20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-33168

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

(Exact name of Registrant as specified in its charter)

Central North Airport Group

(Translation of Registrant’s name into English)

United Mexican States

(Jurisdiction of incorporation or organization)

Plaza Metrópoli Patriotismo, Piso 5

Av. Patriotismo 201

Col. San Pedro de los Pinos, Benito Juárez

Ciudad de México, México

(Address of principal executive offices)

Ruffo Pérez Pliego del Castillo

Plaza Metrópoli Patriotismo, Piso 5

Av. Patriotismo 201

Col. San Pedro de los Pinos, Benito Juárez

Ciudad de México, México

+ 52 81 8625 4300

rperezpliego@oma.aero

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

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

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

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

None

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

N/A

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

Title of each class:	Number of Shares
Series B shares	336,403,425 (excluding 3,942,131 shares repurchased held in treasury )
Series BB shares	49,766,000

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

⌧ Yes ◻ No

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

◻ Yes ⌧ No

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

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

⌧ Yes ◻ No

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

◻ Yes ⌧ No

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

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

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

U.S. GAAP ◻ IFRS ⌧ Other ◻

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

◻ Item 17 ⌧ Item 18

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

☐ Yes ⌧ No

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

☒ Yes ◻ No

TABLE OF CONTENTS

		Page
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
	Risk Factors	1
	Forward-Looking Statements	30
ITEM 4.	INFORMATION ON THE COMPANY	31
	History And Development Of The Company	31
	Business Overview	36
	Regulatory Framework	68
	Organizational Structure	86
	Property, Plant And Equipment	88
ITEM 4A.	UNRESOLVED STAFF COMMENTS	88
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	88
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	132
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS	141
	Major Shareholders	141
	Related-Party Transactions	144
ITEM 8.	FINANCIAL INFORMATION	146
	Legal Proceedings	146
	Dividends And Capital Stock Reimbursements	150
ITEM 9.	THE OFFER AND LISTING	151
	Share Price History	151
	Trading On The Mexican Stock Exchange	151
ITEM 10.	ADDITIONAL INFORMATION BYLAWS	152
	Material Contracts	167
	Exchange Controls	167
	Taxation	168
	Documents On Display	172

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	172
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	172
ITEM 12A.	DEBT SECURITIES	172
ITEM 12B.	WARRANTS AND RIGHTS	172
ITEM 12C.	OTHER SECURITIES	173
ITEM 12D.	AMERICAN DEPOSITARY SHARES	173
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	175
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	175
ITEM 15.	CONTROLS AND PROCEDURES	175
ITEM 16.	[RESERVED]	178
ITEM 16A.	AUDIT COMMITTEE’S FINANCIAL EXPERT	178
ITEM 16B.	CODE OF ETHICS	178
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT AND NON-AUDIT FEES	179
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	179
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	179
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	181
ITEM 16G.	CORPORATE GOVERNANCE	182
ITEM 16H.	MINE SAFETY DISCLOSURES	186
ITEM 17.	FINANCIAL STATEMENTS	187
ITEM 18.	FINANCIAL STATEMENTS	187
ITEM 19.	EXHIBITS	187

PART I

Item 1.          Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.          Offer Statistics and Expected Timetable

Not applicable.

Item 3.          Key Information

RISK FACTORS

Risks Related to Our Operations

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

The outbreak, and measures taken to contain or mitigate the coronavirus (“COVID-19”), have had dramatic adverse consequences for the global economy, including demand, operations, supply chains and financial markets. COVID-19 has led to travel restrictions imposed by governments, flight cancellations, and a marked decline in passenger demand for air travel, domestically and worldwide.

As a result of the COVID-19 pandemic, since 2020, the Mexican Government established different measures to contain or mitigate the coronavirus, including the issuance of decrees suspending all non-essential activities in the country from March 31, 2020 through May 30, 2020. However, since the beginning of the pandemic, airports were and have been considered essential and our airports have remained operational since. As a consequence of these measures, total passenger traffic in our airports declined 22.2% and 52.3% in 2021 and 2020, as compared to 2019.

In response to the material deterioration in air traffic, we took a number of actions in 2020 and 2021 to mitigate our business, operations and financial condition, including, among others, (a) the temporary reduction of certain operating areas in terminal buildings, which resulted in electricity savings and optimization of our cleaning and security crew, (b) deferral of cost in minor maintenances based on prevailing levels of operations, (c) headcount reduction of approximately 100 positions implemented in the third quarter of 2020, and (d) deferral and discount agreements with commercial and aeronautical clients, most of which were phased out on June 30, 2021. Additionally, we established health and safety protocols aimed at enhancing the well-being of passengers and essential operating personnel across the airports we operate. Protective gear is required for staff working on the premises, and sanitization practices in accordance with the guidelines of local health authorities remain in place.

On November 24, 2021, a new COVID-19 variant named Omicron was reported to the World Health Organization (WHO). This new variant was first detected in specimens collected in Botswana and South Africa, and was identified as having spread faster than other variants. As a result, we expect that the COVID-19 pandemic will continue to adversely impact the countries and regions where we operate in 2022. Our total passenger traffic decreased 10.0% in the first quarter of 2022 as compared to the first quarter of 2019.

The full extent of the ongoing impact of COVID-19 on the Company’s longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus such as the Delta and Omicron variants, which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted. Even where formal advisories and restrictions have been lifted or reduced, the increased spread or resurgence of COVID-19 could result in the reintroduction of or increase in such formal advisories and restrictions.

1

The COVID-19 pandemic has had a material impact on the Company, and the continuation of reduced air travel demand could have a material adverse effect on the Company’s business, operating results, financial condition and liquidity.

Large scale international events, including acts of terrorism, wars and the military action launched by Russian forces in Ukraine, could have a negative impact on international air travel and our revenues.

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

On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region has continued as of the date of this report. The impact to Ukraine as well as actions taken by other countries could have a material adverse effect on our operations. Any general increase of hostilities in Ukraine, even if not made on or targeted directly at the air travel industry, or the fear of or the precautions taken in anticipation of any potential military attacks such as elevated national threat warnings, travel restrictions, selective cancellation or redirection of flights and new security regulations, among others, (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry as a result of new security requirements and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition.

In addition, in response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. The U.S. and global markets are experiencing volatility and disruption following the escalation of such geopolitical tensions and the military conflict between Russia and Ukraine. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the travel industry and therefore our business, financial condition, cash flows and results of operations. See also “Variations in international fuel prices could directly or indirectly adversely affect our business and results of operations.”

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

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

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

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

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

2

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

Following the U.S. elections in November 2020 and the change in the U.S. administration for the four-year period from 2021 to 2024, there is uncertainty regarding future U.S. policies with respect to matters of importance to Mexico and its economy, particularly trade and migration. Policies adopted could create tension between the Mexican and U.S. governments or reduce economic activity between Mexico and the United States, thus affecting the travel of passengers between those countries. For more information on travel restrictions related to COVID-19, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

Furthermore, in September 2017, the U.S. administration announced its plan to phase out the Deferred Action for Childhood Arrivals program (“DACA”), which allows certain individuals who entered the U.S. as undocumented minors to defer immediate deportation and to be eligible for a work permit. Because the majority of individuals who benefit from this program are from Mexico, terminating the program may affect relations between Mexico and the U.S., as well as transit between the two countries. On July 16, 2021, the U.S. District Court for the Southern District of Texas issued a ruling partially suspending DACA. The ruling permits the continued processing of DACA renewals but does not allow for any new applications to be granted. There is still uncertainty about whether and when DACA will be ratified, and we cannot assess the impact it may have on particular industries or government policies that may result. If new federal immigration legislation is enacted in the U.S., such laws may contain provisions that could make it more difficult for Mexican citizens to travel between Mexico and the United States. Such restrictions could have a material adverse effect on our passenger traffic results. Also, the U.S. passed the Tax Cuts and Jobs Act on December 22, 2017, which, among others, reduces the U.S. corporate income tax rate from 35% to 21%, and implemented new import taxes on certain goods, approved on January 22, 2018. We cannot predict the impact that these measures may have on trade between the U.S. and Mexico or whether foreign direct investment from the U.S. to Mexico will decrease.

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

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

The outbreak of COVID-19 has adversely affected the economies and financial markets of many countries, including the United States and Mexico. The extent to which COVID-19 impacts these economies will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and scope of the outbreak and the actions taken to contain or treat the outbreak, within the United States, Mexico and around the world. The United States and Mexico technically entered into a recession in 2020 following the COVID-19 outbreak. Although recent vaccine approvals and rollout have raised hopes of a turnaround in the COVID-19 pandemic later this year, renewed waves and new variants pose concerns for the outlook. Growth may be stymied if virus surges (including from new variants such as Delta and Omicron) prove difficult to contain, infections and deaths mount rapidly before vaccines are widely available. The COVID-19 pandemic, coupled with the measures implemented by governmental authorities to contain and mitigate the effects of COVID-19, including shutdowns of non-essential infrastructure businesses, stricter border controls, stringent quarantines and social distancing, triggered significant economic downturn in Mexico and the United States. The extent and effect of a potentially new recession is difficult to predict, including whether such recession and any recovery thereof will be similar to past periods of recession and recovery.

3

Moreover, international events, such as decreases in oil prices and the slower growth in the Chinese economy, have led to volatility in the international markets and adversely affected the Mexican economy. As a result, Mexico has been forced to cut public expenses, since oil output is one of the main sources of revenue in Mexico. In recent years, however, the U.S. economy has improved, with the GDP increasing at an annualized rate in real terms of 2.3% in 2019, decreased 3.5% in 2020 and increased 5.7% in 2021, and our international passenger traffic increasing 7.9%, decreased 56.9% and increased 94.3%, respectively. In the event of an economic downturn, developing countries, which have largely rebounded from the economic and financial crisis in 2009, would be impacted through trade and financial channels.

Our business is particularly dependent on the condition of the U.S. economy and is particularly influenced by trends in the United States relating to leisure travel, consumer spending and international tourism. For more information on U.S. travel restrictions related to COVID-19, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.” According to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía), in 2021, exports from Mexico to the United States represented approximately 80.7% of Mexican exports, and 47.5% of foreign direct investment in Mexico originated in the United States. According to the U.S. Bureau of Economic Analysis, in 2021, secondary income received from the United States, which includes government and private transfers, was approximately U.S.$18.1 billion.

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

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

International fuel prices, which represent a significant cost for airlines, have experienced significant volatility in recent years.

For example, European Brent crude oil spot prices dropped from U.S.$67.77 per barrel on December 31, 2019 to U.S.$9.12 per barrel on April 21, 2020, and increased from U.S.$51.22 per barrel on December 31, 2020, to U.S.$ 77.24 per barrel on December 31, 2021. The price of fuel may be subject to further fluctuations resulting from a reduction or increase in output of petroleum, voluntary or otherwise, by oil-producing countries, other market forces, a general increase in international hostilities, or any future terrorist attacks. From December 31, 2021, to April 22, 2022 the European Brent crude oil spot prices surged 30.3% largely as a result of concerns over potential supply disruptions in connection with the current conflict between Russia and Ukraine, the outcome of which and the impact that it may have on fuel prices is uncertain.

4

In the past, increased costs were among the factors leading to cancellations of routes, decreases in frequencies of flights and, in some cases, even contributed to filings for bankruptcy by some airlines. Our business could be negatively impacted by hydrocarbon price volatility as the result of, or as a result of the threat of, Russian activities in Ukraine and as the result of, or as a result of the threat of, Russia expanding its production of oil and gas to finance its activities in Ukraine and destabilize world energy markets. Oil prices are particularly sensitive to actual and perceived threats to global political stability and to changes in production from member states in the Organization of the Petroleum Exporting Countries. An actual increase, or the threat of an increase, in Russian military activities in Ukraine could lead to increased volatility in global oil and gas prices. Further, recent increases in oil prices may lead to an unpredictable drop in pricing in the medium to long-term, and any substantial variation in fuel prices could have an adverse effect on our results of operations and financial condition. Additionally, trade and monetary sanctions in response to future developments relating to the movement of Russian military units into Ukraine could significantly affect worldwide oil prices and demand and cause turmoil in the global financial system, which could in turn materially affect our business and financial condition. See also “Large scale international events, including acts of terrorism, wars and the military action launched by Russian forces in Ukraine, could have a negative impact on international air travel and our revenues.”

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

In 2019, 2020 and 2021, approximately 43.0%, 40.0% and 40.3%, respectively, of our domestic passengers flew to or from our airports via Mexico City International Airport (Aeropuerto Internacional de la Ciudad de México, S.A. de C.V.) As a result, our domestic traffic is highly dependent upon the operations of Mexico City International Airport.

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

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

In addition, the current Mexican federal administration announced that it would seek to alleviate congestion at the existing airport by (i) converting a military airport approximately 40 kilometers (24.9 miles) outside of Mexico City (the “Felipe Ángeles Airport”) to a civil airport that started operations on March 21, 2022, (ii) expanding the Toluca International Airport, which is approximately 60 kilometers (37.3 miles) outside of Mexico City and (iii) expanding the boarding gate capacity at Terminal 2 of the existing Mexico City International Airport, which expansion plan was announced on September 24, 2019. There is still uncertainty about what impact the new Felipe Ángeles airport will have to alleviate congestion at the existing Mexico City International Airport. We cannot assure you that the airport’s operations will remain at existing levels or increase in the future.

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

In 2021, 12.8% of the passengers served by our airports were international passengers, of which, 85.2% arrived or departed on flights originating in or departing to the United States. The air travel business is susceptible to increased costs resulting from enhanced security and higher insurance. Following the events of September 11, 2001, we reinforced security at our airports, and our general liability insurance premiums increased substantially. For more information on the insurance policies we carry, see “Item 4. Information on the Company – Property, Plant and Equipment.”

5

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

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

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

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

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

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

6

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

Competition from other tourist destinations could adversely affect our business.

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

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

Our business is highly dependent upon revenues from seven of our thirteen airports and OMA Logística, S.A. de C.V. (“OMA Logística”) and could be adversely impacted by any condition affecting those businesses.

In 2021, approximately 80.5% of the sum of our aeronautical and non-aeronautical revenues were generated from seven of our thirteen airports and OMA Logística, S.A. de C.V. (“OMA Logística”). The Monterrey airport generated the most significant portion of our revenues. The following table lists the percentage of the sum of aeronautical and non-aeronautical revenues generated at our airports, including the percentage of total revenues generated by our other subsidiaries:

	For Year Ended
Airport / Subsidiary	December 31, 2021
Monterrey	42.2	%
Culiacán	9.1	%
Chihuahua	6.7	%
Ciudad Juárez	6.3	%
OMA Logistica S.A. de C.V. ("OMA Logística")	6.1	%
Mazatlán	5.2	%
San Luis Potosí	3.3	%
Acapulco	3.3	%
Six other airports, Servicios Complementarios del Centro Norte and Terminal 2 NH Collection Hotel	17.8	%
Total	100.0	%

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

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

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

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

We rely on a variety of information technology to manage our operations. The proper functioning of these systems is critical to the efficient operation and management of our business. If critical information systems fail or are otherwise unavailable, our ability to provide services at our airports, collect accounts receivable, pay expenses and maintain our security and customer data, could be adversely affected. In addition, these systems may require modifications or upgrades as a result of technological changes or growth in our business. These changes may be costly and disruptive to our operations, and could impose substantial demands on management time. Our systems may be vulnerable to damage or disruption caused by circumstances beyond our control, such as catastrophic events, power outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic break ins, unauthorized access and cyber-attacks.

In the third quarter of 2021, we detected that several of our servers had been compromised with ransomware. Relying on our backup processes and consolidated infrastructure, we were able to restore the majority of our compromised servers within 48 hours of the incident. The main systems at the airports were not affected and remained in operation with minimal disruption.

To prevent future cybersecurity incidents, we are constantly updating our infrastructure with the latest security technologies, and we conduct vulnerability analyses and penetration testing periodically. Our information systems contain backup systems, including physical and software safeguards located outside of our offices, and a cold site for critical systems. In addition, we protect our systems with antivirus software, end-point protection software and last generation firewalls, including firewalls to filter traffic from the Internet. There can be no assurances that these preventive actions to mitigate cybersecurity risks and incidents will be successful in avoiding future cyber-attacks. Any such incident could hinder our ability to protect the privacy of our clients and business by causing the unauthorized distribution of confidential data and valuable financial information, which may cause damage to our reputation and may require us to incur additional expenses. Although actions are taken continuously to improve and monitor our information technology systems, these systems remain vulnerable to failures or unauthorized access, which could adversely affect our operations, financial condition and liquidity.

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

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

As a result of the various measures implemented to control the spread of COVID-19, such as the suspension of non-essential activities and the reduced demand for air travel and hotel services, the operation of our two hotels has experienced significant declines in occupancy rates and in revenues. In 2020, the occupancy rates in our Terminal 2 NH Collection Hotel and our Hilton Garden Inn Hotel in the Monterrey airport were 42.4 and 41.6 percentage points lower, respectively, than in 2019. On April 6, 2020, we temporarily suspended services our Hilton Garden Inn Hotel through July 6, 2020 due to low occupancy demand as a result of the COVID-19 outbreak. In 2021, the average occupancy rates in our Terminal 2 NH Collection Hotel and our Hilton Garden Inn Hotel in the Monterrey airport were 20.3 and 31.6 percentage points lower, respectively, than in 2019.

8

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

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

Of the total aeronautical revenues generated at our airports in 2021, VivaAerobus represented 36.0%, Volaris represented 24.5% and Aeroméxico and its affiliates represented 18.7%. None of our contracts with our airline customers obliges them to continue providing service from our airports and, if any of our key customers reduces their use of our airports, competing airlines may not add flights to their schedules to replace any flights no longer handled by our principal airline customers. On June 30, 2020, Aeromexico and its affiliates, which accounted for 20.3% of our total passenger traffic in 2020 and 19.5% of our passenger traffic in 2021, filed voluntary Chapter 11 petitions in the United States to implement a financial restructuring while continuing to operate. On January 28, 2022, the United States Bankruptcy Court for the Southern District of New York confirmed Aeromexico’s plan of reorganization, and the restructuring was successfully completed on March 17, 2022. In addition, as of December 9, 2020, Interjet, which accounted for 5.7% of our total passenger traffic in 2020, stopped operating at our airports due to the financial impact of the outbreak of COVID-19 on their operations. Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our revenues from our key customers.

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

The global airline industry has experienced and continues to experience significant financial difficulties and recent warnings regarding industry profitability. On February 21, 2021, the IATA announced that it did not expect the airline industry to be cash positive until 2022. In October 2021, the International Air Transport Association, or IATA, issued its 2022 financial forecast for the global commercial airline industry, estimating net post-tax loss of about U.S.$-12.0 billion, given that airlines will continue to have difficulty reducing their costs to offset lower revenues. The forecast also indicated that net profit margins were expected to slightly increase to -2.7% in 2022 compared to -11.0% in 2021. The IATA may further reduce its forecasts, and the short-term and long-term effects of the COVID-19 outbreak on the global airline industry is still uncertain. The economic shock from the COVID-19 outbreak, which has been felt more acutely by airlines, has and may continue to trigger insolvencies within the global airline industry.

Some of our airline and other clients and tenants have asked for assistance, either through discounts on payments owed to us or by an extension on those payments. During 2020 and early 2021, we provided payment extensions to our main airline customers, which allowed us to mitigate noncompliance risks. During 2020 and the first half of 2021, we also offered incentives to our commercial tenants through discounts or payment extensions. No such arrangement materially affected our financial condition or liquidity. As a result of the COVID-19 pandemic, our reserve for doubtful accounts receivable, increased by 231% to Ps.20.8 million as of December 31, 2020, and slightly decreased to Ps.20.3 million as of December 31, 2021. We cannot assure you whether the COVID-19 pandemic will continue to cause an increase in our reserve for doubtful accounts receivable in 2022. For more information on the impact of COVID-19 on our business, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

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

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

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

In addition, such conflicts have been exacerbated by (i) new labor unions created to negotiate and/or dispute existing collective bargaining agreements on behalf of the labor unions that currently hold such contracts, (ii) a 20.0% increase of the general minimum wage nationwide as of January 1, 2020, a subsequent 15.0% increase of the general minimum wage as of January 1, 2021, and a 22.0% increase as of January 1, 2022 and (iii) a 5.0% increase of the minimum wage in the municipalities near the northern border of Mexico on January 1, 2020, an additional 15.0% increase as of January 1, 2021, and a 22.0% increase as of January 1, 2022. These developments in recent years have led workers and labor unions to demand more significant benefits and higher salary increases than in prior years.

Moreover, the effects of the Mexican government's response to COVID-19 during 2020 and the first half of 2021 included travel restrictions, stay-at-home ordinances, restrictions on non-essential activities and other restrictions on the overall operation of businesses across Mexico, which have been eased as of the second half of 2021. We cannot predict if these measures will be rigorously implemented again in the case of a new outbreak, nor whether they may strain relationships by and between businesses, on the one hand, and labor unions and/or their employees, on the other. As of the date of this report, the Company has not experienced any material adverse effect as a result of the different labor related developments or those that have resulted from the evolution of the COVID-19 pandemic and cannot predict whether these will affect its labor force and relations going forward. For more information on the impact of COVID-19, see “The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.” For more information on employee relations, see “If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations” and “Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations”.

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

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

If any conflicts with our employees were to arise, including with our unionized employees (which accounted for 54.5% of our total employees as of December 31, 2021), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations. As of the date of this report, the effects of the COVID-19 outbreak have not affected our relations with our labor force, but we cannot assure you that any further effects resulting from COVID-19 will not cause any disruptions in the future.

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

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

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

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

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

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

In the past, we have entered into a series of agreements with the Mexican National Air Transportation Chamber of Commerce (Cámara Nacional de Aerotransportes), pursuant to which we have established specific rates for regulated services applicable to our principal airline customers. Historically, amounts paid under these agreements have not been material, and we do not expect any such agreements with the Mexican National Air Transportation Chamber of Commerce to have a material effect on our results of operations. Although passenger traffic volume (and therefore overall revenues) may increase, any agreed incentives and/or discounts offered to airlines as a means to prevent or settle any potential dispute could reduce our aeronautical revenues per terminal passenger in the future. In addition, should any of our principal airline customers refuse to continue to make payment to us, or should they refuse to pay increases in our charges for aeronautical services in future years, our results of operations could be adversely impacted by decreased cash flows from operations.

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

The current and future performance of our operations depends significantly on the continuous contribution of managers and other key employees. In order to achieve the objectives of each manager or key position, the ability, experience, aptitude and knowledge of each candidate is taken into account for recruitment and personnel allocation purposes. We cannot guarantee that in the future our executive team will be maintained, or that if new executives are incorporated, they will have the same level of knowledge and experience. The potential lack of a capable management team could adversely affect the operations, financial situation and results of operations.

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

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

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

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

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

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

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

We recognize deferred tax assets relating to tax losses carried forward and deductible temporary differences only to the extent that it is probable that future taxable profit will be available against which the tax losses carried forward and the temporary differences can be utilized. Net deferred tax assets amounted to approximately Ps.428,215 thousand at December 31, 2021. The deferred tax assets are quantified on the basis of currently enacted tax rates and accounting standards and are subject to change as a result of future changes to tax laws or the rules for computing taxable profits and allowable losses. Failure to generate sufficient future taxable profits or changes in tax laws or accounting standards may reduce our estimated recoverable amount of net deferred tax assets. Such a reduction could have an adverse effect on our financial condition and results of operations. For further information on deferred tax assets, refer to Note 4 to our audited consolidated financial statements. See “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies—Deferred Income Taxes.”

Natural disasters could adversely affect our business.

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

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

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

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

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

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

13

We are exposed to risk related to construction projects.

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

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

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

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

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

For more information on the recent legal reform affecting subcontracting and its effects on the Company, see also “—Risks Related to the Regulation of Our Business— Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations”.

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

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

14

To allow the future expansion of the Monterrey airport, including the construction of a second commercial runway and the relocation of the control tower, between 2007 and 2011 we entered into a series of agreements for the purchase and exchange of plots of land adjacent or nearby the Monterrey airport. We currently own approximately 575 hectares (2.2 square miles) of land adjacent or nearby the Monterrey airport with an aggregate book value of Ps.1,705,774 thousand (U.S.$83.3 million). Improvements made to airport facilities at our expense may be recognized by AFAC as part of our investment in the airport concession. To recover the cost of our investments in land reserve, on December 4, 2012, we received authorization from the former Mexican Bureau of Civil Aviation (currently AFAC) to reallocate Ps.386,538 thousand (amount expressed in nominal 2009 pesos) in investments included in the 2011–2015 Master Development Program for the Monterrey airport to recover the cost of land acquisition. Additionally, the 2011 Master Development Program review recognized Ps.77,307 thousand (amount expressed in nominal 2009 pesos) in land acquisition costs. The recovery of the remaining investment of Ps.696,767 thousand (amount expressed in nominal 2009 pesos) in land acquisition costs has been included in the indicative period of our current approved Master Development Program for 2026-2035. The remaining amount of the investments may not be recognized by the Ministry of Infrastructure, Communications and Transportation in the future.

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

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

We are obligated to protect the public at our airports and to reduce the risk of accidents at our airports. As with any company dealing with members of the public, we must implement certain measures for the protection of the public, such as fire safety in public spaces, design and maintenance of car parking facilities and access routes to meet road safety rules. We are also obligated to take certain measures related to aviation activities, such as maintenance, management and supervision of aviation facilities, rescue and fire-fighting services for aircraft, measurement of runway friction coefficients, flood control at the Acapulco airport and measures to control the threat from birds and other wildlife on airport sites. These obligations may require us to incur additional costs and could increase our exposure to liability to third parties for personal injury or property damage resulting from our operations.

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

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

We are exposed to risks related to handling cargo.

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

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

15

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

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

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

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

Risks Related to the Regulation of Our Business

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

The Company’s aeronautical fees charged to airlines and passengers are regulated, like most airports in other countries. In 2019, 2020 and 2021, approximately 67.5%, 54.8% and 60.5%, respectively, of the Company’s total revenues, and approximately 76.0%, 71.5% and 76.1%, respectively, of the sum of its aeronautical and non-aeronautical revenues were earned from aeronautical services, which are subject to price regulation under the Company’s maximum rates. These regulations may limit the Company’s flexibility in operating its aeronautical activities, which could have a material adverse effect on its business, results of operations, prospects and financial condition. In addition, several of the regulations applicable to the Company’s operations that affect its profitability are authorized (as in the case of the Master Development Programs) or established (as in the case of maximum rates) by the Ministry of Infrastructure, Communications and Transportation for five-year terms. The Company generally does not have the ability to unilaterally change its obligations (such as the investment obligations under its Master Development Programs or the obligation under its concessions to provide a public service) or increase our maximum rates applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, this price regulation system may be amended in the future in a manner that would cause additional sources of the Company’s revenues to be regulated.

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

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

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

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

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

Additionally, on October 16, 2019, the Ministry of Infrastructure, Communications and Transportation established AFAC, an independent regulatory agency, that replaced the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil). AFAC is responsible for establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. AFAC was formally established on February 26, 2021, and while the internal regulations and operation manuals further enacted did not change materially with respect to the previous ones, the Company cannot predict the actions that the AFAC will take in the future, or the effect of any such actions on its business.

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

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

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

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

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

The regulations applicable to the Company’s aeronautical activities establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that the Company may earn at that airport from services subject to price regulation. For a discussion of the framework for establishing its maximum rates and the application of the rates, see “Item 4. Information on the Company—Regulatory Framework—Revenue Regulation.” On November 30, 2020, the Ministry of Infrastructure, Communications and Transportation approved, based on the terms of the Company’s concessions, the maximum rates for its airports from January 1, 2021 through December 31, 2025. Under the terms of the Company’s concessions, there is no guarantee that the results of operations of any airport will be profitable. The Company may not realize its expected return on investment from investments under the Master Development Programs.

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

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

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

On May 25, 2021, the FAA announced that, following an assessment of the Mexican Federal Agency for Civil Aviation (AFAC), it had determined that Mexico was not in compliance with international safety standards set by ICAO, and as a result, downgraded Mexico’s aviation safety from Category 1 rating to an ICAO Category 2 rating.

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

The consequences of the above-mentioned downgrades were the suspension of the right to operate code-shared flights and the restriction of Mexican airlines’ ability to increase the frequency of, or add new routes to, the United States.

In 2019, 2020 and 2021, 2.9%, 2.8% and 5.0%, respectively, of our total passenger traffic, corresponded to passengers who traveled through our airports on flights to or from the United States operated by Mexican Airlines. The Company cannot be certain of how long this rating will be maintained and we cannot predict what impact such a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports.

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

Historically, the Company has set the tariffs it charges for aeronautical services at each airport in order to come as close as possible to its authorized maximum rate for that airport in any given year. For example, in 2021, the revenues subject to maximum rate regulation represented approximately 92.1% of the amounts the Company was entitled to earn under the maximum rates for all of its airports. The Company may not be able to establish tariffs in the future that allows it to collect substantially all of the revenues it is entitled to earn from services subject to price regulation.

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

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

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

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

The peso has historically experienced significant volatility. From December 31, 2019 to December 31, 2020, the peso depreciated by approximately 5.5%, from Ps.18.86 per U.S.$1.00 on December 31, 2019 to Ps.19.89 per U.S.$1.00 on December 31, 2020. From December 31, 2020 to December 31, 2021, the peso depreciated by approximately 3.1% from Ps.19.89 per U.S.$1.00 to Ps.20.51 per U.S.$1.00. On April 22, 2022, the exchange rate was Ps.21.31 per U.S.$1.00.

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

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

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

The Mexican government may also terminate one or more of the concessions at any time through reversion, if, in accordance with applicable Mexican law, it determines that it is in the public interest to do so. The Mexican government may also assume the operation of any airport in the event of war, public disturbance or a threat to national security. In addition, in the case of a force majeure event, the Mexican government may require the Company to implement certain changes in its operations. In the event of a reversion of the public domain assets that are the subject of the concessions, the Mexican government under Mexican law is required to compensate the Company for the value of the concessions or added costs based on the results of an audit performed by appraisers or, in the case of a mandated change in the Company’s operations, the cost of that change. Similarly, in the event of an assumption of the Company’s operations, other than in the event of war, the government is required to compensate it and any other affected parties for any resulting damages. The Company may not receive compensation equivalent to the value of its investment in or any additional damages related to its concessions and related assets in the event of such action.

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

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

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

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On February 5, 2014, the Mexican government announced in the Federal Official Gazette that the Ministry of Infrastructure, Communications and Transportation granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil-aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles). The government of the state of Chihuahua owns 98% of the capital stock of Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V. The airport has an ICAO Category 3C rating and could present competition to the Company’s airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua. The Ministry of Infrastructure, Communications and Transportation has the capacity to upgrade the category of the airport depending on improvements to infrastructure made by the concessionaire or could downgrade the category if the concessionaire does not maintain adequate conditions in the airport. On February 21, 2020, the State of Chihuahua announced that the airport was expected to start operations in late 2020, with limited operations through late 2021. On February 1, 2022, the State of Chihuahua mentioned that the airport is expected to start operations in 2023, due to constructions delays because of COVID-19. The airport is expected to be fully operational beginning in 2023 and will serve both commercial and general aviation flights. It will have an annual capacity to serve up to 80,000 passengers per year during the first five years of operations, and later increase its capacity to serve up to 250,000 passengers per year. As of the date of this report, the Company cannot predict whether the Chihuahua airport will materially affect its results of operations or financial performance.

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

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

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

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

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

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

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

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

In December 2019, the Mexican government published several amendments to the Income Tax Law, Value Added Tax Law, Excise Tax Law and the Federal Tax Code, most of which became effective on January 1, 2020. This set of tax reforms is one of the most important in the past few years and its main purpose is to tackle tax evasion by strengthening tax authorities’ control mechanisms. These amendments imposed stringent restrictions on the deductibility of certain expenses, such as a new earnings-stripping rule applicable to net interest, and the non-deductibility of payments to related parties that are deemed subject to preferential tax regimes or by means of structured arrangements, introduced regulations regarding hybrid mismatches and added amendments to the tax treatment applicable to tax transparent foreign entities or arrangements, all of which could affect our operating results. None of these amendments significantly impacted our operating results in 2021.

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

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

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On April 23, 2021, the Mexican government published a decree pursuant to which several amendments were made to the Federal Labor Law, Income Tax Law, VAT Law, among others, in order to prohibit outsourcing of personnel, limit subcontracting and amending 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; (iii) joint and several liability of companies hiring specialized services with a contractor who fails to comply with its labor obligations; (iv) companies that provide specialized services will require to be registered with the Ministry of Labor and Social Welfare (STPS); (v) increase in fines for violation of the rules; and (vi) payments related to subcontracting of personnel will not receive income tax deduction or VAT accreditation. In order to comply with the new regulations, the Company transferred certain employees to its airport subsidiaries, terminated certain subcontracting services contracts and ensured that its remaining subcontracted service providers complied with the new regulation. None of these regulatory amendments nor the actions the Company took in response thereto had any material impact in the Company’s results of operations or its financial condition, and we do not expect any material impacts in the future.

On March 10, 2021, a decree amending certain terms of the Electric Industry Law (“EIL”) became effective. The amendments aim to strengthen the state-owned utility Comisión Federal de Electricidad (“CFE”). The amendment includes, among others, (a) modifications to the order of priority of dispatch to the national electric grid; (b) modifications to the granting of permits referred in the EIL, which will now be subject to the planning criteria issued by the Ministry of Energy; and (c) powers granted to the Energy Regulatory Commission (“CRE”, for its acronym in Spanish) to revoke vesting self-supply contracts. The EIL amendments have been subject of numerous amparo lawsuits before federal courts in Mexico, in which judges have granted general injunctions, suspending the effects of the EIL amendments, for the benefit of anyone affected by the amendments, until a ruling on the merits of the amparo lawsuits is issued by the competent courts. Furthermore, the EIL’s constitutionality was judicially challenged by the Mexican Federal Antitrust Commission (Comisión Federal de Competencia Económica) and local governments, and through an unconstitutionality proceeding (acción de insconstitucionalidad) filed by two-thirds of the Mexican Senate. However, the Mexican Supreme Court dismissed the action of unconstitutionality and the constitutional challenges for lack of sufficient votes to proceed with these actions. As of the date of this report, the Mexican Supreme Court has not issued any binding precedent on the matter, so the federal courts reviewing the amparos filed against the EIL could rule differently than the Mexican Supreme Court.

On September 30, 2021, the Mexican federal executive branch presented a bill before the House of Representatives (Camara de Diputados) to amend Articles 25, 27 and 28 of the Mexican Constitution, which bill proposed changes to the legal framework that governs CFE and the Mexican power industry generally. The bill was vetoed by the House of Representatives as of April 17, 2022 and will not go into effect.

In addition, in 2017 we entered into a self supply agreement (“SSA”) under the self-supply (“autoabasto”) legal figure, with a wind electricity generator, which expires in 2028. In 2021, approximately 82.3% of the total electricity consumption of the Company was supplied under this agreement. As of the date of this report, we cannot predict how these amendments to the EIL and the proposed bill to amend the Constitution will affect the SSA if they ever become effective.

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Risks Related to Mexico

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

In 2019, 2020 and 2021, domestic terminal passengers have represented approximately 88.1%, 89.3% and 87.2%, respectively, of the passenger traffic volume in the Company’s airports. In addition, all of its assets are located, and all of its operations are conducted, in Mexico. Accordingly, the Company’s financial conditions and results of operations are substantially dependent on economic conditions prevailing from time to time in Mexico. As a result, its business, financial condition and results of operations could be adversely affected by any deterioration of the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in Mexico or by other negative political, social and economic developments in Mexico.

In the past, Mexico has experienced economic crises, caused by internal and external factors, characterized by exchange-rate instability (including large devaluations), high inflation, high domestic interest rates, economic contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates.

The Mexican economy underwent an economic crisis that began in 2008 and continued in 2009 as a result of the impact of the global financial crisis, which affected many emerging economies. The Mexican economy’s link with the U.S. economy remains very important, and therefore, any downside to the economic outlook of the U.S. may hinder any recovery in Mexico. This correlation may have an impact on Mexico’s GDP growth and other macro-economic conditions. The Mexican economy achieved real GDP growth rates of 5.0%, -8.5% and -0.1 in 2021, 2020 and 2019, respectively, and is estimated to increase by 2.8% in 2022 and to grow by 2.7% in 2023, according to the World Economic Outlook published by the International Monetary Fund in January 2022.

During 2021, average reference interest rates in Mexico decreased by 70 basis points compared to 2020. The annualized interest rates on 28-day short-term Mexican treasury bills, or Cetes (Certificados de la Tesorería de la Federación), averaged approximately 6.7%, 7.6%, 7.8%, 5.3% and 4.6% for 2017, 2018, 2019, 2020 and 2021, respectively. To the extent that the Company incurs peso-denominated debt in the future, it could be at high interest rates.

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

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

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

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In addition, following the congressional elections on July 1, 2018, Morena obtained an absolute majority in the Mexican Chamber of Deputies and, together with its allied political parties (Partido del Trabajo and Partido Encuentro Social), obtained a majority in the Mexican Senate. The current members of the Mexican Congress took office on September 1, 2018. We cannot assure you that Morena and its political party allies or any future members will not introduce new legislative initiatives or modify existing legislation that could, in turn, result in economic or political conditions that could materially and adversely affect our business. On June 6, 2021, a number of electoral processes took place including mid-term elections for the Mexican Chamber of Deputies as well as governor elections in fifteen states, including six of the states in which we operate our airports. While the opposition coalition made important gains in the Chamber of Deputies, Morena won 11 of the states’ governor races. Changes in laws, public policies or regulations may affect the political and economic environment in Mexico and, consequently, contribute to economic uncertainty and heightened volatility of the Mexican capital markets and in securities issued by Mexican companies.

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

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

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

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

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

From December 31, 2019 to December 31, 2020, the peso depreciated from Ps.18.86 per U.S.$1.00 on December 31, 2019 to Ps.19.89 per U.S.$1.00 on December 31, 2020. From December 31, 2020 to December 31, 2021, the peso appreciated from Ps.19.89 per U.S.$1.00 on December 31, 2020 to Ps.20.51 per U.S.$1.00 on December 31, 2021 a depreciation of 3.1%. During the first months of 2022, the peso appreciated, reaching Ps.21.31 per U.S.$1.00 on April 22, 2022.

A depreciation of the peso affects the Company’s business in the following ways: (i) international passengers and international flights pay tariffs reported in U.S. dollars; while these tariffs are generally collected in Mexican pesos up to 60 days following the date of each flight, any depreciation of the Mexican peso has a positive impact on the Company’s results from operations, which are reported in Mexican pesos; (ii) the Company has cash balances denominated in U.S. dollars; a depreciation in the Mexican peso would result in higher cash balances when converted to Mexican pesos, thus causing foreign exchange gains; and (iii) the Company has financial liabilities denominated in U.S. dollars; a depreciation in the Mexican peso results in higher debt balances when converted to Mexican pesos, thus causing foreign exchange losses. As of December 31, 2021, the Company had U.S.$4.8 million of liabilities denominated in U.S. dollars, representing 0.8% of its consolidated debt. As of March 31, 2022, U.S.$21.6 million of the Company’s cash balance was denominated in U.S. dollars.

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

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

Higher incidences of crime throughout Mexico, including extortion and drug trafficking, could have an adverse effect on our business, results of operations, prospects and financial condition, as it may decrease the international and domestic passenger traffic directed to or within Mexico. The travel warning issued by the U.S. Department of State (Bureau of Consular Affairs) on March 16, 2022 (the “Travel Advisory”) urges U.S. citizens not to travel to the states of Colima, Guerrero, Michoacán, Sinaloa (except the city of Mazatlán), and Tamaulipas. This Travel Advisory also urges U.S. citizens to defer non-essential travel to cities, states and other regions, such as Chihuahua, Coahuila, Durango, areas of the state of Jalisco that border the states of Michoacán, Mexico State, Morelos, Nayarit, the eastern edge of Sonora which borders the state of Chihuahua, and Zacatecas. Drug-related violence and other incidents of organized crime may not be contained, which could have a material adverse effect on our business, results of operations, prospects and financial condition.

In January 2019, the Mexican government implemented measures to reduce the theft of fuel transported in pipelines operated by Mexican state-owned entity Petróleos Mexicanos (PEMEX) throughout Mexico. As a result of these measures, certain states in Mexico, such as Mexico State, Hidalgo, Querétaro, Guanajuato, Jalisco, Tamaulipas and Nuevo León, were affected by a shortage of gasoline for automobile use. Even though there were no shortages of aircraft fuel as a result of the actions implemented by the Mexican government, we cannot assure that future actions taken by the Mexican government against theft of fuel will not affect the availability of aircraft fuel in states where our airports are located, which, in turn, could have an adverse effect on our operations.

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

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

In addition, economic conditions in Mexico have become increasingly correlated to economic conditions in the United States. Therefore, an economic downturn in the United States will significantly adversely impact the Mexican economy. Furthermore, the Company cannot assure you that any policies adopted by the Biden U.S. administration will not have an impact in the market value of its securities, or that the market value of its securities will not be adversely affected by events elsewhere. See also, ““—Risks Related to Our Operations— Large scale international events, including acts of terrorism, wars and the military action launched by Russian forces in Ukraine, could have a negative impact on international air travel and our revenues.”

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

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

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

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

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

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

Furthermore, all thirteen of our airports have received the Environmental Quality Certification awarded by the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente). However, compliance with current or future environmental regulations may require us to incur additional costs in order to bring our airports into compliance, and if we fail to comply with current or future environmental regulations, we may be subject to fines and other sanctions.

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

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

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

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

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

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

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

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

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

Risks Related to Our Shareholders

SETA has the right to appoint certain key members of our management, and SETA’s interests may differ from those of other shareholders.

As of the date of this report, Fintech Holdings, Inc., Bagual S.à r.l. (“Bagual”), Grenadier S.à r.l. (“Grenadier”), Pequod S.à r.l. (“Pequod”), Harpoon S.à r.l. (“Harpoon”), Expanse S.à r.l. (“Expanse”) and Aerodrome Infrastructure S.à.r.l. (“Aerodrome”), together (“Fintech”), through Aerodrome and their direct subsidiary SETA, are the beneficial owners of 30.1% of our total capital stock. SETA directly owns Series B shares representing 1.9% of our total capital stock and owns Series BB shares that represent 12.8% of our capital stock. On July 9, 2021 Aerodrome acquired 60,155,201 Series B shares representing 15.4% of our capital stock through a tender offer. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Purchase of shares by Fintech Holdings Inc. and its affiliates”.

As long as SETA retains at least 7.65% of our capital stock in the form of Series BB, all of its special rights, including its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, will remain in place. The rights and obligations of SETA in our management are explained in “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders.”

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

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SETA’s veto rights as holder of at least 7.65% of our capital stock in the form of Series BB shares and its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, which will continue for as long as it maintains the aforementioned percentage and the Technical Assistance Agreement remains in effect, could constitute an obstacle for us to bring in a new strategic shareholder and/or operator. With the right to nominate, appoint and remove certain members of our senior management, SETA influences the actions of our management. Should SETA’s shares fall below this threshold, our management could change significantly. In the event of termination of the Technical Assistance Agreement, SETA would cease to have the special rights of the Series BB shares, which may adversely affect and disrupt our operations.

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

On May 24, 2021, Aerodrome, SETA, Bagual, Grenadier, Pequod, Harpoon, Expanse, Fintech, and David Martínez purchased 923,703 ADSs, representing 7,389,624 Series B Shares, and 52,765,577 Series B Shares of the Company through a cash tender offer in the U.S and an offer by Aerodrome in Mexico directed to holders of Series B Shares. The transaction closed on July 9, 2021 and the aggregate purchase price for the Company’s shares was Ps.137 per Series B Share and Ps.1,096 per ADS, for a total of approximately Ps.8,241 million.

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

Risks Related to Our ADSs

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

Under Mexican law, if we issue new shares for cash as part of a capital increase, we generally must grant our shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in the Company. Rights to purchase shares in these circumstances are known as preemptive rights. We may not legally be permitted to allow holders of ADSs in the United States to exercise any preemptive rights in any future capital increase, unless we file a registration statement with the SEC with respect to that future issuance of shares or the offering qualifies for an exemption from the registration requirements of the Securities Act of 1933, as amended.

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

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

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

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

FORWARD-LOOKING STATEMENTS

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

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

● statements of our plans, objectives or goals,

● changes in our regulatory environment,

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

● statements of assumptions underlying such statements.

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

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

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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Item 4.          Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

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

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

Investment by SETA and Its Affiliates

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

● all of our Series BB shares, which in 2000 represented 15.0% of our outstanding capital stock;

● an option to acquire from the Mexican government shares representing 36.0% of the capital stock in 2000. This option was subsequently assigned to and exercised by Aeroinvest (currently CONOISA);

● an option to subscribe for up to 3% of newly issued Series B shares (1% of which expired unexercised on June 14, 2005, and 2% of which was exercised in September 2006); and

● the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including SETA) (the “Participation Agreement”), a 15-year Technical Assistance Agreement setting forth SETA’s right and obligation to provide technical assistance to us in exchange for an annual fee and a shareholders’ agreement under terms established during the public bidding process. These agreements are described in greater detail under “Item 7. Major Shareholders and Related-Party Transactions.”

Currently, Series BB shares represent 12.9 % of our capital stock and the remainder consist of Series B shares.

SETA’s current shareholders are:

● Fintech, through its wholly-owned subsidiaries, which own directly 100% of SETA. Bagual owns 19.6% of the capital stock of SETA; Grenadier owns 21.5% of the capital stock of SETA; Pequod owns 21.5% of the capital stock of SETA; Harpoon owns 20.4% of the capital stock of SETA and

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● Expanse owns 17.1% of the capital stock of SETA. On June 10, 2020, each of the wholly-owned subsidiaries previously mentioned entered into a Stock Purchase Agreement with ICATEN and in the case of Bagual, a Stock Purchase Agreement with each of ICATEN and ICA Infraestructura, S.A. de. C.V. (a subsidiary of ICATEN), to purchase collectively 100% of the capital stock of SETA.  The transactions closed on June 12, 2020 and the aggregate purchase price for the SETA shares was 5.47 Mexican pesos per share for 862,703,377 shares. SETA currently owns all of the outstanding Series BB shares representing 12.9% of our capital stock and also owns Series B shares representing 1.9% of our total capital stock.

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee, which in 2021 amounted to approximately Ps.133,558 thousand. This agreement is more fully described in “Item 7. Major Shareholders and Related-Party Transactions.”

Initial Public Offering

On November 29, 2006, a Mexican trust established by Nacional Financiera, S.N.C., or NAFIN (a Mexican national credit institution and development bank owned and controlled by the Mexican Government), acting pursuant to the instructions of the former Ministry of Communications and Transportation (as of October 10, 2021, the “Ministry of Infrastructure, Communications and Transportation”), sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of ADSs and Series B shares, concurrently in the United States and Mexico. The net proceeds from the sale of the shares totaled approximately U.S.$432.2 million and were paid to the Mexican government.

Master Development Programs and Capital Expenditures

Master Development Program

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

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

Committed Investments Under Master Development Programs by
Airport for 2021 through 2025 ⁽¹⁾

	For the Year Ended December 31,
						Total
	2021	2022	2023	2024	2025	2021 - 2025
	(in thousands of pesos)
Acapulco	194,906	62,525	52,111	23,049	47,116	379,708
Ciudad Juárez	269,745	233,994	361,160	225,755	71,513	1,162,166
Culiacán	321,973	348,248	385,012	84,056	102,069	1,241,358
Chihuahua	216,921	192,384	243,013	133,863	83,834	870,015
Durango	84,931	129,513	94,640	51,148	28,588	388,819
Mazatlán	91,288	81,524	151,541	17,611	46,128	388,091
Monterrey	1,092,149	1,540,828	1,428,589	2,158,157	1,947,414	8,167,136
Reynosa	120,696	50,939	51,668	41,327	33,396	298,026
San Luis Potosí	178,187	95,956	103,792	58,968	34,362	471,265
Tampico	120,304	80,482	62,785	12,615	59,390	335,578
Torreón	94,664	127,691	44,851	32,263	38,352	337,822
Zacatecas	82,216	27,784	21,633	19,423	25,815	176,870
Zihuatanejo	90,488	89,883	21,373	36,373	59,899	298,016
Total	2,958,467	3,061,752	3,022,167	2,894,608	2,577,877	14,514,871

(1) In pesos with purchasing power as of December 2021.

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

Committed Investments Under Master Development Programs by

Category for 2021 through 2025 ⁽¹⁾

	For the Year Ended December 31,
						Total
	2021	2022	2023	2024	2025	2021 - 2025
	(in thousands of pesos)
Terminal capacity expansions and quality projects	703,497	1,213,086	1,493,599	1,665,437	1,658,836	6,734,455
Projects to meet ICAO directives	272,259	161,262	16,206	11,831	10,958	472,516
Operational Infrastructure Expansion	219,308	203,880	182,248	241,630	361,522	1,208,588
Runways and aprons	428,384	509,621	401,690	327,907	156,020	1,823,622
Machinery and equipment	504,938	607,753	229,242	184,025	251,063	1,777,021
Security, Safety and Information Technology Equipment	447,906	180,199	627,655	416,467	94,022	1,766,249
Other	382,175	185,952	71,527	47,311	45,456	732,421
Total	2,958,467	3,061,752	3,022,169	2,894,606	2,577,875	14,514,871

(1) In pesos with purchasing power as of December 2021.

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Expenditures Under the Master Development Programs and Other Strategic Capital Expenditures

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

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

The following table sets forth our actual capital expenditures, including capital expenditures made pursuant to our Master Development Programs and other strategic capital expenditures by airport for 2017 through 2021:

Actual Capital Expenditures by Airport for 2017 through 2021

	For the Year Ended December 31,
	2017	2018	2019	2020	2021
	(in thousands of pesos)
Acapulco	372,253	279,099	12,221	34,592	44,088
Ciudad Juárez	33,404	9,096	29,839	78,794	165,227
Culiacán	44,389	34,035	65,480	40,919	91,355
Chihuahua	122,448	141,908	173,576	37,908	63,584
Durango	19,991	13,788	48,932	47,209	35,601
Mazatlán	30,222	31,306	37,812	23,805	45,625
Monterrey	505,445	282,514	244,038	748,245	1,002,022
Reynosa	127,353	153,562	63,443	30,191	62,780
San Luis Potosí	108,757	231,726	71,716	53,596	67,399
Tampico	46,742	26,169	111,210	50,152	129,471
Torreón	20,017	19,990	9,105	29,400	28,802
Zacatecas	19,174	9,656	17,555	29,443	18,318
Zihuatanejo	28,138	13,587	105,374	74,516	129,957
Other	103,626	67,927	58,625	122,714	26,313
Total	1,581,959	1,314,363	1,048,926	1,401,483	1,910,541

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The following table sets forth our actual capital expenditures by category across all of our airports for 2017 through 2021:

Actual Capital Expenditures by Category for 2017 through 2021

	For the Year Ended
	December 31,
	2017	2018	2019	2020	2021
	(in thousands of pesos)
Capacity and quality project	882,289	961,580	598,829	946,848	1,019,023
Projects to meet ICAO directives	113,561	71,813	52,345	57,788	90,437
Facilities for disabled passengers	628	7,289	—	591	4,455
Environmental projects	12,429	6,655	3,350	4,279	220,480
Projects requested by competent authorities	8,216	4,126	692	16,806	2,665
Runways and aprons	1,735	—	220,647	95,033	202,126
Machinery and equipment	2,863	—	15,413	8,672	64,314
Operative standards equipment	78,735	25,804	10,027	33,475	37,146
Security — investments	27,309	6,074	17,305	29,398	13,125
Information systems — investments	58,545	43,738	16,972	14,432	13,230
Baggage-screening system — investments	81,942	12,538	820	22,363	69,337
Other	313,707	174,746	112,527	171,798	174,204
Total	1,581,959	1,314,363	1,048,926	1,401,483	1,910,541

In 2019, 2020 and 2021, our major maintenance expenditures totaled Ps.305,133 thousand, Ps.103,704 thousand and Ps.203,042 thousand, respectively. For a detailed reconciliation of expenditures actually made during 2019, 2020 and 2021 and their classification in our consolidated financial statements for such periods, see “Item 5 Operating and Financial Review and Prospects—Liquidity and Capital Resources—Principal Uses of Capital.”

Our actual capital expenditures from 2019 through 2021 were allocated to the following types of investments at the majority of our airports:

● Terminals. We started the construction of seven building expansions, and we completed the construction of four expansion projects in 2019, 2020 and 2021. In 2021, we started the expansion of our terminal in Ciudad Juárez. We also improved our airports’ terminals by, among others, updating our lighting and air conditioning systems, replacing our fire detection and suppression equipment, installing new elevators and escalators and upgrading our public information systems. In 2021, we started with the installation of solar panels in 13 of our airports with an aggregate capacity of 8.4 MW financed by the 2021 Green Variable-Rate Notes Indenture.

● Paved surfaces. We performed major rehabilitation work on our runways, taxiways and service roads to meet ICAO standards, including the modernization of our illuminated navigation aid systems to improve the safety of our airports. We expanded several aircraft aprons for general and commercial aviation, particularly at the Monterrey and Ciudad Juárez airports. We also completed construction of two taxiways at each of the Culiacán airport and Monterrey airport, two new car rental facilities at each of the Monterrey and Acapulco airports, an expansion of the Chihuahua airport parking lot, and a new parking lot at Ciudad Juarez airport. We began the construction of three new parking lots at the Monterrey airport.

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● Machinery and equipment. We invested in machinery and equipment such as aircraft-approved fire-extinguishing vehicles, emergency back-up electricity generators, metal detectors and other security-related equipment. We purchased operational and passenger ground vehicles and completed construction of a new power main substation at the Acapulco airport. We also began the renewal of our runway light technology from halogen to solar LED in Reynosa, Acapulco, Monterrey, Mazatlán, Durango, Torreón and Zacatecas airports. We began the construction of a new electrical substation at the Monterrey airport. In 2021, we started with the installation of battery banks with an aggregate storage capacity of 18.1 MW in Monterrey, Chihuahua, Ciudad Juárez, Mazatlán, Acapulco and Culiacán.

● Baggage-screening system – investments. We updated the screening equipment in six of our airports in 2021 to facilitate compliance with the new baggage-screening guidelines that require a comprehensive screening process for the detection of explosives using new Computer Tomography X-ray (CTX).

● OMA-VYNMSA Industrial Park at the Monterrey airport. We continued with the expansion of our OMA-VYNMSA industrial park located at the Monterrey airport. As of December 31, 2021, we had a total construction of 10 warehouses with a total leasable area of 63,813 square meters (686,877 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 40 to 144 months. Construction of an additional warehouse with an area of 10,849 square meters (112,334 square-feet) started in February 2022 with an expected termination date in September 2022.

BUSINESS OVERVIEW

Our Operations

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

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

According to figures published by the AFAC, our total aviation passenger traffic accounted for approximately 14.1% of all arriving and departing total aviation passengers in Mexico in 2021.

In 2021, we recorded revenues of Ps.8,720,010 thousand (U.S.$426,048 thousand) and a consolidated net income of Ps. 2,863,630 thousand (U.S.$ 139,913 thousand), the sum of our aeronautical and non-aeronautical revenues was Ps.6,931,107 thousand (U.S.$ 338,645 thousand) and our airports handled approximately 18.0 million terminal passengers, an increase of 62.9% with respect to the 11.1 million terminal passengers handled in 2020.

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Our airports serve several major international routes, including Monterrey-Houston, Monterrey-Dallas, Monterrey-San Antonio, San Luis Potosí-Houston, Chihuahua-Dallas, San Luis Potosí-Dallas, Durango-Dallas, Monterrey-Las Vegas, Mazatlán-Los Angeles, Mazatlán-Phoenix, Monterrey-Atlanta, Zacatecas-Chicago and Monterrey-McAllen. Our airports also serve several other major international destinations, including Harlingen, Chicago, Miami and Los Angeles in the United States, Panama City and Madrid. In addition, our airports serve major resort destinations, such as Acapulco, Mazatlán and Zihuatanejo, which are popular destinations in Mexico frequented by tourists from Mexico, the United States and Canada. Our airports also serve major domestic routes, including Monterrey-Mexico City, which was the country’s second busiest domestic route in 2021, with approximately 2.3 million total passengers (including passengers flying directly to the nearby airport of Toluca, which are counted together with those flying to Mexico City), according to the AFAC. Other major domestic routes served by our airports include Monterrey-Cancún, Culiacán-Tijuana and Chihuahua-Mexico City, with approximately 1,490,903, 866,737 and 671,745 total passengers, respectively, in 2021, according to the AFAC.

Our international traffic in 2021 increased by 94.3% compared to 2020, principally as a result of an increase in the operations of VivaAerobus’ Monterrey-Houston route, American Airlines’ Monterrey-Dallas route, VivaAerobus’ Monterrey-San Antonio route, United Airlines’ San Luis Potosí-Houston route, Aeromar’s Monterrey-McAllen route and VivaAerobus’ Monterrey-Harlingen route.

Monterrey and its metropolitan area is the third largest city in Mexico based on population, with a population of approximately 5.0 million. Monterrey ranks among Mexico’s most established urban and commercial centers and is the capital of the state of Nuevo León, Mexico’s seventh largest state based on population. It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities. Business travelers account for a substantial portion of passengers at the Monterrey airport. The Monterrey airport is our leading airport based on passenger traffic volume, air traffic movements and contribution to revenues and ranked as the fifth busiest airport in Mexico based on passenger traffic volume in 2021, according to data published by the AFAC. In 2021, our Monterrey airport accounted for approximately 45.9% of our terminal passenger traffic, 43.9% of our total revenues and 42.2% of the sum of our aeronautical and non-aeronautical revenues.

Three of our airports, Acapulco, Mazatlán and Zihuatanejo, serve popular Mexican tourist destinations. Acapulco is Mexico’s 26^th largest tourist destination, Mazatlán is the 13^th and Zihuatanejo is the 20^th, based on the number of international visitors in 2021 according to the AFAC. Acapulco is a principal port of call for cruise ships. In 2021, the Acapulco, Mazatlán and Zihuatanejo airports collectively accounted for 12.3% of our aggregate terminal passengers, 11.1% of our total revenues and 10.9% of the sum of our aeronautical and non-aeronautical revenues.

Seven of our airports serve small and mid-sized cities that are important regional centers of economic activity, with diverse economic activities such as mining (the Durango and Zacatecas airports), maquiladora manufacturing (the Chihuahua and Torreón airports), petroleum and chemical production (the Tampico airport), agriculture and livestock (the Culiacán airport) and transportation and logistics (the San Luis Potosí airport). In 2021, these seven regional airports collectively accounted for 31.2% of our aggregate terminal passengers, 27.9% of our total revenues and 28.9% of the sum of our aeronautical and non-aeronautical revenues.

The remaining two airports in the group, the Ciudad Juárez and Reynosa airports, serve cities situated along the border of Mexico and the United States. Both Ciudad Juárez and Reynosa are popular entry points to the United States. In 2021, the Ciudad Juárez and Reynosa airports collectively accounted for 10.7% of our aggregate terminal passengers, 9.3% of our total revenues and 8.2% of the sum of our aeronautical and non-aeronautical revenues.

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

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

In November 2012, as part of our diversification activities, we signed a strategic alliance agreement with VYNMSA Desarrollo Inmobiliario, S.A. de C.V. (“VYNMSA”), to build and operate an industrial park at the Monterrey airport. As part of this strategic alliance, 32.4 hectares (80.06 acres) within the Monterrey airport’s perimeter are being developed in phases for use as an industrial park. The industrial park was inaugurated on March 20, 2015, and as of December 2021 we have built a total of 10 warehouses with a total leasable area of 63,813 square meters (686,877 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 40 to 144 months. In February 2022, we began the construction of an additional warehouse with an area of 10,849 square meters (112,334 square-feet), which is expected to be finalized in September 2022.

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

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

The following table provides summary data for each of our 13 airports for the years ended December 31, 2019, 2020 and 2021:

	For the Year Ended December 31,
	2019								2020								2021
							Aeronautical								Aeronautical								Aeronautical
				Sum of			and Non-					Sum of			and Non-					Sum of			and Non-
				Aeronautical			Aeronautical					Aeronautical			Aeronautical					Aeronautical			Aeronautical
				and			Revenues					and			Revenues per					and			Revenues
	Terminal			Non-Aeronautical			per Terminal		Terminal			Non-Aeronautical			Terminal		Terminal			Non-Aeronautical			per Terminal
	Passengers			Revenues (1)			Passenger(2)		Passengers			Revenues(1)			Passenger (2)		Passengers			Revenues(1)			Passenger (2)
	(Number			(in millions					(Number			(in millions					(Number			(in millions			(in pesos)
Airport	in millions)	%		of pesos)	%		(pesos)		in millions)	%		of pesos)	%		(pesos)		in millions)	%		of pesos)	%
Metropolitan destination:
Monterrey	11.2	48.2	%	3,367.7	48.5	%	301.3		5.0	45.1	%	1,757.6	46.7	%	351.9		8.3	45.9	%	2,922.9	46.8	%	407.2
Total metropolitan destination	11.2	48.2	%	3,367.7	48.5	%	301.3	(3)  ​	5.0	45.1	%	1,757.6	46.7	%	351.9	(3)  ​	8.3	45.9	%	2,922.9	46.79	%	407.2	(3)  ​
Tourist destinations:
Acapulco	0.9	3.8	%	268.2	3.9	%	306.4		0.4	3.6	%	144.4	3.8	%	364.6		0.7	3.7	%	229.9	3.7	%	343.0
Mazatlán	1.2	5.0	%	374.2	5.4	%	322.2		0.7	6.7	%	248.6	6.6	%	335.8		1.1	6.1	%	363.4	5.8	%	338.3
Zihuatanejo	0.6	2.7	%	217.1	3.1	%	347.3		0.3	2.9	%	117.0	3.1	%	368.6		0.4	2.4	%	159.1	2.5	%	366.5
Total tourist destinations	2.7	11.5	%	859.5	12.4	%	322.9	(3)  ​	1.4	13.2	%	510.0	13.6	%	350.8	(3)  ​	2.2	12.2	%	752.4	12.0	%	345.3	(3)  ​
Regional destinations:
Chihuahua	1.7	7.3	%	478.4	6.9	%	281.4		0.8	7.4	%	261.8	7.0	%	320.0		1.4	7.6	%	467.6	7.5	%	381.0
Culiacán	2.5	10.6	%	684.3	9.9	%	278.3		1.4	12.4	%	411.3	10.9	%	299.5		2.0	10.9	%	631.1	10.1	%	320.3
Durango	0.5	2.3	%	163.6	2.4	%	310.4		0.3	2.5	%	90.6	2.4	%	334.0		0.4	2.5	%	169.9	2.7	%	381.0
San Luis Potosí	0.6	2.8	%	210.0	3.0	%	326.4		0.3	2.8	%	136.6	3.6	%	441.5		0.5	2.9	%	231.1	3.7	%	437.1
Tampico	0.7	3.2	%	225.2	3.2	%	304.7		0.3	2.4	%	91.7	2.4	%	338.7		0.4	2.2	%	153.2	2.5	%	385.8
Torreón	0.7	3.1	%	225.1	3.2	%	317.7		0.3	2.9	%	112.3	3.0	%	350.1		0.5	3.0	%	199.7	3.2	%	371.8
Zacatecas	0.5	2.1	%	155.4	2.2	%	327.1		0.2	2.1	%	81.8	2.2	%	352.1		0.4	2.1	%	147.4	2.4	%	392.2
Total regional destinations	7.2	31.3	%	2,142.0	30.9	%	295.4	(3)  ​	3.6	32.5	%	1,186.1	31.5	%	329.9	(3)  ​	5.6	31.2	%	2,000.0	32.0	%	355.9	(3)  ​
Border destinations:
Ciudad Juárez	1.6	6.9	%	436.3	6.3	%	273.1		0.8	7.1	%	237.4	6.3	%	300.5		1.5	8.3	%	439.4	7.0	%	292.9
Reynosa	0.5	2.1	%	131.8	1.9	%	274.2		0.2	2.1	%	69.5	1.8	%	303.5		0.4	2.4	%	132.1	2.1	%	310.1
Total border destinations	2.1	9.0	%	568.1	8.2	%	273.4	(3)  ​	1.0	9.2	%	306.9	8.2	%	301.2	(3)  ​	1.9	10.7	%	571.5	9.1	%	296.7	(3)  ​
Sum of aeronautical and non-aeronautical revenues(1)	23.2	100	%	6,937.3	100	%	299.4	(3)  ​	11.1	100	%	3,760.6	100	%	339.9	(3)  ​	18.0	100	%	6,246.8	100	%	371.8	(3)  ​

(1) Defined as the sum of aeronautical and non-aeronautical revenues for each airport, which does not include eliminations among our subsidiaries and does not include revenues from construction services. Revenues in millions rounded to the decimal.

(2) Revenues per terminal passenger are calculated by dividing the sum of aeronautical and non-aeronautical revenues for each airport by the number of terminal passengers for each airport. The result has been rounded to the decimal.

(3) Represents average total revenues per terminal passenger for the applicable airports.

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

Our Sources of Revenues

Aeronautical Services

Aeronautical services represent the most significant source of our revenues. All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports. In 2019, 2020 and 2021, aeronautical services revenues represented approximately 67.5%, 54.8% and 60.5%, respectively, of our total revenues and 76.0%, 71.5% and 76.1%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

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

Passenger Charges

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

The current agreements between our airports and our principal airline customers provide that payments for passenger charges will be between 30 and 60 days after the invoice delivery date. In 2021, the weighted average term of payment was 54 days.

International passenger charges are currently U.S. dollar-denominated but are collected in pesos based on the average exchange rate during the month prior to the flight, and the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso. In 2019, 2020 and 2021, passenger charges corresponding to international passengers represented 16.87%, 13.20% and 15.95%, respectively, of our consolidated revenues (excluding construction services revenues). Domestic passenger charges are peso-denominated. In 2019, 2020 and 2021, passenger charges represented approximately 86.6%, 81.6% and 87.1%, respectively, of our aeronautical services revenues, 58.5%, 44.7% and 52.7%, respectively, of our total revenues and 65.9%, 58.4% and 66.3%, respectively, of the sum of aeronautical and non-aeronautical revenues. Passenger charges vary at each airport and based on the destination of each flight.

Aircraft Landing Charges

We collect landing charges from all carriers including cargo carriers for their use of our runways and taxiways, illumination systems on the runways and taxiways and other visual landing assistance services. Our landing charges are different for each of our airports and are based on each landing aircraft’s weight (determined as an average of the aircraft’s weight without fuel and maximum takeoff weight), the time of the landing, the origin of the flight and the nationality of the airline or client. In 2019, 2020 and 2021, these charges represented approximately 4.0%, 5.0% and 3.9%, respectively, of our aeronautical services revenues, 2.7%, 2.7% and 2.4%, respectively, of our total revenues and 3.0%, 3.6% and 3.0%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

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

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

We collect charges from carriers for the long-term use of facilities at our airports for aircraft long-term parking that does not involve the loading or unloading of passengers or cargo. These charges are based on the time of day or night the aircraft is parked at our facilities, the length of time the aircraft is parked at our facilities and whether the service is domestic or international. Together with our aircraft parking, boarding and unloading charges described above, in 2019, 2020 and 2021, these charges represented approximately 3.2%, 4.2% and 3.2%, respectively, of our aeronautical services revenues, 2.2%, 2.3% and 1.9%, respectively, of our total revenues and 2.5%, 3.0% and 2.4%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Passenger Walkway Charges

Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via buses and other vehicles. These charges are generally based on the amount of time each service is used, the number of these services used, the time of day the services are used, the origin and destination of the flight and the nationality of the airline or client. In 2019, 2020 and 2021, these charges represented approximately 0.8%, 0.7% and 0.4%, respectively, of our aeronautical services revenues, 0.6%, 0.4% and 0.3%, respectively, of our total revenues and 0.6%, 0.5% and 0.3%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Airport Security Charges

We also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (excluding infants, diplomats and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel. These charges are based on the time of day the services are used, the number of departing passengers and the destination of the flight. Independent subcontractors provide airport security services at our airports. In 2019, 2020 and 2021, these charges represented approximately 1.1%, 1.0% and 1.0%, respectively, of our aeronautical services revenues, 0.7%, 0.6% and 0.6%, respectively, of our total revenues and 0.8%, 0.7% and 0.8%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

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

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

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

In response to the COVID-19 pandemic, we have continued to implement the following measures, which increased airport costs and expenses during 2021:

● maintained disinfectant gel dispensers based on alcohol at a minimum of 70% in public areas and strategic points,

● mandated and enforced the use of face coverings in all areas,

● maintained temperature checkpoints at entry points for passengers and airport personnel,

● provided personal protection equipment (PPE) (facemasks, gloves, face shields) to all our airport personnel,

● maintained disinfectant mats to eliminate viruses and bacteria on footwear at the entrances to the terminals and offices,

● maintained protective acrylics to minimize the transmission routes of COVID-19 between passengers and personnel in the airport facilities, including at information modules and commercial areas, such as stores and rental companies,

● maintained physical barriers to ensure entry only and exit only flows,

● distributed the questionnaire required by AFAC for the “Identification of Risk Factors in Travelers” in paper and electronic form,

● increased the cleaning and sanitation cycles in all areas of our facilities, including through the increased use of disinfectants and the daily cleaning of transport equipment,

● maintained guidelines for effective, efficient and recurrent supervision of compliance with health measures to prevent the spread of COVID-19,

● displayed COVID-19 information, including national and international regulations regarding the pandemic and other relevant information, on all our airport information screens,

● instituted work from home and staggered activity policies in certain departments, and

● circulated to airport personnel informational materials on preventive measures and questionnaires to detect health risks.

Complementary Service Providers

At each of our airports, we earn revenues from charging access and other fees from third-party providers, ramp-handling and baggage-handling services, catering services, aircraft security, providers of aircraft maintenance and repair and fuel. These access fees are included in the revenues that are regulated under our maximum-rate price regulation system and are determined for each third-party service provider based on a percentage of their total revenues. We currently maintain contracts with 52 companies that provide the majority of these complementary services at our 13 airports.

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

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

Leasing of Space to Airlines

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

Cargo Handling

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

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

Permanent Ground Transportation

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

Non-Aeronautical Services

General

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

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

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As one of the main parts of our business strategy, we have prioritized increasing our non-aeronautical revenues, seeking new and improved commercial prices at our airports, as well as the development of the diversification and complementary activities. As a result of our efforts during the last ten years, our non-aeronautical revenues have increased as a percentage of our revenues. In 2010, non-aeronautical revenues represented 14.0% of the sum of aeronautical and non-aeronautical revenues, while in 2019, 2020 and 2021 non-aeronautical revenues accounted for approximately 21.3%, 21.8% and 19.0% of our total revenues, respectively. Non-aeronautical revenues represented 24.0%, 28.5% and 23.9% in 2019, 2020 and 2021, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Revenues from Commercial Activities

As another main part of our business strategy to enhance our non aeronautical revenues, we have prioritized increasing our revenues per passenger from commercial activities in our airports through the development of new areas, introduction of new services, brands and promotion of the commercial services described below. In 2021, our revenues from commercial activities increased by 36.3% in 2021 as compared to 2020. In order to position our commercial revenues for future growth, the following initiatives have been implemented or expanded:

● Expanding and reconfiguring the commercial space available in our airport terminals. In order to increase our revenues from commercial activities, we have expanded and redesigned the layout of certain terminals in our airports to allow for the inclusion of more commercial businesses and larger individual commercial spaces, as well as to redirect the flow of passengers through our airports so as to increase passengers’ exposure to the commercial businesses operating in our airports. As a result, during the last ten years, we increased the total area available for commercial activity in our 13 airports by approximately 22.1%, and have more than doubled the commercial area in the Monterrey airport. As of December 31, 2021, the total area available for commercial activity at our 13 airports was 22,133 square meters (238,235 square feet), with an occupancy rate of 87.2%.

● Supporting our commercial tenants through the effects of COVID-19 as a direct response to the pandemic, and ensuring that commercial services continue despite the pandemic by providing support programs, such as discounts and a payment deferral program, to certain commercial activities that were largely impacted by the decrease in passenger traffic. These programs were established in 2020, and were phased out completely by June 30, 2021.

● Renegotiating agreements with commercial tenants upon expiration to be more consistent with market practice. We improved our lease arrangements with existing tenants by adopting a contract that provides for royalty payments based on a percentage of revenues, subject to a minimum fixed amount based partly on square footage, as opposed to the leases based solely on square footage that were used historically in Mexican airports. As of December 31, 2021, approximately 95.7% of our commercial contracts were subject to royalty-based leasing arrangements and approximately 63.8% generated royalties in 2021.

● Improving the quality of retail offerings in our airports. Historically, commercial tenants in our terminals consisted of small, often similar, local businesses offering goods and services of limited variety. We have leased redesigned space formerly occupied by such tenants, as well as newly available space, to more established, internationally recognized businesses in order to improve the quality, diversity and brand recognition of commercial goods and services available to our passengers, which we believe, based in part on market surveys conducted at several of our airports, will increase the sales revenues of our commercial tenants, thereby increasing our revenues from commercial activities. As a result, our food and beverage service tenants currently offer internationally recognized brands such as Starbucks, Chili’s, Carl’s Jr, Texas Fine Dining, Urban Corner and Gastro Hub. In order to promote commercial development at all of our airports, we encourage commercial tenants to lease bundles of commercial spaces among multiple airports that we operate.

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● Providing timely commercial information. We use social media to communicate the commercial opportunities and activities at our airports on a daily basis. We believe that good communication is the best method to promote our commercial services. We advertise current deals and new commercial services and, in some cases, we offer seasonal deals in coordination with our tenants.

● Improving travel experience. Our commercial team works together with our operational team, airline clients and commercial tenants to devise customer-oriented solutions to deliver a better experience for all our passengers.

Commercial activities in each of our airports currently consist of the following:

● Parking facilities. Our concessions provide us the right to operate the car parking facilities at all of our airports. Revenues from parking facilities at our airports currently are not regulated under our maximum rates, although they are subject to the regulatory oversight of the Ministry of Infrastructure Communications and Transportation.

● Advertising. On April 1, 2022, we entered into a new lease and advertising agreement with 5M2 Airports, S.A. de C.V. (“5M2 Airports”), effective through March 31, 2029. 5M2 Airports is the out-of-home media division of Grupo Expansión and provides services in mass transport stations and other airports in Mexico. Grupo Expansion is a leading printed and digital publishing and out-of-home media company in Mexico. We had previously signed a lease and advertising services agreement with ISA Corporativo, S.A. de C.V. (“ISA”) on October 4, 2018, which was terminated by ISA on December 31, 2021.

● Retail and duty free. We have completed several renovation projects as part of our overall effort (described above) to improve the product mix and brand recognition of retail stores in the commercial areas at our airports. We also have several duty-free retailers that cater to international passengers.

● Food and beverage services. Through the years, we have upgraded our restaurant and bar offerings, which has allowed us to attract world-class operators of food and beverage outlets offering a wide variety of cuisine options and service concepts.

● Car rentals. We have internationally-known name-brand car rental providers at our airports and have encouraged car rental companies to establish on-site automobile pick-up and drop-off facilities at our airports. We have also encouraged our car rental providers to differentiate their VIP services and modernize their facilities.

● Time-share marketing and hotel promotion. We receive revenues from time-share developers and hotels to whom we rent space in our airports for the purpose of marketing and sales of time-share units as well as provide hotel transportation services.

● Financial services. We lease space to financial services providers (such as currency exchange bureaus, banks and ATMs) at our airports, and we charge providers of these financial services fees based partly on a percentage of the revenues recorded by their operations. ATM service is currently available at all of our airport terminals.

● Communications. We offer telephone, mobile phone and internet services at our airports through contractual agreements with service providers and offer wireless internet access at all of our airports.

● VIP Lounges. In December 2021 OMA transitioned from leasing space for the OMA Premium Lounge in the Monterrey, Mazatlán, Culiacán, Chihuahua, Acapulco and San Luis Potosí airports to directly operating all of OMA Premium Lounges. Before 2021, OMA Premium Lounges were operated by a third party through a revenue-sharing lease agreement. OMA also leases space for the American Express Centurion VIP Lounge and CitiBanamex Beyond Lounge in the Monterrey airport.

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Revenues from Diversification Activities

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

Our revenues from diversification activities increased by 42.1% as compared to 2020. The following are our main diversification initiatives during 2021:

● OMA Carga Operations. We operate four bonded warehouses that provide cargo logistics services, which include storage, handling, custody maneuvers, loading and unloading, and x-ray screening of exports, among other services. Two bonded warehouses operate at the Monterrey airport, one operates at the Ciudad Juárez airport and the other one at the Chihuahua airport. Total revenues from OMA Carga Operations increased by 40.3% to Ps.257,210 thousand, in comparison to revenues totalling Ps.183,382 thousand in 2020.

● Terminal 2 NH Collection Hotel at Mexico City Airport. In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero Terminal 2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease agreement with Mexico City International Airport that expires in 2029. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%. The Terminal 2 NH Collection Hotel opened in August 2009. For the year ended December 31, 2021, total revenues increased by 54.9% to Ps.109,276 thousand, compared to 2020, and annual average occupancy during such period was 63.8%. In 2021, the annual average rate per room was Ps.2,124.

● Hilton Garden Inn Hotel at Monterrey airport. In July 2013, we partnered with Grupo Hotelero Santa Fe, S.A.B. de C.V. a publicly-listed Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand. We own 85% of Consorcio Hotelero Aeropuerto de Monterrey, S.A.P.I. de C.V. and Grupo Hotelero Santa Fe holds the remaining 15%. The Hilton Garden Inn at the Monterrey airport includes a restaurant and bar, business centers and a fitness center and is easily accessible from Terminals A and B of the airport. For the year ended December 31, 2021, total revenues increased by 60.9% to Ps.52,483 thousand, compared to 2020, and annual average occupancy during such period was 46.1%. In 2021, the annual average rate per room was Ps.1,917.

● OMA-VYNMSA Aero Industrial Park. In November 2012, we, through our subsidiary OMA Logística, entered into a strategic alliance agreement with VYNMSA, to build and operate an industrial park at the Monterrey airport through a special purpose vehicle named OMA-VYNMSA Aero Industrial Park, S.A. de C.V. in which OMA Logística has a 51% ownership interest and VYNMSA has a 49% ownership interest. As part of this strategic alliance, 32.4 hectares (80.06 acres) within the Monterrey airport’s perimeter are being developed in phases for use as an industrial park. The industrial park was inaugurated on March 20, 2015, and as of December 2021 we have built a total of 10 warehouses with a total leasable area of 63,813 square meters (686,877 square-feet), of which all warehouses have already been leased and are currently in operation with lease terms ranging from 40 to 144 months. In February 2022, this company started the construction of an additional warehouse of 10,849 square meters (112,334 square-feet) , which is expected to finalize in September 2022.

● Shopping Center and Office Plaza. Located in the outside areas of Terminal A of the Monterrey airport, the shopping center and office plaza consists of a two-story building with commercial space on the lower level and office space for rent on the upper level.

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● Gasoline Service Station at Monterrey airport. In December 2012, a gasoline service station within the Monterrey airport began operations. The 2,500 square meters (26,910 square feet) of land on which the service station is located is identified for diversification activities and was leased to Grupo ORSAN, an authorized distributor of Mobil, for a renewable term of 15 years. Grupo ORSAN is responsible for the operation of and all investments in the service station. In 2021, the leasing of this land to Grupo ORSAN generated revenues of Ps.2,979 thousand.

● Office Center for Cargo Logistics Agents. Leasing of 1,045 square meters (11,248 square feet) of space at the Monterrey airport with an occupancy rate of 84.0% as of December 31, 2021.

Revenues from Complementary Activities

Our complementary activities generated 18.4% of our non-aeronautical revenues in 2021. These include:

● Leasing of space. Revenues that we derive from the leasing of space in our terminals to airlines and complementary service providers for certain activities that are not essential to airport operations, such as first class/VIP lounges, are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities.

● Baggage-Screening Services. The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006 and all domestic commercial flights as of July 2006 to undergo a comprehensive screening process for the detection of explosives. We completed the purchase and installation of screening equipment in all of our airports in 2015 to facilitate our airline customers’ compliance with the baggage-screening guidelines. We negotiated an increase to maximum rates as of 2013 with the Federal Civil Aviation Agency to take into account the maintenance costs of baggage-screening systems in all of our airports required by mandatory circulars CO SA-17.2/10 R3 and CO SA-17.9/16. Our subsidiary Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening systems at our airports since March 1, 2012. In 2021, our revenues from the operation of checked-baggage screening system service, amounted to Ps. 150,238 thousand.

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

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

Our Airports

In 2019, 2020 and 2021, our airports served a total of approximately 23.2 million, 11.1 million and 18.0 million terminal passengers, respectively. All of our airports are designated as international airports under applicable Mexican law, meaning that they are equipped to receive international flights and maintain customs and immigration facilities operated by the Mexican government.

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The following table sets forth the percentage of terminal passenger traffic generated at our airports per type of destination during 2019, 2020 and 2021:

	Percentage of Total Passenger Traffic
Type of Destination	2019		2020		2021
Metropolitan (Monterrey)	48.2	%	45.1	%	45.9	%
Tourist (Acapulco, Mazatlán and Zihuatanejo)	11.5	%	13.2	%	12.2	%
Border (Ciudad Juárez and Reynosa)	9.0	%	9.2	%	10.7	%
Regional (Culiacán, Chihuahua, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas)	31.3	%	32.5	%	31.2	%

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

Passenger Traffic

	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	Terminal(1)	Transit(2)	Total	Terminal(1)	Transit(2)	Total	Terminal(1)	Transit(2)	Total	Terminal(1)	Transit(2)	Total	Terminal(1)	Transit(2)	Total
Total passengers:
Acapulco	685,124	5,198	690,322	739,120	15,340	754,460	875,315	14,298	889,613	395,948	1,704	397,652	670,239	6,180	676,419
Ciudad Juárez	1,173,135	7,846	1,180,981	1,364,028	9,725	1,373,753	1,597,471	8,168	1,605,639	790,009	3,053	793,062	1,499,841	813	1,500,654
Culiacán	1,909,651	14,480	1,924,131	2,270,834	10,477	2,281,311	2,458,863	8,915	2,467,778	1,373,102	2,571	1,375,673	1,970,211	9,197	1,979,408
Chihuahua	1,409,579	16,762	1,426,341	1,556,770	11,788	1,568,558	1,699,816	5,004	1,704,820	818,151	650	818,801	1,363,937	768	1,364,705
Durango	395,905	3,442	399,347	418,914	2,711	421,625	527,004	5,521	532,525	271,231	1,317	272,548	446,030	789	446,819
Mazatlán	994,283	22,085	1,016,368	1,038,555	14,220	1,052,775	1,161,155	21,573	1,182,728	740,306	8,310	748,616	1,106,071	13,108	1,119,179
Monterrey	9,771,630	28,232	9,799,862	10,733,186	36,620	10,769,806	11,176,555	24,797	11,201,352	4,994,170	4,341	4,998,511	8,269,834	8,066	8,277,900
Reynosa	485,727	288	486,015	466,934	158	467,092	480,524	169	480,693	229,058	221	229,279	425,918	524	426,442
San Luis Potosí	553,353	1,639	554,992	626,512	2,282	628,794	643,224	2,509	645,733	309,311	823	310,134	528,625	2,317	530,942
Tampico	717,342	4,199	721,541	736,627	2,638	739,265	739,143	2,750	741,893	270,835	728	271,563	397,191	2,380	399,571
Torreón	618,930	4,191	623,121	681,551	5,164	686,715	708,563	6,153	714,716	320,820	1,591	322,411	537,161	3,079	540,240
Zacatecas	349,453	1,470	350,923	366,871	2,639	369,510	475,241	3,849	479,090	232,352	1,003	233,355	375,930	451	376,381
Zihuatanejo	597,902	2,068	599,970	566,497	1,331	567,828	625,186	501	625,687	317,395	637	318,032	434,176	29	434,205
Total	19,662,014	111,900	19,773,914	21,566,399	115,093	21,681,492	23,168,060	104,207	23,272,267	11,062,688	26,949	11,089,637	18,025,164	47,701	18,072,865

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

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

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	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total
Terminal departing passengers:
Acapulco	305,337	41,326	346,663	327,220	43,948	371,168	392,382	46,383	438,765	178,343	22,046	200,389	304,494	30,640	335,134
Ciudad Juárez	573,739	2,244	575,983	668,369	3,927	672,296	772,724	5,856	778,580	384,557	1,677	386,234	718,819	11,814	730,633
Culiacán	940,889	22,723	963,612	1,118,311	25,413	1,143,724	1,210,867	30,656	1,241,523	681,298	11,417	692,715	962,481	41,991	1,004,472
Chihuahua	638,836	65,574	704,410	701,064	72,745	773,809	762,680	80,957	843,637	370,880	40,497	411,377	607,491	86,328	693,819
Durango	161,252	36,228	197,480	171,650	37,542	209,192	208,049	56,567	264,616	105,226	30,968	136,194	172,323	55,337	227,660
Mazatlán	341,616	157,267	498,883	363,086	157,710	520,796	413,165	166,222	579,387	279,964	94,180	374,144	460,163	91,969	552,132
Monterrey	4,193,276	674,556	4,867,832	4,612,687	728,440	5,341,127	4,777,176	774,363	5,551,539	2,195,445	288,703	2,484,148	3,384,393	741,850	4,126,243
Reynosa	234,880	3,210	238,090	225,614	3,354	228,968	230,461	3,392	233,853	108,582	1,809	110,391	203,881	8,205	212,086
San Luis Potosí	185,349	91,558	276,907	207,879	104,717	312,596	211,770	108,127	319,897	105,942	48,709	154,651	173,765	92,965	266,730
Tampico	332,405	28,354	360,759	333,706	37,904	371,610	331,815	38,671	370,486	123,884	14,274	138,158	174,714	27,454	202,168
Torreón	277,275	37,673	314,948	299,449	43,274	342,723	306,625	47,316	353,941	144,792	16,840	161,632	229,382	39,778	269,160
Zacatecas	104,028	71,578	175,606	107,399	76,809	184,208	158,191	81,492	239,683	79,767	39,216	118,983	122,420	71,167	193,587
Zihuatanejo	177,623	121,440	299,063	167,886	116,800	284,686	197,126	116,593	313,719	95,487	67,842	163,329	167,531	49,600	217,131
Total	8,466,505	1,353,731	9,820,236	9,304,320	1,452,583	10,756,903	9,973,031	1,556,595	11,529,626	4,854,167	678,178	5,532,345	7,681,857	1,349,098	9,030,955

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	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total
Terminal arriving passengers:
Acapulco	326,492	11,969	338,461	354,367	13,585	367,952	422,254	14,296	436,550	182,686	12,873	195,559	319,269	15,836	335,105
Ciudad Juárez	596,586	566	597,152	691,262	470	691,732	818,244	647	818,891	403,398	377	403,775	768,487	721	769,208
Culiacán	939,409	6,630	946,039	1,123,022	4,088	1,127,110	1,211,407	5,933	1,217,340	678,105	2,282	680,387	957,713	8,026	965,739
Chihuahua	659,426	45,743	705,169	734,964	47,997	782,961	802,503	53,676	856,179	381,813	24,961	406,774	626,199	43,919	670,118
Durango	177,219	21,206	198,425	191,524	18,198	209,722	224,717	37,671	262,388	110,487	24,550	135,037	178,320	40,050	218,370
Mazatlán	353,920	141,480	495,400	375,957	141,802	517,759	434,104	147,664	581,768	285,878	80,284	366,162	474,146	79,793	553,939
Monterrey	4,308,480	595,318	4,903,798	4,788,705	603,354	5,392,059	4,979,390	645,626	5,625,016	2,292,727	217,295	2,510,022	3,590,916	552,675	4,143,591
Reynosa	247,231	406	247,637	237,689	277	237,966	246,429	242	246,671	118,395	272	118,667	213,334	498	213,832
San Luis Potosí	210,794	65,652	276,446	243,290	70,626	313,916	242,306	81,021	323,327	115,160	39,500	154,660	187,314	74,581	261,895
Tampico	341,321	15,262	356,583	349,805	15,212	365,017	353,006	15,651	368,657	126,954	5,723	132,677	181,277	13,746	195,023
Torreón	286,981	17,001	303,982	322,643	16,185	338,828	331,013	23,609	354,622	149,194	9,994	159,188	246,130	21,871	268,001
Zacatecas	117,174	56,673	173,847	121,675	60,988	182,663	169,639	65,919	235,558	80,903	32,466	113,369	125,326	57,017	182,343
Zihuatanejo	188,412	110,427	298,839	177,154	104,657	281,811	208,721	102,746	311,467	97,830	56,236	154,066	173,028	44,017	217,045
Total	8,753,445	1,088,333	9,841,778	9,712,057	1,097,439	10,809,496	10,443,733	1,194,701	11,638,434	5,023,530	506,813	5,530,343	8,041,459	952,750	8,994,209

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The following table sets forth the air traffic movement capacity of each of our airports as of December 31, 2021:

Capacity⁽¹⁾ by Airport⁽²⁾

	Peak Air Traffic
	Movements per	Runway	% Capacity
Airport	Hour	Capacity(3)	Used
Acapulco	5	40	12.5
Ciudad Juárez	6	20	30.0
Culiacán	9	24	37.5
Chihuahua	7	40	17.5
Durango	3	40	7.5
Mazatlán	8	22	36.4
Monterrey	19	38	50.0
Reynosa	4	18	22.2
San Luis Potosí	6	20	30.0
Tampico	4	22	18.2
Torreón	5	20	25.0
Zacatecas	3	20	15.0
Zihuatanejo	6	20	30.0

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

(2) 2021 figures.

(3) Air traffic movements per hour.

The following table sets forth the terminal capacity of each of our airports as of December 31, 2021:

Capacity⁽¹⁾ by Airport⁽²⁾

	Peak Passenger
	Traffic Movements	Terminal	% Capacity
Airport	per Hour	Capacity(3)	Used
Acapulco	474	1,103	43.0
Ciudad Juárez	869	621	139.9
Culiacán	977	938	104.2
Chihuahua	805	1,297	62.1
Durango	403	606	66.5
Mazatlán	955	1,537	62.1
Monterrey Terminal A	1,391	2,091	66.5
Monterrey Terminal B	569	1,469	38.7
Monterrey Terminal C	1,534	1,246	123.1
Reynosa	574	895	64.1
San Luis Potosí	463	1,380	33.6
Tampico	384	776	49.5
Torreón	418	549	76.1
Zacatecas	387	579	66.8
Zihuatanejo	549	945	58.1

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

(2) 2021 figures.

(3) Passenger traffic during peak hours.

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

Air Traffic Movements by Airport(1)

	For the Year Ended December 31,
	2017	2018	2019	2020	2021
Acapulco	22,838	24,151	23,606	16,115	18,360
Ciudad Juárez	16,215	18,512	19,260	12,277	18,243
Culiacán	38,018	41,133	40,750	29,520	35,912
Chihuahua	29,361	30,760	30,222	20,990	27,366
Durango	14,559	15,324	16,039	11,556	13,985
Mazatlán	17,424	17,579	17,342	13,407	18,325
Monterrey	110,938	114,564	112,188	58,265	77,860
Reynosa	8,639	7,278	6,757	4,825	7,181
San Luis Potosí	21,605	21,394	19,813	12,628	16,420
Tampico	18,702	18,930	17,219	10,266	14,720
Torreón	14,842	16,863	16,912	10,350	14,077
Zacatecas	6,868	6,903	7,390	4,377	6,282
Zihuatanejo	12,343	11,959	12,582	9,580	10,626
Total	332,352	345,350	340,080	214,156	279,357

(1) Includes departures and landings.

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

Average Passengers per Air Traffic Movements by Airport⁽¹⁾

	For the Year Ended December 31,
	2017	2018	2019	2020	2021
Acapulco	30.0	30.6	37.1	24.6	36.5
Ciudad Juárez	72.3	73.7	82.9	64.3	82.2
Culiacán	50.2	55.2	60.3	46.5	54.9
Chihuahua	48.0	50.6	56.2	39.0	49.8
Durango	27.2	27.3	32.9	23.5	31.9
Mazatlán	57.1	59.1	67.0	55.2	60.4
Monterrey	88.1	93.7	99.6	85.7	106.2
Reynosa	56.2	64.2	71.1	47.5	59.3
San Luis Potosí	25.6	29.3	32.5	24.5	32.2
Tampico	38.4	38.9	42.9	26.4	27.0
Torreón	41.7	40.4	41.9	31.0	38.2
Zacatecas	50.9	53.1	64.3	53.1	59.8
Zihuatanejo	48.4	47.4	49.7	33.1	40.9
Average of all airports	59.2	62.4	68.1	51.7	64.5

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

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Air Traffic Movements by Aviation Category(1)

a
	For the Year Ended December 31,
	2020	2021
Commercial aviation	125,975	172,410
Charter aviation	648	266
General aviation and other	87,533	106,681
Total	214,156	279,357

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

Metropolitan Destination

Monterrey International Airport

The Monterrey airport is our most important airport based on passenger traffic (including both domestic and international passengers), air traffic movements and contribution to aeronautical revenues. According to the AFAC, the Monterrey airport was the fifth busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, it accounted for approximately 48.2%, 45.1% and 45.9%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 11.2 million, 5.0 million, and 8.3 million terminal passengers, respectively, were served by the Monterrey airport. Of the terminal passengers in 2019, 87.3% were domestic, and 12.7% were international passengers. In 2020, 89.9% were domestic, and 10.1% were international passengers. In 2021, 84.3% were domestic, and 15.7% were international passengers. This airport serves primarily business travelers and is also a hub for the transportation of goods.

A total of 11 commercial airlines operated at this airport during 2021. In 2021, airlines operating at this airport served 46 direct destinations, including 33 domestic destinations and 13 international destinations. In 2021, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Guadalajara, Tijuana, Puerto Vallarta, Mérida, Veracruz, San José del Cabo, Villahermosa, Querétaro, Hermosillo, Mazatlán, Ciudad Juárez, Puebla, Chihuahua, El Bajío, Houston, Dallas, San Antonio, Las Vegas, Atlanta, McAllen, Harlingen, Chicago, Miami, Panama City, Los Angeles and Madrid. In 2021, the principal airlines operating at the airport were VivaAerobus, Volaris, Aeroméxico, Magnicharters, American Airlines, United Airlines, Aeroméxico Connect, Aeromar, TAR and Delta Airlines.

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

The Monterrey airport operates 24 hours a day. The airport has two operating runways, one with a length of 3,000 meters (9,842 feet) and the other with a length of 1,800 meters (5,905 feet). The airport’s runway capacity is 38 air traffic movements per hour. The airport also has an instrument landing system on runway 29. The airport occupies a total area of 806.2 hectares (3.11 square miles) and has three commercial passenger terminal buildings (Terminal A, B and C for domestic and international flights) with a total area of approximately 62,297 square meters (670,559 square feet). The airport has three platforms for commercial aviation operations, one platform for general aviation operations, one platform for air freight operations with eight positions and eleven taxiways.

The Terminal A building has a total area of approximately 29,269 square meters (315,049 square feet), of which 4,571 square meters (49,202 square feet) is commercial space, a 19-position apron for commercial aviation, eight-position apron for air freight, a five-position apron for general aviation, nine air bridges, an ample boarding lounge for passengers making connections with other flights and other boarding lounges. Terminal A has 15 boarding gates for international or domestic flights and a public parking facility that accommodates 2,102 vehicles.

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The Terminal B building started operations on September 1, 2010, and is used by Aeroméxico, Aeroméxico Connect, Delta, TAR and Aeromar. Terminal B has a total area of approximately 20,568 square meters (221,392 square feet), of which 3,309 square meters (35,618 square feet) is commercial space. It has two levels plus a mezzanine and includes six air bridges, an 18-position commercial aviation apron and 14 boarding gates. Terminal B also has a public parking facility that accommodates 650 vehicles. In 2018, we completed a 1,200 square-meter (12,917 square-foot) expansion of the passenger waiting area for regional flights leaving out of Terminal B at the Monterrey airport. The expansion increased the regional waiting area by 280%. The project had a total investment of Ps.125 million, and it started operations on September 8, 2018.

The Terminal C building has a total area of approximately 12,460 square meters (134,118 square feet), of which 1,841 square meters (19,816 square feet) is commercial space. This terminal, which commenced operation at year-end 2006, is used by VivaAerobus. Terminal C has eight boarding gates and serves 15 aircraft positions for commercial aviation. In January 2012, we concluded the construction of a new modern access to the Terminal C building, more commercial spaces and an additional baggage-claim area, with a total area of approximately 3,420 square meters (36,812 square feet). Terminal C has a public parking facility that accommodates 987 vehicles.

The Monterrey airport offers air cargo services for imports and exports and serves as a logistical hub for domestic and international air shipping providers. Its current infrastructure servicing air cargo operations includes bonded warehouses. An area of 14,661 square meters (157,810 square feet) has been occupied by Federal Express and OMA Carga since 2004, United Parcel Service since 2005 and DHL since 2011. In 2017, OMA Logística started operating a 15,926 square-meter (171,426 square-feet) bonded warehouse under the OMA Carga brand to facilitate for ground cargo operations between customs. Inside the Monterrey airport, the customs authority has import and export merchandise checkpoint platforms and our warehouses offer services for the handling, storage and custody of merchandise, dry cargo, controlled temperature, DGR (Dangerous Goods Regulation), X-ray (authorized equipment by TSA), 24/7 surveillance cameras, scales of up to 30 tons, as well as miscellaneous services required for authorized import and export operations. The Monterrey airport also offers commercial, office and parking spaces that facilitate and contribute to the activities of all users and make it an attractive logistical hub for the entire foreign trade community, in conjunction with the infrastructure and facilities for Mexican customs.

To allow the future expansion of the Monterrey airport, including its second commercial runway, between 2007 and 2011, we entered into a series of agreements for the purchase and exchange of plots of land adjacent to or near the Monterrey airport. We currently own approximately 575 hectares (2.2 square miles) of land reserve adjacent or near the Monterrey airport with an aggregate book value of Ps. 1,705,774 thousand, of which approximately 393 hectares (1.5 square miles) with a book value of Ps.1,571,509 thousand are owned by the Monterrey airport and approximately 182 hectares (0.7 square miles) with a book value of Ps.134,264 thousand are owned by our other subsidiaries. The acquired land is classified in our financial statements as land owned by the Company at its acquisition value, presented as a fixed asset. To recover the cost of our investments in land reserve, on December 4, 2012, we received authorization from the Mexican Bureau of Civil Aviation (currently AFAC) to reallocate Ps.386,538 thousand (amount expressed in nominal 2009 pesos) in investments included in the 2011–2015 Master Development Program for the Monterrey airport. Additionally, during the 2011 Master Development Program review, We recognized Ps.77,307 thousand (amount expressed in nominal 2009 pesos) of cost of land acquisitions. The recovery of Ps.695,767 thousand (amount expressed in nominal 2009 pesos) of cost of land acquisitions is included in the indicative period of our currently approved Master Development Program for 2026-2035. The actual amounts of recovery are adjusted annually based on the Mexican Producer Index.

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

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In November 2019, we started a major expansion project at the Monterrey airport. We expect to invest approximately Ps.5.1 billion between 2019 and 2025. The project will be built in two phases. Phase 1 consists of the expansion of the public and check-in areas of Terminal A and the construction of a new boarding gate wing. As a result, total terminal space will increase by approximately 14,646 square meters (157,648 square feet), approximately a 24% increase of the existing terminal space. Certain components of Phase 1 are expected to become operational by the end of the second quarter of 2022. Phase 2 consists of the construction of a second new boarding gate wing and an overall expansion of the terminal, increasing terminal space by an additional 14,753 square meters (158,800 square feet), an increase of 19% versus phase 1. Phase 2 is expected to be completed by the end of 2025. After both phases of the expansion, the Monterrey airport will have an annual capacity of 16.3 million passengers (up from 12.0 million passengers currently), positioning itself as one of the busiest connection centers in northern Mexico.

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

Tourist Destinations

Acapulco International Airport

The Acapulco airport is our sixth most important airport based on passenger traffic and contribution to aeronautical revenues. According to the AFAC, the Acapulco airport was the 25^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, it accounted for approximately 3.8%, 3.6% and 3.7%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 875,315, 395,948 and 670,239 terminal passengers, respectively, were served by the Acapulco airport. Of the terminal passengers in 2019, 93.1% were domestic, and 6.9% were international. In 2020, 91.2% were domestic, and 8.8% were international. In 2021, 93.1% were domestic and 6.9% were international. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.

A total of 8 airlines (seven commercial airlines and one charter airline) operated at this airport during 2021. In 2021, airlines operating at this airport served eight direct destinations, including five domestic destinations and three international destinations. In 2021, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Tijuana, Monterrey, Guadalajara and Cancún. In 2021, the principal airlines operating at the airport were Volaris, Aeroméxico Connect, VivaAerobus, Aeromar, United Airlines, Aeroméxico, American Airlines and Air Transat.

The Acapulco airport is located approximately 15 kilometers (9 miles) from the city of Acapulco in the state of Guerrero, which has a population (including its suburbs) of 852,622. Guerrero is Mexico’s 13^th largest state based on population, and the city of Acapulco is one of Mexico’s most recognized tourist destinations, of particular importance as a port of embarkation and disembarkation for cruise ships. We believe that these cruise ship passengers represent a significant portion of the airport’s terminal passengers.

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

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The runway capacity at the Acapulco airport is 40 air traffic movements per hour. The airport also has two instrument landing systems for landing in low visibility on runways 10 and 28, which provide precise guidance to assist aircraft during landing. The airport occupies a total area of 422.2 hectares (1.63 square miles) with a total terminal space of 15,436 square meters (166,151 square feet), of which 2,020 square meters (21,743 square feet) is commercial space. Besides having the instrument landing system, runways 10 and 28 have approach lights and flashes on both headers. The Acapulco airport has a public parking facility that accommodates 110 vehicles.

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

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

Mazatlán International Airport

The Mazatlán airport is our fifth most important airport based on passenger traffic. According to the AFAC, the Mazatlán airport was the 16^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, it accounted for approximately 5.0%, 6.7% and 6.1%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 1,161,155, 740,306 and 1,106,071 terminal passengers, respectively, were served by the Mazatlán airport. Of the terminal passengers in 2019, 73.0% were domestic, and 27.0% were international. In 2020, 76.4% were domestic, and 23.6% were international. In 2021, 84.5% were domestic and 15.5% were international. The airport’s passengers are predominantly domestic tourists who come from Mexico City, Monterrey and Tijuana, among other cities, and international tourists who come primarily from the United States and Canada. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.

A total of 15 airlines operate at the airport (13 commercial airlines and two charter airlines). In 2021, airlines operating at this airport served 22 direct destinations, including ten domestic destinations and twelve international destinations. Of these destinations, Mexico City, Tijuana, Monterrey, Chihuahua, La Paz, Cabo San Lucas, San José del Cabo, Ciudad Juárez, Querétaro, and Guadalajara were the main domestic routes. The main international destinations served by this airport were Los Angeles, Phoenix, Dallas, Minneapolis and Houston in the United States and Calgary, Vancouver, Edmonton and Toronto in Canada. In 2021, the principal airlines operating at this airport were Volaris, VivaAerobus, Aeroméxico Connect, American Airlines, Alaska Airlines, Aero Calafía, Magnicharters, TAR, Aeroméxico and WestJet.

The Mazatlán airport is located approximately 18 kilometers (11 miles) from the city of Mazatlán, which has a population of 501,441 people. Mazatlán is the principal tourist destination of the Sinaloa region, with about 9,754 hotel rooms, according to the Mexican Ministry of Tourism (Secretaría de Turismo). Mazatlán offers attractive beaches and is also a major producer of shrimp, sardines and tuna.

The Mazatlán airport operates 24 hours a day. Its runway capacity is 22 air traffic movements per hour. The airport occupies approximately 439.8 hectares (1.70 square miles) of land. The airport’s facilities include a terminal building with a total area of 18,444 square meters (198,530 square feet), of which 2,268 square meters (24,413 square feet) is commercial space. The airport has a commercial aviation apron with 10 positions and a general aviation apron with 24 positions. In addition, the airport has four air bridges and a public parking facility that accommodates 157 vehicles. The airport’s runway is 2,702 meters (8,865 feet) long, with four taxiways that connect the commercial and general aviation platforms and includes an instrument landing system on runway 26.

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In 2014, the terminal building was expanded by 2,300 square meters (24,757 square feet) and 2,500 square meters (26,909 square feet) of space were refurbished, including the main facade of the airport, waiting area, check-in and inspection points, restrooms and offices. Commercial spaces were also expanded. In October 2021, we started a project to redesign and redirect passenger flows at the terminal building of the Mazatlán airport. This project will increase the airport capacity by approximately 1,134 square meters (12,206 square feet), increase the terminal space by 6% and distribute commercial and operational spaces more efficiently by taking advantage of the reconfiguration of passenger flows. We expect to invest approximately Ps.120 million in this project which is expected to be fully completed by the end of 2022.

Zihuatanejo International Airport

The Zihuatanejo airport is our tenth most important airport based on passenger traffic. According to the AFAC, the Zihuatanejo airport was the 32^nd busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, it accounted for approximately 2.7%, 2.9% and 2.4% respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 625,186, 317,395 and 434,176 terminal passengers, respectively, were served by the Zihuatanejo airport. Of the terminal passengers in 2019, 64.9% were domestic, and 35.1% were international. In 2020, 60.9% were domestic, and 39.1% were international. In 2021, 78.4% were domestic and 21.6% were international. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are seasonal and are affected by Mexican and international economic conditions.

A total of 15 airlines operate at the airport (12 commercial airlines and three charter airlines). In 2021, airlines operating at this airport served 14 direct destinations, including two domestic destinations and 12 international destinations. In 2021, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Tijuana, Los Angeles, Houston, Phoenix, Calgary, Minneapolis, Dallas, Chicago and Vancouver. In 2021, the principal airlines operating at this airport were Aeroméxico Connect, Volaris, Aeromar, VivaAerobus, Alaska Airlines, United Airlines, American Airlines, WestJet, Sun Country, Aeroméxico, Air Canada, Magnicharters and Sunwing.

The Zihuatanejo airport is located approximately 12 kilometers (7 miles) from the city of Zihuatanejo. Situated in the state of Guerrero, with a population of 126,001 people, the city of Zihuatanejo is one of Mexico’s most attractive tourist destinations, with approximately 6,226 hotel rooms, according to the Ministry of Tourism, a marina, world-class golf courses and a growing residential real estate market.

The Zihuatanejo airport operates 14 hours a day. The airport has one runway, which is 2,506 meters (8,222 feet) long with a runway capacity of 20 air traffic movements per hour. The airport’s facilities include a terminal building encompassing an area of 11,336 square meters (122,020 square feet), including 1,450 square meters (15,608 square feet) of commercial space. It has a six-position commercial aviation apron, a 23-position general aviation apron and two taxiways. The Zihuatanejo airport has a public parking facility that accommodates 171 vehicles.

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

In order to maintain the current infrastructure of the Zihuatanejo airport, on June 2019, we began construction of a structural reinforcement of its terminal building. Total investment is approximately Ps.134 million and construction is expected to be completed by the end of 2022.

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Regional Destinations

Chihuahua International Airport

The Chihuahua airport is our fourth most important airport based on passenger traffic and air traffic movements and our third most important airport based on aeronautical revenues. According to the AFAC, the Chihuahua airport was the 13^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, it accounted for approximately 7.3%, 7.4% and 7.6%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 1,699,816, 818,151, and 1,363,937 terminal passengers, respectively, were served by the Chihuahua airport. Of the terminal passengers in 2019, 92.1% were domestic, and 7.9% were international. In 2020, 92.0% were domestic, and 8.0% were international. In 2021, 90.5% were domestic and 9.5% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of eight commercial airlines operate at the airport. In 2021, airlines operating at this airport served 13 direct destinations, including fourteen domestic destinations and two international destinations. In 2021, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Guadalajara, Monterrey, Cancún, Tijuana, Mazatlán, Culiacán, Hermosillo, Los Mochis, Querétaro, Dallas, Denver. In 2021, the principal airlines operating at this airport were Volaris, VivaAerobus, Aeroméxico, Aeroméxico Connect, American Airlines and TAR.

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

The Chihuahua airport operates 14 hours a day. The airport has three runways, with lengths of 2,600 meters (8,530 feet), 2,420 meters (7,940 feet) and 1,100 meters (3,609 feet), respectively. The runway system has a capacity of 40 air traffic movements per hour. The airport also has an instrument landing system on runway 36R. The airport occupies a total area of approximately 909.2 hectares (3.51 square miles). The airport’s facilities include a terminal building with a total area of approximately 12,968 square meters (139,586 square feet), including 1,629 square meters (17,534 square feet) of commercial space, a seven-position apron for commercial aviation, two aprons with a total of 21 positions for general aviation, four taxiways, a one-position apron for airfreight and one air bridge. The airport terminal has seven gates. The Chihuahua airport has a public parking facility that accommodates 627 vehicles.

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

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

Culiacán International Airport

The Culiacán airport is our second most important airport based on passenger traffic, air traffic movements and contribution to aeronautical revenues. According to the AFAC, the Culiacán airport was the 10^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, it accounted for approximately 10.6%, 12.4% and 10.9%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 2,458,863, 1,373,102 and 1,970,211 terminal passengers, respectively, were served by the Culiacán airport. Of the terminal passengers in 2019, 98.5% were domestic, and 1.5% were international. In 2020, 99.0% were domestic, and 1.0 % were international. In 2021, 97.5% were domestic and 2.5% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are highly affected by Mexican economic conditions.

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The airport’s terminal passenger traffic consists predominantly of commercial aviation. In 2019, 2020 and 2021, commercial aviation accounted for approximately 99.8%, 99.7% and 99.7%, respectively, and general aviation accounted for approximately 0.2%, 0.3% and 0.3%, respectively, of the airport’s terminal passenger traffic.

A total of seven commercial airlines operate at the airport. In 2021, airlines operating at this airport served twelve domestic destinations: Tijuana, Mexico City, Guadalajara, San José del Cabo, Mexicali, Monterrey, La Paz, Hermosillo, Chihuahua and Cancún and one international destination to Phoenix. In 2021, the principal airlines operating at this airport were Volaris, VivaAerobus, Aeroméxico Connect, Aeroméxico, TAR, Aerocalafia and American Airlines.

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

The Culiacán airport operates 16 hours a day. The runway has a length of 2,227 meters (7,306 feet) and capacity of 24 air traffic movements per hour. The airport occupies a total area of 280.9 hectares (1.08 square miles). The airport’s facilities include a terminal building expanded in 2012 with a total area of approximately 11,250 square meters (121,094 square feet), including 2,051 square meters (22,077 square feet) of commercial space, a nine-position apron for commercial aviation, a 57-position apron for general aviation, six taxiways and two air bridges. The Culiacán airport has a public parking facility that accommodates 343 vehicles.

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

Durango International Airport

In 2019, 2020 and 2021, the Durango airport accounted for approximately 2.3%, 2.5% and 2.5%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 527,004, 271,231 and 446,030 terminal passengers, respectively, were served by the Durango airport. Of the terminal passengers in 2019, 82.1% were domestic, and 17.9% were international. In 2020, 79.5% were domestic, and 20.5% were international. In 2021, 78.6% were domestic and 21.4% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of five commercial airlines operate at the airport. In 2021, airlines operating at this airport served six direct destinations, including four domestic destinations and three international destinations: Mexico City, Tijuana, Guadalajara, Ciudad Juárez, Dallas and Chicago. In 2021, the airlines operating at this airport were Volaris, Aeroméxico Connect, American Airlines, TAR and VivaAerobus

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

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

The airport’s total area is 541.4 hectares (2.09 square miles). Its facilities include a 4,846 square-meter (52,162 square-foot) terminal building with 512 square meters (5,511 square feet) of commercial space. It has a five position commercial aviation apron, a 33-position general aviation apron and a 136-space public parking area. The airport has three boarding gates for international or domestic flights. In 2020, we completed a 756 square meter (8,137 square-foot) expansion of the passenger waiting area of the terminal building at the Durango Airport. The expansion increased the waiting area’s capacity by 25.7%. The project had a total investment of Ps.47.2 million.

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San Luis Potosí International Airport

According to the AFAC, the San Luis Potosí airport was the 29^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, the San Luis Potosí airport accounted for approximately 2.8%, 2.8% and 2.9%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 643,224, 309,311 and 528,625 terminal passengers, respectively, were served by the San Luis Potosí airport. Of the terminal passengers in 2019, 70.6% were domestic, and 29.4% were international. In 2020, 71.5% were domestic, and 28.5% were international. In 2021, 68.3% were domestic and 31.7% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions. A total of eight commercial airlines operate at the airport: Aeroméxico Connect, Volaris, United Airlines, American Airlines, VivaAerobus, Aeromar, TAR and Magnicharters. In 2021, airlines operating at this airport served seven destinations, including five domestic destinations and two international destinations. In 2021, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Tijuana, Puerto Vallarta, Monterrey, Houston and Dallas.

The San Luis Potosí airport operates 24 hours per day and is located approximately 15 kilometers (9 miles) from the city of San Luis Potosí, which is the capital of the state of San Luis Potosí and has a population of 911,908. The airport has two runways with a total capacity of 20 air traffic movements per hour. The principal runway is 3,006 meters (9,862 feet) long, and the secondary runway is 1,000 meters (3,281 feet) long. The airport has a total area of 508.3 hectares (1.96 square miles). The airport’s facilities include a terminal building with approximately 11,042 square meters (118,855 square feet), including 1,224 square meters (13,175 square feet) of commercial space, a six-position platform for commercial aviation, two aprons with a total of 24 positions for general aviation, four taxiways, a boarding lounge with five gates and a public parking facility that accommodates 222 vehicles. The airport’s navigational aids include precision approach path indicators, VHF omnidirectional radio and an instrument landing system on runway 14.

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

Tampico International Airport

According to the AFAC, the Tampico airport was the 35^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, it accounted for approximately 3.2%, 2.4% and 2.2%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021 a total of 739,143, 270,835 and 397,191 terminal passengers, respectively, were served by the Tampico airport. Of the terminal passengers in 2019, 92.7% were domestic, and 7.3% were international. In 2020, 92.6% were domestic, and 7.4% were international. In 2021, 89.6% were domestic, and 10.4% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of four commercial airlines operate at the airport. In 2021, airlines operating at this airport served five direct destinations, including four domestic destinations and one international destination: Mexico City, Monterrey, Cancún, Ciudad del Carmen and Houston. In 2021, the airlines operating at the airport were Aeroméxico Connect, VivaAerobus, United Airlines and TAR.

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

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The Tampico airport operates Monday, Wednesday and Friday from 6:30 a.m. to 9:30 p.m. (local time) and from 6:30 a.m. to 9:00 p.m. on Sunday, Tuesday, Thursday and Saturday. The airport has three runways in operation. The principal runway is 2,550 meters (8,366 feet) long, the second runway is 1,221 meters (4,006 feet) in length, and the third runway (used exclusively for Alpha (A) category aircraft and visual flights) is 1,200 meters (3,937 feet) long. The airport has a capacity of 22 air traffic movements per hour and includes an instrument landing system on runway 13, which provides precise guidance to assist aircraft during landing.

The airport’s total area is 372.5 hectares (1.44 square miles). Its facilities include a 7,763 square-meter (83,560 square-foot) terminal building, of which 861 square meters (9,268 square feet) are commercial spaces. It has six position apron for commercial aviation, a 17 position apron for general aviation, two taxiways and four boarding gates. The Tampico airport has a public parking facility that accommodates 254 vehicles.

In December 2017, we started an expansion and remodeling of the terminal building at the Tampico airport. The project will have a total investment of approximately Ps.175 million. After the project concludes, total area will be 7,763 square meters (85,907 square feet), an increase of approximately 14%. After this expansion, the Tampico airport will have an annual capacity of 1.1 million passengers, an increase of approximately 38%.

Torreón International Airport

According to the AFAC, the Torreón airport was the 27^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, the Torreón airport accounted for approximately 3.2%, 2.9% and 3.0%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 708,563, 320,820 and 537,161 terminal passengers, respectively, were served by the Torreón airport. Of the terminal passengers in 2019, 90.0% were domestic, and 10.0% were international. In 2020, 91.6% were domestic, and 8.4% were international. In 2021, 88.5% were domestic and 11.5% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of seven commercial airlines operate at the airport. In 2021, airlines operating at this airport served eight direct destinations, including seven domestic destinations and one international destination. In 2021, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Guadalajara, Tijuana, Querétaro, Ciudad Juárez, Monterrey and Dallas. In 2021, the airlines operating at the airport were Aeroméxico Connect, VivaAerobus, Volaris, American Airlines, TAR, Aeroméxico and Aeromar.

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

The Torreón airport operates 14 hours a day. The airport has two runways. The principal runway measures 2,755 meters (9,038 feet) in length, and the secondary runway measures 1,467 meters (4,813 feet) in length. The airport has a runway capacity of 20 air traffic movements per hour. The airport has an instrument landing system, which provides precise guidance to assist aircraft during landing on runway 31.

The airport’s total area is 354.6 hectares (1.37 square miles). Its facilities include a terminal building of 5,492 square meters (59,115 square feet), of which 656 square meters (7,061 square feet) are commercial space, a seven-position apron for commercial aviation, a seven-position apron for general aviation, one taxiway, five boarding gates, several VIP lounges and one air bridge. The Torreón airport has a public parking facility that accommodates 142 vehicles.

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Zacatecas International Airport

According to the AFAC, the Zacatecas airport was the 36^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, the Zacatecas airport accounted for approximately 2.1%, 2.1% and 2.1%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 475,241, 232,352 and 375,930 terminal passengers, respectively, were served by the Zacatecas airport. Of the terminal passengers in 2019, 69.0% were domestic, and 31.0% were international. In 2020, 69.1% were domestic, and 30.9% were international. In 2021. 65.9% were domestic, and 34.1% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of four commercial airlines operate at the airport. In 2021, airlines operating at this airport served six direct destinations, including two domestic destinations and four international destinations: Tijuana, Mexico City, Chicago, Los Angeles, Dallas and San José, California.

In 2021, the airlines operating at this airport were Volaris, Aeroméxico Connect, American Airlines and VivaAerobus.

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

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

The airport’s total area is 207.6 hectares (0.80 square miles). The terminal building is 5,794 square meters (62,366 square feet), of which 542 square meters (5,834 square feet) is commercial area. It has a four-position apron for commercial aviation, a 13-position apron for general aviation, three boarding gates and a parking lot with 202 parking spaces.

In 2012, we built a solar park at Zacatecas airport with an installed capacity of 200 Kw in a land area of approximately 4,000 square meters (43,056 square feet), which in 2021 generated approximately 225,125 Kw/h for the airport, equivalent to approximately 35.0% of the airport’s total electricity requirements.

Border Destinations

Ciudad Juárez International Airport

According to the AFAC, the Ciudad Juárez airport was the 12^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, the Ciudad Juárez airport accounted for approximately 6.9%, 7.1% and 8.3%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 1,597,471, 790,009 and 1,499,841 terminal passengers, respectively, were served by the Ciudad Juárez airport. Of the terminal passengers in 2019, 2020 and 2021, 99.6%, 99.7% and 99.2%, respectively, were domestic.

A total of five commercial airlines operate at the airport. In 2021, airlines operating at this airport served 11 direct destinations, all of which were domestic. In 2021, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Guadalajara, Cancún, Monterrey, El Bajío, Tijuana, Puerto Vallarta, Torreón, Mazatlán Hermosillo and Durango. In 2021, the airlines operating at the airport were VivaAerobus, Volaris, Aeroméxico, Aeroméxico Connect, and TAR. As of the date of this annual report, the airport does not have any active non-Mexican airlines.

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

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

The airport’s total area is 367.95 hectares (1.42 square miles). Its facilities include a terminal building of 6,210 square meters (66,844 square feet), consisting of 779 square meters (8,395 square feet) of commercial space, four boarding gates and one air bridge. The airport has a six-position commercial aviation apron, a 15-position general aviation apron, a one-position freight services apron and three taxiways. The Ciudad Juárez International Airport has a public parking facility that accommodates 501 vehicles.

In January 2021, we started an expansion and remodeling of the terminal building at the Ciudad Juárez airport. The project will have a total investment of approximately Ps.520 million. After the project concludes total area will be 12,470 square meters (34,226 square feet), an increase of approximately 101%.

Reynosa International Airport

According to the AFAC, the Reynosa airport was the 34^th busiest airport in Mexico in 2021 based on commercial and general aviation passenger traffic. In 2019, 2020 and 2021, the Reynosa airport accounted for approximately 2.1%, 2.1% and 2.4%, respectively, of our terminal passenger traffic.

In 2019, 2020 and 2021, a total of 480,524, 229,058 and 425,918 terminal passengers, respectively, were served by the Reynosa airport. Of the terminal passengers in 2019, 2020 and 2021, 99.2%, 99.1% and 98.0% respectively, were domestic. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of two airlines operate at the airport. In 2021, airlines operating at this airport served four direct destinations, all of which are domestic destinations: Mexico City, Cancún, Guadalajara and Veracruz. In 2021, the airlines operating at this airport were VivaAerobus and Aeroméxico Connect.

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

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

The airport’s total area is approximately 407.4 hectares (1.57 square miles).

In February 2021, we inaugurated the new terminal building at the Reynosa airport. The project had a total investment of Ps.325 million and included an expansion of 4,550 square meters (48,976 square feet). Passenger capacity grew threefold to serve up to 970,000 passengers per year. The new terminal building is 7,158 square meters (77,048 square feet), which includes 981 square meters (10,559 square feet) of commercial area. It has a four-position apron for commercial aviation, an 11-position apron for general aviation, two taxiways, three boarding gates and a public parking area with 270 spaces.

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Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2021, over 12 international commercial airlines and eight Mexican commercial airlines operated flights at our 13 airports. VivaAerobus, Volaris and Grupo Aeroméxico operated the most flights at our airports. In 2021, revenues from VivaAerobus were Ps.1,900,282 thousand (U.S.$92.8 million), revenues from Volaris were Ps.1,295,360 thousand (U.S.$63.3 million) and revenues from Grupo Aeroméxico and its affiliates totaled Ps.987,835 thousand (U.S.$48.3 million), representing 36.0%, 24.5% and % and 18.7%, respectively, of our aeronautical revenues from airline customers for 2021. These revenues were earned from passenger charges, landing charges, aircraft parking charges and the leasing of space to these airlines. On December 9, 2020, Interjet stopped operations in all our airports and as of the date of this report, the airline has not resumed any operations in the airports we operate.

The following table sets forth the number of air traffic customers per airline for the years ended December 31, 2019, 2020 and 2021:

	Terminal Passengers
Principal Air Traffic Customers Per Airline	2019	2020	2021
Domestic:
VivaAerobus	6,666,650	3,996,278	7,484,920
Volaris	5,300,929	2,900,985	4,907,684
Grupo Aeroméxico (Aeroméxico and Aeroméxico Connect)	5,079,229	2,248,687	3,519,352
Grupo Aeromonterrey (Magnicharter)	518,536	163,649	306,984
TAR Aerolíneas	437,626	136,962	246,164
Aeromar	196,944	107,388	225,821
Interjet	3,045,049	620,940	—
Other	112,117	40,683	69,008
Total domestic	21,357,080	10,215,572	16,759,933
International:
American Airlines	544,886	306,241	584,846
United	507,277	162,630	324,021
Alaska Airlines	145,414	63,317	92,378
Delta	192,509	42,201	50,231
Copa Airlines	30,395	6,311	16,977
Other	221,488	139,474	38,873
Total international	1,641,969	720,174	1,107,326
General aviation	169,011	126,942	157,905
Total	23,168,060	11,062,688	18,025,164

Historically, traditional carriers such as Aeroméxico had represented a substantial majority of the Mexican commercial airline market. In recent years, however, international carriers, discount carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market. In 2021, passengers traveling on discount and low-cost carriers, such as VivaAerobus and Volaris, accounted for approximately 69.4% of our commercial aviation passenger traffic. Since air transportation historically has been affordable only to the higher income segments of Mexico’s population, resulting in a comparatively low level of air travel, we believe that the entry of low-cost and discount carriers into the Mexican commercial airline market has helped to increase the use of air transportation in Mexico.

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Aeroméxico is a publicly traded company and Delta Airlines currently owns approximately 20.0% of Aeroméxico. In June 2020, Aeromexico and its affiliates filed voluntary Chapter 11 petitions in the United States to implement a financial restructuring, while continuing to operate. On January 28, 2022, the United States Bankruptcy Court for the Southern District of New York confirmed Aeromexico’s plan of reorganization, and the restructuring was successfully completed on March 17, 2022. As of April 22, 2022, both Aerolitoral, S.A. de C.V. and Aerovias de Mexico, S.A. de C.V. (two subsidiaires of Aeromexico) generally comply with their payment oblgiations and continue to operate in our airports.

The following table sets forth our principal air traffic customers for the years ended December 31, 2019, 2020 and 2021:

	Percentage of Aeronautical Revenues
Principal Air Traffic Customers	2019		2020		2021
Domestic:
VivaAerobus	22.4	%	28.0	%	36.0	%
Volaris	20.5	%	23.4	%	24.5	%
Grupo Aeroméxico (Aeroméxico and Aeroméxico Connect)	21.8	%	20.0	%	18.7	%
Grupo Aeromonterrey (Magnicharters)	2.0	%	1.4	%	1.7	%
TAR	1.8	%	1.2	%	1.3	%
Aeromar	0.8	%	0.9	%	1.4	%
DHL Express México	0.3	%	0.6	%	0.3	%
Calafia Airlines	0.4	%	0.3	%	0.3	%
Interjet	13.2	%	5.7	%	—	%
Other	4.0	%	6.1	%	4.8	%
Total domestic	87.2	%	87.6	%	89.0	%
International:
American Airlines	4.3	%	5.3	%	5.8	%
United	4.0	%	2.8	%	3.3	%
Alaska Airlines	1.1	%	1.1	%	0.9	%
Delta	1.3	%	0.6	%	0.5	%
Copa Airlines	0.2	%	0.1	%	0.1	%
Charters	1.3	%	1.3	%	0.2	%
Other	0.6	%	1.2	%	0.2	%
Total international	12.8	%	12.4	%	11.0	%
Total	100.0	%	100.0	%	100.0	%

Complementary Services Customers

As of December 31, 2021, our principal complementary services clients are three principal providers of ramp-handling and baggage-handling services, AGN Aviation Services, S.A. de C.V., Menzies Aviation Mexico, S.A. de C.V. and Servicios Aeroportuarios Monterrey, S.A. de C.V., and our primary catering client is Aero Cocina, S.A. de C.V., all of which provided an aggregate of Ps.24,253 thousand of revenues in the form of access fees in 2021.

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Principal Non-Aeronautical Services Customers

As of December 31, 2021, we were party to approximately 1,158 contracts with providers of commercial services in the commercial space in our airports, including retail store operators, duty free store operators, food and beverage providers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, time-share sales and promotions services and tourist information and promotion services. As a result, our revenues from non-aeronautical services commercial customers are spread across a large number of customers and are, therefore, not dependent on a limited number of principal customers. In 2021, our largest commercial customers were Alquiladora de Vehículos Automotores, S.A. de C.V. (car rental), ISA Corporativo S. A. de C. V. (advertising), Aerocomidas, S.A. de C.V. (food and beverage) a subsidiary of Grupo Areas, Café Sirena, S. de R.L. de C.V (food and beverage), Operadora Aeroboutiques, S.A. de C.V. (retail stores) a subsidiary of Grupo Areas, DMC Transportación Ejecutiva, S. de R.L. de C. V. (VIP lounges), Fly By Wings, S. de R.L. de C.V (food and beverage), and Dufry México, S.A. de C.V. (duty free).

Seasonality

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

Competition

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

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

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

The Mexican Airport and Auxiliary Services Agency currently operates 12 small airports in Mexico’s northern region, which collectively served 1,887,109 passengers in 2021, representing an increase of 52.6% from 2020 traffic, mainly as a result of an increase in passenger traffic to and from Querétaro, Ciudad Obregón, Tepic and Uruapan.

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

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

Sustainability and Our Corporate Culture

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

Awards and Recognition

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

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

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

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

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

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

In 2021, the Acapulco, Culiacán, Mazatlán, and Reynosa airports maintained a Family Responsibility Company Certificate (Certificado de Empresa Familiarmente Responsable) granted by the Mexican Ministry of Labor and Social Welfare.

In 2021, all of our airports received the Safe Travels seal granted by the World Travel and Tourism Council (WTTC) because of the actions and protocols implemented to provide its users of facilities with high standards of sanitation in order to mitigate the risk of infection of COVID-19 in each of its terminal buildings.

In 2021, we received an award for being the First Airport Group to Issue a Green Bond in the Mexican Market granted by the Green Finance Advisory Council (Consejo Consultivo de Finanzas Verdes) at the 2020-2021 Green, Social and Sustainability Bonds Awards.

In 2022, we were included for the first time in the 2022 Bloomberg Gender-Equality Index (“GEI”).

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

All of our airports, have received the Environmental Quality Certificate (Certificado de Calidad Ambiental) awarded by the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente) for compliance with applicable Mexican environmental laws, regulations and applicable Official Mexican Standards and must be renewed on a biannual basis.

REGULATORY FRAMEWORK

Sources of Regulation

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

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

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

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

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

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

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

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

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

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

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

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

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

●the Customs Law, enacted December 15, 1995;

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

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

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

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

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

The Mexican Airport Law and the regulations under the Mexican Airport Law establish the general framework regulating the construction, operation, maintenance and development of Mexican airport facilities. The Mexican Airport Law’s stated intent is to promote the expansion, development and modernization of Mexico’s airport infrastructure by encouraging investment and competition.

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

On June 29, 1998, the Ministry of Infrastructure, Communications and Transportation granted 13 concessions to operate, maintain and develop the 13 principal airports in Mexico’s Central North region to our subsidiaries. Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process. However, the process of selling Series BB shares (currently representing 12.9% of our capital stock) to our strategic shareholder pursuant to the privatization process was conducted through a public bidding process. Each of our concessions was amended on September 12, 2000, in order, among other things, to incorporate each airport’s maximum rates and certain other terms as part of the concession.

Reforms to the Mexican Airport Law and Civil Aviation Law

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

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

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

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

Federal Antitrust Commission

On May 23, 2014, a new Federal Antitrust Law (Ley Federal de Competencia Económica) was enacted. The law grants broader powers to the Mexican Antitrust Commission, including the abilities to regulate essential facilities, order the divestment of assets and eliminate barriers to competition in order to promote access to the market. The law also sets forth important changes in connection with mergers and anti-competitive behavior, increases liabilities that may be incurred for violations of the law, increases the amount of fines that may be imposed for violations of the law and limits the availability of legal defenses against the application of the law. If the Mexican Antitrust Commission determines that a specific service or product is an essential facility, it has the ability to regulate access conditions, prices, tariffs or technical conditions for or in connection with the relevant service or product. As of April 22, 2022, the Mexican Antitrust Commission had not made any determination as to whether the services we render are considered an essential facility.

Role of the Ministry of Infrastructure, Communications and Transportation

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

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

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

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

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

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

●establish safety regulations;

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

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

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

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

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●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 Ministry of Infrastructure, Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports. The Ministry of Infrastructure, Communications and Transportation provides these services through Services for Navigation in Mexican Air Space, the Mexican air traffic control authority, which is a division of the Ministry of Infrastructure, Communications and Transportation. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.

On October 16, 2019, the Ministry of Infrastructure, Communications and Transportation established AFAC, an independent regulatory agency, that replaced the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil). AFAC is responsible for establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. AFAC has been formally established and its internal regulations and operation manuals were published and enacted on February 26, 2021, with no material changes with respect to the ones they replaced. We cannot predict the actions that AFAC will take in the future in compliance with its internal regulations and operation manual, or the effect of any such actions on its business.

Concession Tax

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

Scope of Concessions

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

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

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

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

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

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

General Obligations of Concession Holders

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

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Each concession holder and any third party providing services at an airport is required to carry specified insurance in amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the Ministry of Infrastructure, Communications and Transportation. As of April 22, 2022, the Ministry of Infrastructure, Communications and Transportation has not specified the required amounts of insurance. We may be required to obtain additional insurance once these amounts are specified. We, together with our subsidiary concession holders, are jointly and severally liable to the Ministry of Infrastructure, Communications and Transportation for the performance of all obligations under the concessions held by our subsidiaries. Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession and in the Master Development Programs, including the obligations arising from third-party contracts, as well as for any damages to the Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of one concession, the Ministry of Infrastructure, Communications and Transportation is entitled to revoke all of the concessions held by our subsidiaries.

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

Classification of Services Provided at Airports

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

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

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

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

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

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

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

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

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

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

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

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

In the event of force majeure, the Ministry of Infrastructure, Communications and Transportation may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address the force majeure event. The Mexican Airport Law allows the airport administrator appointed by a concession holder to suspend the provision of airport services in the event of force majeure.

Master Development Programs

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

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

●airport growth and development expectations;

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

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

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

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

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●any financing sources; and

●environmental protection measures.

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

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

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

Pursuant to the terms of our concessions, we are required to comply with the investment obligations under the Master Development Programs on a year-by-year basis, and the Ministry of Infrastructure, Communications and Transportation is entitled to review our compliance thereunder (and apply sanctions accordingly) on a year-by-year basis. Although historically the Ministry of Infrastructure, Communications and Transportation has indicated its intent to review our compliance with these obligations on an aggregate five-year basis, we understand that the Ministry of Infrastructure, Communications and Transportation may also conduct more limited reviews of our compliance with our obligations on a year-by-year basis going forward.

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

Revenue Regulation

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

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Regulated Revenues

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

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

The Rate Regulation establishes a “dual-till” system of price regulation under which a majority of our revenues, such as passenger fees, landing fees, aircraft parking fees and access fees from third parties providing complementary services at our airports, are regulated, while the revenues that we earn from commercial activities in terminals at our airports, such as the leasing of space to retailers, restaurants, car rental companies and banks, are not regulated. In 2019, 2020 and 2021, approximately 67.5%, 54.8% and 60.5%, respectively, of our total revenues were earned from aeronautical services subject to price regulation under our maximum rates (76.0 %, 71.5% and 76.1%, respectively, of the sum of aeronautical and non-aeronautical revenues).

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

Maximum Rates

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

Maximum Rates for 2021 through 2025

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

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Current Maximum Rates⁽¹⁾

	For the Year Ended December 31,
	2021	2022	2023	2024	2025
Acapulco	364.14	361.59	359.06	356.55	354.06
Ciudad Juárez	298.48	296.39	294.32	292.25	290.20
Culiacán	318.19	315.96	313.75	311.55	309.37
Chihuahua	313.74	311.54	309.36	307.19	305.04
Durango	363.54	360.99	358.46	355.95	353.46
Mazatlán	354.18	351.70	349.24	346.79	344.36
Monterrey	297.90	295.81	293.74	291.69	289.65
Reynosa	315.34	313.12	310.93	308.75	306.59
San Luis Potosí	284.36	282.37	280.39	278.43	276.49
Tampico	348.59	346.15	343.72	341.31	338.93
Torreón	353.31	350.84	348.38	345.95	343.53
Zacatecas	378.81	376.16	373.53	370.91	368.31
Zihuatanejo	383.83	381.14	378.47	375.82	373.19

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

Methodology for Determining Future Maximum Rates

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

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

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

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

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

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

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

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

To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the Ministry of Infrastructure, Communications and Transportation may proportionately reduce the maximum rate in the immediately subsequent year and assess penalties equivalent to 1,000 to 50,000 times the Unit of Measurement and Update (“UMA”). The UMA as of January 1, 2022 was Ps.96.22. As a result, the maximum penalty at such date could have been Ps.4,811 thousand (U.S.$235,059) per airport.

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

Special Adjustments to Maximum Rates

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

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

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

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

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

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

Ownership Commitments and Restrictions

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

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

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

Reporting, Information and Consent Requirements

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

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

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

●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.

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

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

Penalties and Termination and Revocation of Concessions and Concession Assets

Termination of Concessions

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

●the expiration of its term;

●the surrender by the concession holder;

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

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

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

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

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

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

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

Revocation of Concessions

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

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

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

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

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

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

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

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

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

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

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

●the failure to maintain the airport’s facilities;

●the provision of unauthorized services;

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

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

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

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

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

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

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

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

The Mexican Airport Law provides that sanctions of up to 400,000 times the UMA may be assessed for failures to comply with it or the terms of a concession. The UMA as of January 1, 2022 was Ps.96.22. As a result, the maximum penalty at such date could have been Ps.38,488 thousand (U.S.$1.9 million) per airport or per violation.

Consequences of Termination or Revocation of a Concession

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

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

Grants of New Concessions

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

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

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

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

●entities in the federal public administration; and

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

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

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

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

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

Environmental Matters

Regulation

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

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

Pursuant to the National Waters Law, companies that discharge wastewaters into national water bodies must comply with, among other rules, maximum permissible contaminant levels in order to preserve water quality. Periodic reports on water quality must be provided to competent authorities. Liability may result from the contamination of underground waters or recipient water bodies. The use of underground waters is subject to restrictions pursuant to our concessions and the National Waters Commission.

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

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

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

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

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

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

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

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

Liability for Environmental Noncompliance

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

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

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ORGANIZATIONAL STRUCTURE

The following table sets forth our consolidated subsidiaries as of April 22, 2022, including our direct and indirect ownership interest in each:

Name of Company	Jurisdiction of Establishment	Percentage Owned	Description
Aeropuerto de Acapulco, S.A. de C.V.	Mexico	100	Holds concession for Acapulco International Airport
Aeropuerto de Ciudad Juárez, S.A. de C.V.	Mexico	100	Holds concession for Ciudad Juárez International Airport. Is authorized to operate a bonded warehouse in such airport
Aeropuerto de Culiacán, S.A. de C.V.	Mexico	100	Holds concession for Culiacán International Airport
Aeropuerto de Chihuahua, S.A. de C.V.	Mexico	100	Holds concession for Chihuahua International Airport. Is authorized to operate a bonded warehouse in such airport
Aeropuerto de Durango, S.A. de C.V.	Mexico	100	Holds concession for Durango International Airport
Aeropuerto de Mazatlán, S.A. de C.V.	Mexico	100	Holds concession for Mazatlán International Airport
Aeropuerto de Monterrey, S.A. de C.V.	Mexico	100	Holds concession for Monterrey International Airport. Is authorized to operate a bonded warehouse in such airport
Aeropuerto de Reynosa, S.A. de C.V.	Mexico	100	Holds concession for Reynosa International Airport
Aeropuerto de San Luis Potosí, S.A. de C.V.	Mexico	100	Holds concession for San Luis Potosí International Airport
Aeropuerto de Tampico, S.A. de C.V.	Mexico	100	Holds concession for Tampico International Airport
Aeropuerto de Torreón, S.A. de C.V.	Mexico	100	Holds concession for Torreón International Airport
Aeropuerto de Zacatecas, S.A. de C.V.	Mexico	100	Holds concession for Zacatecas International Airport
Aeropuerto de Zihuatanejo, S.A. de C.V.	Mexico	100	Holds concession for Zihuatanejo International Airport
Servicios Aeroportuarios del Centro Norte, S.A. de C.V.	Mexico	100	Provider of administrative and other services.
Operadora de Aeropuertos del Centro Norte, S.A. de C.V.	Mexico	100	Provider of operational services.

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Name of Company	Jurisdiction of Establishment	Percentage Owned	Description
Holding Consorcio Grupo Hotelero T2, S.A. de C.V.	Mexico	100	Holds 90% of the shares of the Consortium to develop and operate an NH-branded hotel and commercial areas inside the Terminal 2 of Mexico City International Airport. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%.
Consorcio Grupo Hotelero T2, S.A. de C.V.	Mexico	90	Holds a 20-year lease agreement with Mexico City International Airport to develop and operate a 287-room, 5-star hotel and more than 5,000 square meters (53,820 square feet) in commercial space inside Terminal 2.
Servicios Corporativos Terminal T2, S.A. de C.V.	Mexico	90	Provider of administrative and other services.
Servicios Complementarios del Centro Norte, S.A. de C.V.	Mexico	100	Provider of complementary services.
OMA Logística, S.A. de C.V.	Mexico	100	Develops and operates commercial areas in our concessionaries. Is authorized to operate a bonded warehouse in the Monterrey airport. Holds 85% of the shares of the investment project to develop and operate a Hilton Garden Inn and commercial areas at the Monterrey airport. Grupo Hotelero Santa Fe owns the remaining 15%. Holds 51% of the shares of OMA-VYNMSA Aero Industrial Park, S.A. de C.V., an investment project to develop, operate and build an industrial park at the Monterrey airport. VYNMSA owns the remaining 49%.
Servicios Aero Especializados del Centro Norte, S.A. de C.V.	Mexico	100	Provider of administrative and other services.
OMA-VYNMSA Aero Industrial Park, S.A. de C.V.	Mexico	51	Entity created to build and operate an industrial park at the Monterrey airport.
Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V.	Mexico	85	Holds a 20-year lease agreement with the Monterrey airport to develop and operate a 134-room hotel at the Monterrey airport under the brand Hilton Garden Inn.
Servicios Hoteleros Aeropuerto Monterrey, S.A. de C.V.	Mexico	85	Provider of administrative and other services.

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PROPERTY, PLANT AND EQUIPMENT

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

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

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

Item 4A.       Unresolved Staff Comments

None.

Item 5.          Operating and Financial Review and Prospects

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

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

Overview

We hold concessions to operate, maintain and develop 13 airports in Mexico, many of which are located in the northern and central regions of the country, pursuant to concessions granted by the Mexican government. The substantial majority of our revenues are derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers. For example, approximately 60.5% of our total revenues in 2021 were earned from aeronautical services and approximately 76.1% of the sum of our aeronautical and non-aeronautical revenues in 2021 were earned from aeronautical services. Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volume at our airports. Our revenues from aeronautical services are also affected by the maximum rates we are allowed to charge under the price regulation system established by the Ministry of Infrastructure, Communications and Transportation and the specific prices that we negotiate with airlines for the provision of aeronautical services. The maximum rate system of price regulation that applies to our aeronautical revenues is linked to the traffic volume (measured in workload units) at each airport; thus, increases in passenger and cargo volume generally permit greater revenues from aeronautical services. In evaluating our aeronautical revenues, we focus principally on workload units, which measure volume, and aeronautical revenues per workload unit, which measures the contribution to aeronautical revenues from each workload unit.

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

During 2021, our business initiatives were focused on reactivating overall operations in our airports and diversification activities, mitigating the effect of the COVID-19 pandemic, which generated adverse effects in our operations during 2020 and the first half of 2021, as well as preserving liquidity.

Recent Developments

Purchase of shares by Fintech Holdings Inc. and its affiliates

As of December 22, 2020, Fintech Holdings Inc, and Fintech owned Series B shares and underlying ADRs and Series BB Shares (which convert into Series B Shares upon their disposition to a third party) which represented approximately 14.8% of our total outstanding capital stock.

Fintech informed that it had considered making a tender offer, in Mexico or globally, for an additional interest in our Series B Shares. On December 22, 2020 Fintech filed Amendment No.10 amending the Schedule 13D filed with the SEC describing possible transactions under consideration related to its investment.

On May 24, 2021, Aerodrome, SETA, Bagual, Grenadier, Pequod, Harpoon, Expanse, Fintech, and David Martínez (the “Offerors”) filed a Schedule tender offer with the SEC, which included an offer to purchase, and commenced a tender offer pursuant to Rule 14d-1 of the Securities Exchange Act of 1934 to purchase up to 97,527,888 Series B Shares held by U.S. Persons and Series B Shares represented by outstanding ADS (the “U.S. Offer”), considering any Series B Shares purchased in the Mexican Offer (as defined below). The price for the U.S. Offer was Ps.137 per Series B Share and Ps.1,096 per ADS. The U.S. Offer was made in conjunction with an offer by Aerodrome in Mexico directed to holders of Series B Shares, but not holders of ADSs (the “Mexican Offer” and, together with the U.S. Offer, the “Offers”).

On June 16, 2021, the Offerors amended the U.S. Offer, to, among other things, reduce the aggregate amount of Series B Shares, including Series B Shares represented by ADSs, that the Offerors offered to purchase in the Offers from 97,527,888 outstanding Series B Shares to 60,155,201 Series B Shares.

Upon the expiration of the offer on June 30, 2021, a total of 1,579,317 ADSs, representing 12,634,536 Series B Shares, and 90,217,248 Series B Shares, were validly tendered and not withdrawn. Offer announcing the final results of the Offers. Because the Offers were oversubscribed, the Offerors accepted Securities on a prorated basis using a proration factor of approximately 58.49%. As a result, the aggregate purchase price for the Company’s shares was Ps.137 per Series B Share and Ps.1,096 per ADS, for a total of approximately Ps.8,241 million. Payment for shares validly tendered and accepted for purchase in the offers occurred on July 9, 2021 (the “Settlement Date”). The Offerors purchased 923,703 ADSs, representing 7,389,624 Series B Shares, and 52,765,577 Series B Shares of the Company. Taking into account the Series B Shares currently owned by SETA, after the transaction, the Offerors owned, directly or indirectly, 30.4% of OMA’s outstanding capital stock.

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On July 9, 2021, the Offerors filed Amendment No. 13 amending the Schedule 13D filed with the SEC describing the Offers. The Offerors stated that they may in the future acquire Series B Shares or other securities of the Issuer from the Issuer, in the open market, in privately-negotiated purchases or otherwise and may also, depending on then-current circumstances, dispose of all or a portion of the Series B Shares or the Series BB shares owned by the Offerors in one or more transactions and may consider and explore one or more corporate transactions involving the Company. As of April 22, 2022, no further plans were announced.

Fintech Loan Facility

On July 9, 2021, Aerodrome entered into a loan agreement with Fintech to for purposes of refinancing indebtedness incurred in connection with the Offers, pursuant to which Fintech provided an unsecured term loan in an aggregate amount of the equivalent in U.S. dollars of Ps.7,005,074,000, or 85% of the total amount of funds required to settle the Offers (the “Loan Facility”).

The Loan Facility was ultimately repaid by a Ps. 6,200,000,000 margin facility entered into on December 6, 2021, between Aerodrome, as borrower, and a bank syndicate comprised of Banco Inbursa, Santander México, and ICBC Standard Bank, as lenders (the “Margin Facility”). The Margin Facility is secured by our Series B and Series BB Shares owned by SETA, and our Series B Shares owned by Aerodrome. On December 9, 2021, we entered into an ancillary agreement with the borrower, lenders and agent party to the Margin Facility, for purposes of providing liquidity to SETA’s Series BB Shares in case of foreclosure of the collateral upon an event of default under the Margin Facility. In such letter we agreed, among other things, (i) to issue 49,766,000 Series B Shares in the form of treasury shares, for the sole purpose of giving effect to the conversion of any Series BB Shares granted as collateral into Series B Shares, and to maintain such shares at our treasury; (ii) to update our Series B registration with the national securities registry in Mexico to allow for the issuance of the Series B Shares maintained in treasury upon conversion of the Series BB Shares; (iii) to deposit with Indeval a share certificate representing the Series B Shares issuable upon conversion; (iv) to transfer to a trustee each and all amounts regarding any dividend or distribution paid in cash on the Series B Shares pledged into a cash collateral account held by a guaranty trust; and (v) not to exercise or give effect to any transfer restriction or preemptive or similar rights on the pledged Series B Shares and the Series BB Shares other than the existing transfer restrictions in accordance with Rule 144 and the Mexican Airport Law.

June 2021 Ordinary Shareholders’ Meeting

An Ordinary Meeting for the Shareholders of the Company was held on June 11, 2021. The Meeting approved to carry out the issuance of 49,766,000 unsubscribed and unpaid Series B Shares to be kept in the treasury of the Company, exclusively to cover the conversion of the Series BB Shares owned by SETA into Series B shares, in case of default under certain financing documents, in the understanding that such issuance will not cause dilution to the shareholders of the Company. Said issuance was carried out in relation to the Tender Offer, to be financed through the Loan Facility that will use as collateral, among other things, the Series BB Shares owned by SETA.

December 2021 Ordinary and Extraordinary Shareholders’ Meeting

On December 2, 2021, the Extraordinary and Ordinary Shareholders’ Meeting approved the payment of a special cash dividend of up to Ps.4,370 million, or Ps.11.20 per share, which was paid on January 19, 2022. Additionally, shareholders approved the elimination of the reference in Article Eighteenth, numeral twenty five, section b), subsection (ii) of the by-laws of the Company, which required that the Company must not exceed a 50% debt-to-capital ratio.

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OMA obtains short-term loans

In December 2021, we obtained short-term loans for an aggregate amount of Ps.2,700 million with Banco Nacional de México, S.A., HSBC México, S.A. and Banco Santander México, S.A., which were prepaid on March 31, 2022. Proceeds were used to capitalize the group’s subsidiaries, for working capital and to strengthen the Company’s liquidity. The maturity date of such loans is in June 2022 and have an annual weighted average interest rate of TIIE plus 99.6 basis points.

OMA included in the 2022 Bloomberg Gender-Equality Index

On January 26, 2022, we were recognized as one of the only ten Mexican companies to be included in the 2022 Bloomberg Gender-Equality Index, which distinguishes companies that excel at promoting equality, female talent development and diversity.

Issuance OMA22L and OMA22-2L (2022 Sustainability-Linked Variable Rate Notes and Fixed Rate Notes)

On March 31, 2022, OMA issued Ps.1,700,000 thousand in five-year sustainability-linked notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2022 Sustainability-Linked Variable Rate Notes Indenture”). Interest payments are made every 28 days at a variable annual interest rate of 28-days TIIE plus 14 basis points. The principal amount will be repaid at maturity on March 25, 2027. The same day, OMA issued Ps.2,300,000 thousand in seven-year sustainability-linked notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the 2022 Sustainability-Linked Fixed-Rate Notes indenture). Interest payments are made on a semiannual basis at a fixed annual interest rate of 9.35%. The principal amount will be repaid at maturity on March 22, 2029. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The notes received ratings of Baa1/Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance.

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

2022 Annual Shareholders’ Meeting

The Annual General Ordinary Shareholders’ Meeting of the Company held on April 22, 2022 approved, among other matters, the declaration and payment of a cash dividend to shareholders of Ps.2,300 million, which will be paid in two installments: the first one of Ps.1,800 million to be made no later than May 31, 2022, and the second one of Ps.500 million, to be made no later than July 31, 2022.

Operating Results

Certain U.S. dollar amounts have been translated from Mexican pesos for convenience purposes at an exchange rate of Ps.20.4672 per U.S.$1.00, the exchange rate as reported by the Mexican Central Bank on December 31, 2021.

Passenger and Cargo Volumes

In 2021, approximately 87.2% of the terminal passengers using our airports were domestic. Domestic traffic increased by 59.2% and international traffic increased by 94.2% as compared to 2020. In addition, of the international passengers traveling through our airports, a majority has historically traveled on flights originating in or departing to the United States. Accordingly, our results of operations are influenced strongly by changes to Mexican economic conditions and to a lesser extent influenced by U.S. economic and other conditions, particularly trends and events affecting leisure travel and consumer spending.

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

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In 2019, 2020 and 2021, our 13 airports handled approximately 97,620, 93,242 and 123,100 metric tons of cargo, respectively. The increase in 2021 was due to a 37.9% increase in cargo transportation at the Monterrey airport and a 21.4% increase in cargo transportation at the San Luis Potosí airport. Increases in our cargo volume are beneficial to us for purposes of the maximum-rate calculations, as cargo increases the number of our workload units.

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

	For the Year Ended December 31,
	2019		2020		2021
Domestic terminal passengers(1)	20,416.76		9,877.70		15,723.32
International terminal passengers(1)	2,751.30		1,184.99		2,301.85
Total terminal passengers(1)	23,168.06		11,062.69		18,025.16
Cargo units(1)	976.20		932.42		1,231.00
Total workload units(1)	24,144.26		11,995.11		19,256.16
Change in total terminal passengers(2)	7.4	%	(52.3)	%	62.9	%
Change in workload units(2)	6.9	%	(50.3)	%	60.5	%
Aeronautical revenues(3)	5,752,662		2,942,558		5,277,728
Change in aeronautical revenues(2)	11.9	%	(48.8)	%	79.4	%
Aeronautical revenues per workload unit	238.3		245.3		274.1
Change in aeronautical revenues per workload unit(1)(2)	4.6	%	3.0	%	11.7	%
Non-aeronautical revenues(3)	1,819,605		1,171,039		1,653,379
Change in non-aeronautical revenues(2)	11.9	%	(35.6)	%	41.2	%
Non-aeronautical revenues per terminal passenger(4)	78.5		105.9		91.7
Change in non-aeronautical revenues per terminal passenger(2)	4.2	%	34.8	%	(13.3)	%
Non-aeronautical revenues per terminal passenger, excluding hotel services(4)(5)	63.1		93.0		79.4
Change in non-aeronautical revenues per terminal passenger, excluding hotel services(2)(5)	6.4	%	47.4	%	(14.6)	%

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

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

(3) In thousands of pesos.

(4) In pesos.

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

In 2021, we served 18.0 million terminal passengers, of which 15.7 million were domestic and 2.3 million were international. The increase in passengers in 2021 was principally due to the reactivation of routes at our airports.

Classification of Revenues

We classify our revenues into three categories: revenues from aeronautical services, revenues from non-aeronautical services and revenues from construction services. Historically, a substantial majority of our total revenues have been derived from aeronautical services. For example, in 2021, 60.5% of our total revenues were derived from aeronautical services, and the remainder of our revenues was derived from non-aeronautical services and construction services. Aeronautical services represented 76.1% of the sum of our aeronautical and non-aeronautical revenues.

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

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

We recognize revenues from construction services derived from the improvements made to airports that are included in our Master Development Programs. Construction service revenues related to the airport concession are determined based on negotiations between us and the Ministry of Infrastructure, Communication and Transportation (recognized according to the percentage-of-completion method), as we construct or improve the airports based on the Master Development Programs. In 2021, revenues from improvements to concessioned assets accounted for 20.5% of our total revenues.

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

Fluctuations in the Peso

From December 31, 2018 to December 31, 2019, the peso appreciated by approximately 3.9%, from Ps.19.64 per U.S.$1.00 on December 31, 2018, to Ps.18.86 per U.S.$1.00 on December 31, 2019. From December 31, 2019 to December 31, 2020, the peso depreciated by approximately 5.5%, from Ps.18.86 per U.S.$1.00 on December 31, 2019, to Ps.19.89 per U.S.$1.00 on December 31, 2020. From December 31, 2020 to December 31, 2021, the peso depreciated by approximately 3.1%, from Ps.19.89 per U.S.$1.00 on December 31, 2020, to Ps.20.51 per U.S.$1.00 on December 31, 2021. In the first months of 2021, the peso appreciated, reaching Ps.20.31 per U.S.$1.00 on April 22, 2022.

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

In addition, we have financial liabilities denominated in U.S. dollars, and a significant depreciation in the Mexican peso could result in higher debt balances when converted to Mexican pesos, thus resulting in foreign exchange losses. We may also, from time to time, maintain cash balances denominated in U.S. dollars, in which cases a depreciation of the Mexican peso against the U.S. dollar could result in a foreign exchange gain. As of December 31, 2021, Ps.443 million of our cash balance was denominated in U.S. dollars.

As of December 31, 2021, international passenger charges amounted to Ps.1,169,292 thousand, and as of December 31, 2021, we had U.S.$4.8 million of liabilities denominated in U.S. dollars.

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Aeronautical Revenues

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

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

	For the Year Ended December 31,
	2019			2020			2021
	Amount	%		Amount	%		Amount	%
	(in thousands of pesos, except percentages)
Aeronautical revenues:
Domestic passenger charges	3,776,401	65.6	%	1,857,551	63.1	%	3,422,714	64.9	%
International passenger charges	1,207,989	21.0	%	542,933	18.5	%	1,169,292	22.2	%
Landing charges	229,919	4.0	%	147,387	5.0	%	206,114	3.9	%
Platform for embarking and disembarking	150,055	2.6	%	90,257	3.1	%	134,436	2.5	%
Aircraft parking charges on extended stay or overnight	35,910	0.6	%	31,905	1.1	%	36,539	0.7	%
Domestic and international passenger and carry-on baggage check	62,970	1.1	%	29,688	1.0	%	52,998	1.0	%
Aerocars and jetways	48,074	0.8	%	19,920	0.7	%	22,395	0.4	%
Other airport services, leases and regulated access(1)	241,342	4.2	%	222,917	7.6	%	233,240	4.4	%
Total aeronautical revenues	5,752,662	100	%	2,942,558	100	%	5,277,728	100	%

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

Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services, other than complementary services and the leasing of space to airlines, every six months (or earlier upon a cumulative increase of 5% in the Mexican Producer Price Index (excluding fuel)), as long as the total aeronautical revenues per workload unit each year at each of our airports does not exceed the maximum rate at that airport for that year. See “Item 4. Information on the Company—Regulatory Framework—Price Regulation” for a description of our maximum rates and the rate-setting procedures for future periods. We currently set the specific price for these categories of aeronautical services after negotiating with our principal airline customers. Historically, our specific prices have been structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect this to continue to be the case in future agreements with our principal airline customers. In 2021, passenger charges represented 87.1% of our aeronautical services revenues. In 2021, aeronautical services represented 52.7% of our total revenues and 66.3% of the sum of our aeronautical and non-aeronautical revenues.

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

We, from time to time, seek to offer incentives, including discounts on charges for aeronautical services, to encourage carriers to establish new routes and take other measures expected to increase passenger traffic at our airports. The Mexican Airport Law prevents discriminatory pricing, so incentives we offer must be available to any carrier meeting the conditions specified for those incentives. The main objective is to promote passenger growth in all of our airports. We may continue to offer further incentives in the future.

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

In 2021, our aeronautical revenues represented approximately 92.1% of the amount we were entitled to earn under the maximum rates applicable to all of our airports. To the extent that we offer incentives to carriers to establish routes serving our airports in the future, or other changes to our sources of aeronautical revenues, this percentage could decrease. We may not be able to collect substantially all of the revenues we are entitled to earn from services subject to price regulation in the future.

Non-Aeronautical Revenues

Non-aeronautical services historically have generated a significantly smaller portion of our total revenues as compared to aeronautical services. Non-aeronautical revenues per terminal passenger are calculated by dividing total non-aeronautical revenues by the number of terminal passengers during the same period. The contribution to our total revenues from non-aeronautical services was 19.0% in 2021. Our non-aeronautical revenues per terminal passenger decreased from Ps.105.9 in 2020 to Ps. 91.7 in 2021, due primarily to a lower increase in revenues generated from the commercial, diversification and complementary activities, compared to our passenger traffic recovery. Our non-aeronautical revenues in 2021 represented 23.9% of the sum of our aeronautical and non-aeronautical revenues, and our revenues from commercial activities per terminal passenger decreased from Ps.51.7 in 2020 to Ps. 43.2 in 2021, due primarily to a higher recovery in passenger traffic than in commercial revenues.

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

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

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

	For the Year Ended December 31,
	2019			2020			2021
	Amount	%		Amount	%		Amount	%
	(in thousands of pesos, except percentages)
Non-aeronautical revenues:
Commercial activities:
Car parking charges	279,463	15.4	%	126,818	10.8	%	217,728	13.2	%
Advertising	76,200	4.2	%	59,695	5.1	%	70,338	4.3	%
Retail operations(1)	124,554	6.8	%	64,486	5.5	%	86,128	5.2	%
Food and beverage	144,374	7.9	%	87,499	7.5	%	120,148	7.3	%
Car rental operators	149,454	8.2	%	111,037	9.5	%	142,651	8.6	%
Time share developers	16,663	0.9	%	12,683	1.1	%	13,557	0.8	%
Financial services	10,367	0.57	%	7,853	0.7	%	8,355	0.5	%
Communication and services	16,006	0.9	%	17,800	1.5	%	18,137	1.1	%
Services to passenger	4,127	0.2	%	3,281	0.3	%	3,561	0.2	%
VIP lounges	51,176	2.8	%	36,538	3.1	%	49,381	3.0	%
Other commercial revenues(3)	43,542	2.4	%	44,300	3.8	%	49,593	3.0	%
Total commercial activities	915,926	50.3	%	571,990	48.8	%	779,577	47.2	%
Diversification activities:
Hotel services	357,032	19.6	%	141,890	12.1	%	221,728	13.4	%
OMA Carga	194,936	10.7	%	183,382	15.7	%	257,210	15.6	%
Real estate services	18,181	1.0	%	16,499	1.4	%	19,721	1.2	%
Industrial services	39,451	2.2	%	51,272	4.4	%	63,737	3.9	%
Other diversification revenues(3)	4,966	0.3	%	7,547	0.6	%	6,889	0.4	%
Total diversification activities	614,566	33.8	%	400,590	34.2	%	569,285	34.4	%
Complementary Activities:
Leasing of space(2)	83,477	4.6	%	85,729	7.3	%	122,639	7.4	%
Access rights	19,709	1.1	%	15,819	1.4	%	21,316	1.3	%
Documented baggage inspection	175,006	9.6	%	86,491	7.4	%	150,238	9.1	%
Other complementary revenues(4)	10,921	0.6	%	10,420	0.9	%	10,324	0.6	%
Total complementary activities	289,113	15.9	%	198,459	16.9	%	304,517	18.4	%
Total revenues from non-aeronautical services	1,819,605	100.0	%	1,171,039	100.0	%	1,653,379	100.0	%

(1) Includes revenues from duty-free operations.

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

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

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

The majority of our non-aeronautical revenues are derived from commercial activities, which represented 47.2% of our non-aeronautical revenues in 2021. Commercial activities include car parking charges (which may be subject to government regulation, but not to our maximum rates), rental and royalty payments from third parties operating retail stores and providing commercial services at our airports, such as advertising, food and beverage providers, car rentals, time-share sales and promotions services, duty-free stores and fees collected from other miscellaneous sources, such as telecommunications providers, financial services providers and other passenger services providers.

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On an individual basis, during 2021, our most important source of non-aeronautical revenues was OMA Carga which provides air and ground cargo logistics services, and represented 15.6% of our non-aeronautical revenues in 2021 and is part of our diversification activities. Other than OMA Carga, diversification activities include hotel services (both Terminal 2 NH Collection Hotel at the Mexico City International Airport and the Hilton Garden Inn Hotel at the Monterrey airport) and industrial services operation of the OMA-VYNMSA Aero Industrial Park.

Complementary activities represented 18.4% of our non-aeronautical revenues in 2021. These activities primarily include baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations; as well as fees for access to federal zones.

Operating Costs

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

	For the Year Ended December 31,
	2019			2020			2021
	Amount	% Change		Amount	% Change		Amount	% Change
	(in thousands of pesos, except percentages)
Operating Costs:
Cost of services:
Wages and salaries	242,473	4.5	%	228,993	(5.6)	%	229,358	0.2	%
Maintenance	177,191	16.1	%	124,563	(29.7)	%	142,069	14.1	%
Security and insurance	161,351	(5.4)	%	134,774	(16.5)	%	128,299	(4.8)	%
Utilities (electricity, cleaning and water)	177,250	(15.7)	%	122,961	(30.6)	%	144,727	17.7	%
Building lease	15,683	(64.6)	%	2,543	(83.8)	%	2,015	(20.8)	%
Allowance for doubtful accounts	(241)	(96.0)	%	17,738	(7,460)	%	646	(96)	%
Cost of hotel service	85,706	30.1	%	30,650	(64.2)	%	44,282	44.5	%
Equipment lease, fees and other	94,794	(11.8)	%	103,736	9.4	%	90,711	(12.6)	%
Total cost of services	954,207	(2.4)	%	765,958	(19.7)	%	782,107	2.1	%
Major maintenance provision	292,324	17.6	%	392,531	34.3	%	512,653	30.6	%
Cost of construction	954,834	(16.4)	%	1,253,869	31.3	%	1,788,903	42.7	%
Administrative expenses	542,664	(3.6)	%	518,059	(4.5)	%	586,542	13.2	%
Right to use airport facilities	363,561	13.9	%	199,202	(45.2)	%	319,906	60.6	%
Technical assistance fees	150,108	(13.0)	%	81,164	(45.9)	%	133,558	64.6	%
Depreciation and amortization(1)	415,252	18.1	%	435,344	4.8	%	487,230	11.9	%
Other income, net	(1,155)	463.4	%	(129)	(88.8)	%	(1,278)	890.7	%
Total operating costs	3,671,795	(2.7)	%	3,645,998	(0.7)	%	4,609,621	26.4	%

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

Cost of Services

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

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Major maintenance provision

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

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

Construction Costs

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

Administrative Expenses

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

Concession Tax

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

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Technical Assistance Fee

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

Depreciation and Amortization

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our 13 concessions. In 2021, our depreciation and amortization expenses increased by 11.9%, as compared to 2020, primarily due to an increase in the investment to improve our concessions’ assets during 2021.

The value of our concessions was determined in June 2000, when SETA won the bid to acquire Series BB shares currently representing 12.9% of our capital stock, based on the value assigned by the independent company INGENIAL. In addition, we depreciate the value of certain fixed assets that we acquire or build at our airports pursuant to the investment requirements under our Master Development Programs. For further information regarding depreciation and amortization expenses, refer to Notes 9 and 10 to our audited consolidated financial statements.

Solidarity Fees

We and our subsidiaries have entered into intercompany agreements under which we provide services in exchange for payments from our subsidiaries. The payments under these agreements affect the revenues, operating costs and income at our individual subsidiaries but not our consolidated results. Under the intercompany agreements, our parent company Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., or GACN, provides certain administrative services to guarantee that our airport subsidiaries operate in compliance with the required standards under their respective concession titles. Pursuant to Article 10.3 of the concession titles of each of our subsidiaries, we and each airport concessionaire are joint and severally liable with respect to the obligations of each other airport concessionaire before the Ministry of Infrastructure, Communications and Transportation. In exchange for these services, our airport operating subsidiaries make payments to GACN. As a result of the foregoing, each of our airports has entered into an Operating Services Agreement with our parent company or GACN, pursuant to which each of our airport operating subsidiaries pays a solidarity fee to GACN in exchange for which GACN provides services to guarantee the ongoing viability of that subsidiary’s concession and make sure that they have the resources to comply with their respective Master Development Programs and other regulatory obligations. As described under “Item 4. Information on the Company—Regulatory Framework—General Obligations of Concession Holders,” in the event of a breach of one concession, the Ministry of Infrastructure, Communications and Transportation is entitled to revoke all of the concessions held by our airport operating subsidiaries. Therefore, our airport operating subsidiaries that generate higher revenues pay higher solidarity fees to our parent company to ensure the continued viability of the concessions held by our airport operating subsidiaries that generate lower revenues. Amounts paid pursuant to the Operating Services Agreement are determined in accordance with Mexican transfer pricing regulations established under the Mexican Income Tax Law and are in line with a transfer pricing study that we commission annually from an independent third party. Other services provided pursuant to our Operating Services Agreements include, among others, negotiating regulated tariffs and interfacing with regulators, leasing the commercial spaces and real estate, trademark license royalties, and marketing services. The costs of these services and guarantees, including the solidarity fees, are actual costs that are charged to individual airports.

99

During 2021, we made certain amendments to our Operating Services Agreements to ensure compliance with the labor reform implemented in 2021 by the Mexican Government that would allow us to contract specialized services within companies of the same economic group.

Expenditures pursuant to master development programs and other capital expenditures

In 2021, expenditures pursuant to master development programs and other capital expenditures were Ps.2,117,178 thousand. We funded our expenditures through cash flows from operations, and we believe that we will continue to fund them through cash flow from operations, as well as new debt, in the future. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

Employee Statutory Profit Sharing

We are subject to the mandatory statutory employee profit sharing regime (participación de los trabajadores en las utilidades de las empresas, or “PTU”) established by the Mexican Federal Labor Law. Under this regime, 10% of a company’s unconsolidated annual profits, as calculated for tax purposes, and subject to certain limits, must be distributed among employees other than the chief executive officer. Pursuant to the labor reform implemented in 2021 by the Mexican Government, the statutory profit sharing payment for an employee is capped to three months of base salary, subject to certain limits

Taxation

The recognition of a deferred tax asset from previous years represented Ps.245,569 thousand for the year ended December 31, 2021, while the current tax amounted to Ps.1,217,748 thousand. In 2021, we had an effective tax rate of 25.3%, which reflects the permanent differences related primarily to inflationary effects for tax purposes.

The statutory Mexican corporate income tax rate in 2021, 2020 and 2019 was 30.0%.

A withholding tax at a rate of 10% on the gross amount of dividends distributed to non-Mexican holders with respect to our Series B shares and our ADSs was enacted as part of the 2013 tax reforms. For a further discussion of the withholding tax, see “Item 10. Additional Information—Taxation—Taxation of Dividends.”

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Operating Results by Segment

The following table sets forth our results of operations for the periods indicated for each of our airports, our hotel services and our industrial services.

	For the Year Ended December 31,
	2019		2020		2021
	(in thousands of pesos, except percentages)
Metropolitan Destination
Monterrey:
Revenues:
Aeronautical services	2,641,052		1,278,255		2,371,178
Non-aeronautical services	726,684		479,322		551,744
Construction services	323,035		802,470		908,960
Total revenues	3,690,771		2,560,047		3,831,882
Operating costs:
Costs and administrative expenses	392,344		254,416		391,081
Major maintenance provision	63,673		78,811		81,610
Construction costs	323,035		802,470		908,960
Depreciation and amortization	111,020		122,507		142,152
Solidarity fee	2,327,084		855,891		1,803,003
Total operating costs	3,217,156		2,114,095		3,326,806
Income from operations	473,615		445,952		505,076
Operating margin(1)	12.8	%	17.4	%	13.2	%

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	For the Year Ended December 31,
	2019		2020		2021
	(in thousands of pesos, except percentages)
Tourist Destinations
Acapulco:
Revenues:
Aeronautical services	227,954		117,218		196,631
Non-aeronautical services	40,242		27,159		33,250
Construction services	63,102		29,410		44,088
Total revenues	331,298		173,787		273,969
Operating costs:
Costs and administrative expenses	61,603		49,893		72,553
Major maintenance provision	9,374		13,536		15,960
Construction costs	63,102		29,410		44,088
Depreciation and amortization	43,286		44,780		45,693
Solidarity fee	100,121		14,580		54,191
Total operating costs	277,486		152,199		232,485
Income from operations	53,812		21,588		41,484
Operating margin(1)	16.2	%	12.4	%	15.1	%
Mazatlán:
Revenues:
Aeronautical services	321,313		211,184		317,004
Non-aeronautical services	52,857		37,431		46,368
Construction services	34,572		24,704		45,625
Total revenues	408,742		273,319		408,997
Operating costs:
Costs and administrative expenses	61,828		47,936		79,076
Major maintenance provision	16,796		13,282		21,456
Construction costs	34,572		24,704		45,625
Depreciation and amortization	17,514		18,699		19,254
Solidarity fee	225,406		105,593		186,537
Total operating costs	356,116		210,214		351,948
Income from operations	52,626		63,105		57,049
Operating margin(1)	12.9	%	23.1	%	13.9	%
Zihuatanejo:
Revenues:
Aeronautical services	191,512		98,645		137,018
Non-aeronautical services	25,596		18,360		22,127
Construction services	22,876		45,984		129,957
Total revenues	239,984		162,989		289,102
Operating costs:
Costs and administrative expenses	38,918		29,319		48,706
Major maintenance provision	32,792		40,780		28,325
Construction costs	22,876		45,984		129,957
Depreciation and amortization	18,660		19,091		20,058
Solidarity fee	83,124		14,855		35,392
Total operating costs	196,370		150,029		262,438
Income from operations	43,614		12,960		26,664
Operating margin(1)	18.2	%	8.0	%	9.2	%

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	For the Year Ended December 31,
	2019		2020		2021
	(in thousands of pesos, except percentages)
Regional Destinations
Chihuahua:
Revenues:
Aeronautical services	411,392		215,728		419,027
Non-aeronautical services	67,022		46,049		48,531
Construction services	124,701		30,679		63,456
Total revenues	603,115		292,456		531,014
Operating costs:
Costs and administrative expenses	68,233		51,254		75,507
Major maintenance provision	34,802		52,396		101,967
Construction costs	124,701		30,679		63,456
Depreciation and amortization	17,974		25,274		26,384
Solidarity fee	290,026		82,815		184,429
Total operating costs	535,736		242,418		451,743
Income from operations	67,379		50,038		79,271
Operating margin(1)	11.2	%	17.1	%	14.9	%
Culiacán:
Revenues:
Aeronautical services	617,978		359,562		573,506
Non-aeronautical services	66,287		51,732		57,560
Construction services	68,961		68,142		91,262
Total revenues	753,226		479,436		722,328
Operating costs:
Costs and administrative expenses	80,460		57,683		89,764
Major maintenance provision	8,884		64,627		24,023
Construction costs	68,961		68,142		91,262
Depreciation and amortization	18,658		20,887		22,442
Solidarity fee	479,985		175,756		385,657
Total operating costs	656,948		387,095		613,148
Income from operations	96,278		92,341		109,180
Operating margin(1)	12.8	%	19.3	%	15.1	%
Durango:
Revenues:
Aeronautical services	150,130		79,515		155,408
Non-aeronautical services	13,433		11,083		14,536
Construction services	36,677		50,202		35,600
Total revenues	200,240		140,800		205,544
Operating costs:
Costs and administrative expenses	27,964		21,566		40,521
Major maintenance provision	14,506		26,418		28,509
Construction costs	36,677		50,202		35,600
Depreciation and amortization	7,537		8,259		10,082
Solidarity fee	90,542		24,135		59,662
Total operating costs	177,226		130,580		174,374
Income from operations	23,014		10,220		31,170
Operating margin(1)	11.5	%	7.3	%	15.2	%

103

	For the Year Ended December 31,
	2019		2020		2021
	(in thousands of pesos, except percentages)
San Luis Potosí:
Revenues:
Aeronautical services	174,340		108,045		192,712
Non-aeronautical services	35,631		28,508		38,345
Construction services	110,743		58,189		67,399
Total revenues	320,714		194,742		298,456
Operating costs:
Costs and administrative expenses	35,460		26,288		50,903
Major maintenance provision	26,093		12,962		47,441
Construction costs	110,743		58,189		67,399
Depreciation and amortization	12,857		21,569		24,150
Solidarity fee	107,623		41,086		73,275
Total operating costs	292,776		160,094		263,168
Income from operations	27,938		34,648		35,288
Operating margin(1)	8.7	%	17.8	%	11.8	%
Tampico:
Revenues:
Aeronautical services	197,161		74,330		133,178
Non-aeronautical services	28,056		17,414		20,054
Construction services	61,823		67,530		130,162
Total revenues	287,040		159,274		283,394
Operating costs:
Costs and administrative expenses	43,969		38,759		53,404
Major maintenance provision	11,593		29,466		27,779
Construction costs	61,823		67,530		130,162
Depreciation and amortization	9,218		9,920		12,083
Solidarity fee	128,629		3,441		38,191
Total operating costs	255,232		149,116		261,619
Income from operations	31,808		10,158		21,775
Operating margin(1)	11.1	%	6.4	%	7.7	%
Torreón:
Revenues:
Aeronautical services	201,446		94,892		175,268
Non-aeronautical services	23,683		17,425		24,450
Construction services	18,343		12,233		28,802
Total revenues	243,472		124,550		228,520
Operating costs:
Costs and administrative expenses	34,781		24,812		40,934
Major maintenance provision	17,457		19,327		58,531
Construction costs	18,343		12,233		28,802
Depreciation and amortization	9,883		10,605		10,811
Solidarity fee	131,350		33,913		56,525
Total operating costs	211,814		100,890		195,603
Income from operations	31,658		23,660		32,917
Operating margin(1)	13.0	%	19.0	%	14.4	%
Zacatecas:
Revenues:
Aeronautical services	141,500		71,292		132,427
Non-aeronautical services	13,945		10,512		14,996
Construction services	6,843		7,480		18,318
Total revenues	162,288		89,284		165,741
Operating costs:
Costs and administrative expenses	27,746		22,432		42,259
Major maintenance provision	12,129		1,243		14,371
Construction costs	6,843		7,480		18,318
Depreciation and amortization	7,813		8,024		8,419
Solidarity fee	76,622		29,349		61,236
Total operating costs	131,153		68,528		144,603
Income from operations	31,135		20,756		21,138
Operating margin(1)	19.2	%	23.2	%	12.8	%

104

	For the Year Ended December 31,
	2019		2020		2021
	(in thousands of pesos, except percentages)
Border Destinations
Ciudad Juárez:
Revenues:
Aeronautical services	380,271		199,685		403,208
Non-aeronautical services	55,999		37,736		36,148
Construction services	17,650		27,949		165,532
Total revenues	453,920		265,370		604,888
Operating costs:
Costs and administrative expenses	60,977		43,601		58,913
Major maintenance provision	31,050		18,155		45,800
Construction costs	17,650		27,949		165,532
Depreciation and amortization	11,799		12,717		15,201
Solidarity fee	271,070		102,706		245,331
Total operating costs	392,546		205,128		530,777
Income from operations	61,374		60,242		74,111
Operating margin(1)	13.5	%	22.7	%	12.3	%
Reynosa:
Revenues:
Aeronautical services	113,515		58,010		119,950
Non-aeronautical services	18,240		11,500		12,133
Construction services	112,031		55,366		74,664
Total revenues	243,786		124,876		206,747
Operating costs:
Costs and administrative expenses	28,119		21,123		39,154
Major maintenance provision	13,177		21,528		16,883
Construction costs	112,031		55,366		74,664
Depreciation and amortization	8,189		9,553		20,472
Solidarity fee	55,895		8,135		31,355
Total operating costs	217,411		115,705		182,528
Income from operations	26,375		9,171		24,219
Operating margin(1)	10.8	%	7.3	%	11.7	%

(1) We determine operating margin per airport by dividing income from operations at each airport by total revenues for that airport.

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	For the Year Ended December 31,
	2019		2020		2021
	(in thousands of pesos, except percentages)
Hotels
Terminal 2 NH Collection Hotel:
Revenues:
Non-aeronautical services	255,393		110,299		171,005
Equity method (1)	220		226		2,175
Total revenues	255,613		110,525		173,180
Operating costs:
Costs and administrative expenses	138,742		78,833		95,418
Depreciation and amortization	39,546		40,301		42,054
Total operating costs	178,288		119,134		137,472
(Loss) income from operations	77,325		(8,609)		35,708
Operating margin	30.3	%	(7.8)	%	20.6	%
Hilton Garden Inn Hotel:
Revenues:
Non-aeronautical services	103,474		32,614		52,483
Equity method (1)	(188)		336		417
Total revenues	103,286		32,950		52,900
Operating costs:
Costs and administrative expenses	59,559		28,438		37,477
Depreciation and amortization	11,382		11,430		9,634
Total operating costs	70,941		39,868		47,111
(Loss) income from operations	32,345		(6,918)		5,789
Operating margin	31.3	%	(21.0)	%	10.9	%

(1) Equity method revenue is eliminated in full on consolidation.

	For the Year Ended December 31,
	2019		2020			2021
	(in thousands of pesos, except percentages)
Industrial Park
OMA-Vynmsa Aero Industrial Park:
Revenues:
Non-aeronautical services		41,981		56,454		68,294
Total revenues		41,981		56,454		68,294
Operating costs:
Costs and administrative expenses		6,811		8,751		8,886
Depreciation and amortization		19,548		23,621		28,186
Total operating costs		26,359		32,372		37,072
Income from operations		15,622		24,082		31,222
Operating margin		37.2	%	42.7	%	45.7	%

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Summary Historical Consolidated Results of Operations

The following table sets forth a summary of our consolidated results of operations for the years indicated:

	Year Ended December 31,
	2019		2020				2021
	Amount		Amount		% Change		Amount		% Change
	(in thousands of pesos, except percentages)
Revenues:
Aeronautical services	5,752,662		2,942,558		(48.8)	%	5,277,728		79.4	%
Non-aeronautical services	1,819,605		1,171,039		(35.6)	%	1,653,379		41.2	%
Construction services	954,834		1,253,869		31.3	%	1,788,903		42.7	%
Total revenues	8,527,101		5,367,466		(37.1)	%	8,720,010		62.5	%
Operating costs and expenses:
Cost of services	954,207		765,958		(19.7)	%	782,107		2.1	%
Major maintenance provision	292,324		392,531		34.3	%	512,653		30.6	%
Construction costs	954,834		1,253,869		31.3	%	1,788,903		42.7	%
Administrative expenses	542,664		518,059		(4.5)	%	586,542		13.2	%
Concession taxes	363,561		199,202		(45.2)	%	319,906		60.6	%
Technical assistance fees	150,108		81,164		(45.9)	%	133,558		64.6	%
Depreciation and amortization	415,252		435,344		4.8	%	487,230		11.9	%
Other income	(1,155)		(129)		(88.9)	%	(1,278)		890.7	%
Total operating costs and expenses	3,671,795		3,645,998		(0.7)	%	4,609,621		26.4	%
Income from operations	4,855,306		1,721,468		(64.5)	%	4,110,389		138.8	%
Interest expense, net	(204,772)		(308,610)		50.7	%	(387,197)		25.5	%
Exchange loss, net	(50,878)		79,522		(256.3)	%	112,617		41.6	%
Income before income taxes	4,599,656		1,492,380		(67.6)	%	3,835,809		157.0	%
Income taxes	1,372,222		394,501		(71.3)	%	972,179		146.4	%
Consolidated net income	3,227,434		1,097,879		(66.0)	%	2,863,630		160.8	%
Other operating data:
Operating margin(1)	56.9	%	32.1	%	N/A		47.1	%	N/A
Net margin(2)	37.8	%	20.5	%	N/A		32.8	%	N/A

(1) Income from operations divided by total revenues, expressed as a percentage.

(2) Consolidated net income divided by total revenues, expressed as a percentage.

Results of Operations for the Year Ended December 31, 2021, Compared to the Year Ended December 31, 2020.

Consolidated Revenues

Total revenues for 2021 were Ps.8,720,010 thousand, 62.5% higher than the Ps.5,367,466 thousand recorded in 2020, primarily as a result of an increase in both aeronautical and non-aeronautical revenues. The sum of aeronautical and non-aeronautical revenues in 2021 increased by 68.5% as compared to 2020.

Aeronautical revenues increased by 79.4% to Ps.5,277,728 thousand in 2021, as compared to Ps.2,942,558 thousand in 2020 due primarily to an increase in passenger charges from Ps.2,400,483 thousand in 2020 to Ps.4,592,006 thousand in 2021, attributable to a 62.9% increase in passenger traffic and an increase in aeronautical tariffs. Aeronautical revenues per workload unit in 2021 were Ps.274.1 compared to Ps.245.3 in 2020, an increase of 11.7%.

Non-aeronautical revenues increased by 41.2% from Ps.1,171,039 thousand in 2020 to Ps. 1,653,379 thousand in 2021, due primarily to the recovery in revenue generation of our commercial activities and the expansion of the diversification activities. Non-aeronautical revenues per terminal passenger decreased by 13.3%, from Ps.105.9 in 2020 to Ps. 91.7 in 2021, due primarily to a higher growth in terminal passengers, compared to the recovery of non-aeronautical revenues.

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Revenues from construction services in 2021 were Ps. 1,788,903 thousand, an increase of 42.7% from Ps.1,253,869 thousand recognized in 2020, primarily as a result of the progress in the improvements of concession assets, principally in the Monterrey, Ciudad Juárez, Tampico and Zihuatanejo airports.

Our revenues are highly dependent on the volume of passenger traffic. The effects of the COVID-19 pandemic resulted in a significant reduction in passenger traffic during 2020 and a recovery during 2021, as a result of the actions taken by the Mexican, U.S. and other governments and from the broader reduction in demand for air travel caused by the COVID-19 pandemic. Even though we have taken action to recover passenger confidence, along with measures taken to preserve liquidity, the ongoing adverse effects of COVID-19 on our operations remain uncertain and the continuation of reduced air travel demand could have a material adverse effect on the Company’s business, operating results, financial condition and liquidity. For more information, see “Risk Factors—Risks Related to Our Operations— The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.”

Revenues by Segment

On an airport-by-airport basis, the principal contributors to total revenues in 2021 were the Monterrey airport (Ps.3,831,882 thousand), the Culiacán airport (Ps.722,328 thousand), the Ciudad Juárez airport (Ps.604,888 thousand), the Chihuahua airport (Ps.531,014 thousand) and the Mazatlán airport (Ps.408,997 thousand). Based on contribution to aeronautical and non-aeronautical revenues in 2021, the main contributors were the Monterrey airport (Ps.2,922,922 thousand), the Culiacán airport (Ps.631,066 thousand), the Chihuahua airport (Ps.467,558 thousand), the Ciudad Juárez airport (Ps.439,356 thousand) and the Mazatlán airport (Ps.363,372 thousand). Historically, Monterrey, Culiacán and Chihuahua have been our three principal contributors to aeronautical and non-aeronautical revenues, and we expect this trend to continue in the future.

Metropolitan Destination

At the Monterrey airport, aeronautical revenues increased by 85.5% from Ps.1,278,255 thousand in 2020 to Ps.2,371,178 thousand in 2021, due primarily to a 74.0% increase in domestic passenger charges, as a result of a 55.4% increase in domestic passenger traffic and a 9.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 15.1% from Ps. 479,322 thousand in 2020 to Ps.551,744 thousand in 2021, due primarily to a 44.2% increase in OMA Carga, a 42.3% increase in food and beverage and a 33.6% increase in revenue from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 66.3% from Ps. 1,757,577 thousand in 2020 to Ps.2,922,922 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 17.5% from Ps.320.5 in 2020 to Ps.376.4 in 2021, principally due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic

Tourist Destinations

At the Acapulco airport, aeronautical revenues increased by 67.7% from Ps.117,218 thousand in 2020 to Ps.196,631 thousand in 2021, due primarily to an 84.7% increase in domestic passenger charges, as a result of a 72.8% increase in domestic passenger traffic and a 7.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 22.4% from Ps.27,159 thousand in 2020 to Ps.33,250 thousand in 2021, due primarily to a 45.4% increase in food and beverage, and a 30.2% increase in revenues from retail operations. The sum of aeronautical and non-aeronautical revenues increased by 59.2% from Ps.144,377 thousand in 2020 to Ps.229,881 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit decreased by 6.1% from Ps.363.7 in 2020 to Ps.341.7 in 2021, principally due to a lower increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

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At the Mazatlán airport, aeronautical revenues increased by 50.1% from Ps.211,184 thousand in 2020 to Ps.317,004 thousand in 2021, due primarily to a 94.0% increase in domestic passenger charges, as a result of a 65.1% increase in domestic passenger traffic and a 9.3% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 23.9% from Ps.37,431 thousand in 2020 to Ps.46,368 thousand in 2021, due primarily to a 45.6% increase in revenues from car rentals, a 51.7% increase in revenues from time-share developers, and a 43.9% increase in revenues from food and beverage. The sum of aeronautical and non-aeronautical revenues increased by 46.2% from Ps.248,615 thousand in 2020 to Ps.363,372 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.4% from Ps.323.7 in 2020 to Ps.331.5 in 2021, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

At the Zihuatanejo airport, aeronautical revenues increased by 38.9% from Ps.98,645 thousand in 2020 to Ps.137,018 thousand in 2021, due primarily to a 194.6% increase in domestic passenger charges, as a result of a 76.2% increase in domestic passenger traffic and a 6.1% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 20.5% from Ps.18,360 thousand in 2020 to Ps.22,127 thousand in 2021, due primarily to a 918% increase in leasing of space, and a 33.5% increase in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 36.0% from Ps.117,005 thousand in 2020 to Ps.159,145 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit decreased by 0.7% from Ps.367.4 in 2020 to Ps.365.0 in 2021, principally due to a lower increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

Regional Destinations

At the Chihuahua airport, aeronautical revenues increased by 94.2% from Ps.215,728 thousand in 2020 to Ps.419,027 thousand in 2021, due primarily to a 107.6% increase in domestic passenger charges, as a result of a 63.9% increase in domestic passenger traffic and a 9.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 5.4% from Ps.46,049 thousand in 2020 to Ps.48,531 thousand in 2021, due primarily to a 37.8% increase in revenues from leasing of space, and a 28.6% increase in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 78.6% from Ps.261,777 thousand in 2020 to Ps.467,558 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 10.0% from Ps.292.1 in 2020 to Ps.321.5 in 2021, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

At the Culiacán airport, aeronautical revenues increased by 59.5% from Ps.359,562 thousand in 2020 to Ps.573,506 thousand in 2021, due primarily to a 57.1% increase in domestic passenger charges, as a result of a 41.3% increase in domestic passenger traffic and a 9.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increase by 11.3% from Ps.51,732 thousand in 2020 to Ps.57,560 thousand in 2021, due primarily to a 31.9% increase in revenues from food and beverage, a 33.9% increase in revenue from retail, and a 29.1% increase in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 53.4% from Ps.411,294 thousand in 2020 to Ps.631,066 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.1% from Ps.288.5 in 2020 to Ps.309.0 in 2021, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

At the Durango airport, aeronautical revenues increased by 95.4% from Ps.79,515 thousand in 2020 to Ps.155,408 thousand in 2021, due primarily to a 134.2% increase in domestic passenger charges, as a result of a 62.6% increase in domestic passenger traffic and a 9.3% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increase by 31.2% from Ps.11,083 thousand in 2020 to Ps.14,536 thousand in 2021, due primarily to a 373.1% increase in revenues from leasing of spaces, and a 25.0% increase in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 87.6% from Ps.90,598 thousand in 2020 to Ps.169,944 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 14.3% from Ps.332.1 in 2020 to Ps.379.5 thousand in 2021, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

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At the San Luis Potosí airport, aeronautical revenues increased by 78.4% from Ps.108,045 thousand in 2020 to Ps.192,712 thousand in 2021, due primarily to a 104.5% increase in domestic passenger charges, as a result of a 63.3% increase in domestic passenger traffic and a 4.3% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 34.5% from Ps.28,508 thousand in 2020 to Ps.38,345 thousand in 2021, due primarily to an 82.4% increase in revenues from leasing of spaces, a 13.3% increase in revenues from car rentals and a 25.0% increase in revenues from food and beverage. The sum of aeronautical and non-aeronautical revenues increased by 69.2% from Ps.136,553 thousand in 2020 to Ps.231,057 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 12.6% from Ps.258.0 in 2020 to Ps.290.3 in 2021, due to a higher increase in non-aeronautical revenues than aeronautical revenues, compared to the increase in passenger traffic.

At the Tampico airport, aeronautical revenues increased by 79.2% from Ps.74,330 thousand in 2020 to Ps.113,178 thousand in 2021, due primarily to a 109.1% increase in domestic passenger charges, as a result of a 41.9% increase in domestic passenger traffic and a 7.4% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 15.2% from Ps.17,414 thousand in 2020 to Ps.20,054 thousand in 2021, due primarily to a 110.7% increase in revenues from leasing of spaces, and a 15.8% increase in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 67.0% from Ps.91,744 thousand in 2020 to Ps.153,232 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 14.0% from Ps.335.7 in 2020 to Ps.382.8 in 2021, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

At the Torreón airport, aeronautical revenues increased by 84.7% from Ps.94,892 thousand in 2020 to Ps.175,268 thousand in 2021, due primarily to a 91.7% increase in domestic passenger charges, as a result of a 61.7% increase in domestic passenger traffic and a 9.3% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 40.3% from Ps.17,425 thousand in 2020 to Ps.24,450 thousand in 2021, due primarily to a 121.9% increase in revenues from leasing of spaces, a 19.3% increase in revenue from car rentals and a 46.1% increase in revenues from retail operations. The sum of aeronautical and non-aeronautical revenues increased by 77.8% from Ps.112,317 thousand in 2020 to Ps.199,718 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.2% from Ps.341.8 in 2020 to Ps.362.9 thousand in 2021, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

At the Zacatecas airport, aeronautical revenues increased by 85.8% from Ps.71,292 thousand in 2020 to Ps.132,427 thousand in 2021, due primarily to a 99.6% increase in domestic passenger charges, as a result of a 54.2% increase in domestic passenger traffic and a 7.8% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 42.7% from Ps.10,512 thousand in 2020 to Ps.14,996 thousand in 2021, due primarily to an 806.5% increase in revenues from leasing of spaces, and a 23.7% increase in revenue from car rentals. The sum of aeronautical and non-aeronautical revenues increased by 80.2% from Ps.81,804 thousand in 2020 to Ps.147,423 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 11.6% from Ps.350.5 in 2020 to Ps.391.2 in 2021, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

Border Destinations

At the Ciudad Juárez airport, aeronautical revenues increased by 101.9% from Ps.199,685 thousand in 2020 to Ps.403,208 thousand in 2021, due primarily to a 107.8% increase in domestic passenger charges, as a result of a 88.8% increase in domestic passenger traffic and a 9.5% increase in the tariff for domestic passenger charges. Non-aeronautical revenues decreased by 4.2% from Ps.37,736 thousand in 2020 to Ps.36,148 thousand in 2021, due primarily to a 48.3% decrease in revenues from car parking. The sum of aeronautical and non-aeronautical revenues increased by 85.1% from Ps.237,421 thousand in 2020 to Ps.439,356 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit decreased by 1.5% from Ps.284.3 in 2020 to Ps.280.0 in 2021, due to a lower increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

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At the Reynosa airport, aeronautical revenues increased by 106.8% from Ps.58,010 thousand in 2020 to Ps.119,950 thousand in 2021, due primarily to a 106.2% increase in domestic passenger charges, as a result of a 83.8% increase in domestic passenger traffic and a 9.3% increase in the tariff for domestic passenger charges. Non-aeronautical revenues increased by 5.5% from Ps.11,500 thousand in 2020 to Ps.12,133 thousand in 2021, due primarily to a 27.8% increase in revenues from car rentals, a 172.5% increase in revenue from food and beverage. The sum of aeronautical and non-aeronautical revenues increased by 90.0% from Ps.69,510 thousand in 2020 to Ps.132,083 thousand in 2021. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.8% from Ps.298.2 in 2020 to Ps.303.6 in 2021, due to a higher increase in non-aeronautical revenues and aeronautical revenues, compared to the increase in passenger traffic.

Hotels

At our Terminal 2 NH Collection Hotel, total revenues increased by 55.0% from Ps.110,299 thousand in 2020 to Ps.171,005 thousand in 2021, due primarily to an increase in the annual average occupancy rate from 40.2% in 2020 to 63.8% in 2021 and an 11.3% increase in the average rates per room in 2021. The revenues of the Terminal 2 NH Collection Hotel are mainly dependent on passenger traffic traveling to and from the Mexico City International Airport.

At our Hilton Garden Inn Hotel at the Monterrey airport, total revenues increased by 60.9% from Ps.32,614 thousand in 2020 to Ps.52,483 thousand in 2021, due primarily to an increase in the annual average occupancy rate from 36.1% in 2020 to 46.1% in 2021. The revenues of the Hilton Garden Inn Hotel are dependent on passenger traffic traveling to and from the Monterrey international airport.

Industrial Park

At our OMA-VYNMSA Aero Industrial Park, total revenues increased by 21.0% from Ps.56,454 thousand in 2020 to Ps68,294 thousand in 2021, due primarily to an increase in the number of leased commercial warehouses.

Operating Results

Cost of Services

Our cost of services increased by 2.1% from Ps.765,958 thousand in 2020 to Ps.782,107 thousand in 2021, mainly as a result of a 17.7% increase in utilities, and a 14.1% increase in minor maintenance. Additionally, our cost of hotel services increased 44.5% as a result of an increase in operations in both hotels during 2021. As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services decreased from 18.6% in 2020 to 11.3% in 2021.

Major maintenance provision

Our major maintenance provision increased from Ps.392,531 thousand in 2020 to Ps.512,653 thousand in 2021, due primarily to the recognition of the major maintenance works included in the new Master Development Program for 2021-2025.

Administrative Expenses

Our administrative expenses increased by 13.2% from Ps.518,059 thousand in 2020 to Ps.586,542 thousand in 2021, due primarily to a 9.1% increase in payroll expenses, and a 41.5% increase in expenses paid to consultants and other providers of professional services.

Technical Assistance Fee

Our technical assistance fee, which is paid in U.S. dollars, increased by 64.6% from Ps.81,164 thousand in 2020 to Ps.133,558 thousand in 2021, as a result of an increase in EBITDA, which is the base for its calculation.

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Concession Tax

Our concession tax increased by 60.6% from Ps.199,202 thousand in 2020 to Ps.319,906 thousand in 2021, as a result of the increase in aeronautical and non-aeronautical revenues.

Depreciation and Amortization

Our depreciation and amortization increased 11.9% from Ps.435,344 thousand in 2020 to Ps.487,230 thousand in 2021, due primarily to an increase in investments to improve our concessioned assets during 2021.

Income from Operations

On a consolidated basis, our operating income increased by 138.8% from Ps.1,721,468 thousand in 2020 to Ps.4,110,389 thousand in 2021, due primarily to a 62.5% increase in total revenue. Our operating margin increased from 32.1% in 2020 to 47.1% in 2021, and considering only the sum of our aeronautical and non-aeronautical revenues, our operating margin increased from 41.8% in 2020 to 59.3% in 2021.

Operating Income by Segment

The figures presented in this section take into account the intercompany transactions described above under “Item 5. Operating and Financial Review and Prospects—Operating Results—Solidarity Fees.” In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.

On an airport-by-airport basis, the principal contributors to our operating income in 2021 were the Monterrey airport (Ps.505,076 thousand), the Culiacán airport (Ps.109,180 thousand), the Chihuahua airport (Ps.79,271 thousand), the Ciudad Juárez airport (Ps.74,111 thousand), the Mazatlán airport (Ps.57,049 thousand), and the Acapulco airport (Ps.41,484 thousand).

Metropolitan Destination

Operating income for the Monterrey airport increased by 13.3% from Ps.445,952 thousand in 2020 to Ps.505,076 thousand in 2021, due primarily to an increase of 66.3% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 57.4% in operating costs, mainly due to the increase in solidarity fees from Ps.855,891 thousand in 2020 to Ps.1,803,003 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Tourist Destinations

Operating income for the Acapulco airport increased by 92.2% from Ps.21,588 thousand in 2020 to Ps.41,484 thousand in 2021, due primarily to an increase of 59.2% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 52.8% in operating costs, mainly due to the increase in solidarity fees from Ps.14,580 thousand in 2020 to Ps.54,191 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues

Operating income for the Mazatlán airport decreased by 9.6% from Ps.63,105 thousand in 2020 to Ps.57,049 thousand in 2021, due primarily to an increase of 46.2% in aeronautical and non-aeronautical revenues, which was offset by an increase of 67.4% in operating costs, mainly due to the increase in solidarity fees from Ps.105,593 thousand in 2020 to Ps.186,537 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Operating income for the Zihuatanejo airport increased by 105.7% from Ps.12,960 thousand in 2020 to Ps.26,664 thousand in 2021, due primarily to an increase of 36.0% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 74.9% in operating costs, mainly due to the increase in solidarity fees from Ps.14,855 thousand in 2020 to Ps.35,392 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

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Regional Destinations

Operating income for the Chihuahua airport increased by 58.4% from Ps.50,038 thousand in 2020 to Ps.79,271 thousand in 2021, due primarily to an increase of 78.6% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 86.3% in operating costs, mainly due to the increase in solidarity fees from Ps.82,815 thousand in 2020 to Ps.184,429 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Operating income for the Culiacán airport increased by 18.2% from Ps.92,341 thousand in 2020 to Ps.109,180 thousand in 2021, due primarily to an increase of 53.4% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 58.4% in operating costs mainly due to the increase in solidarity fees from Ps.175,756 thousand in 2020 to Ps.385,657 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Operating income for the Durango airport increased by 205.0% from Ps.10,220 thousand in 2020 to Ps.31,170 thousand in 2021, due primarily to an increase of 87.6% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 33.5% in operating costs mainly due to the increase in solidarity fees from Ps.24,135 thousand in 2020 to Ps.59,662 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Operating income for the San Luis Potosí airport increased by 1.8% from Ps.34,648 thousand in 2020 to Ps.35,288 thousand in 2021, due primarily to an increase of 69.2% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 64.4% in operating costs mainly due to the increase in solidarity fees from Ps.41,086 thousand in 2020 to Ps.73,275 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Operating income for the Tampico airport increased by 114.4% from Ps.10,158 thousand in 2020 to Ps.21,775 thousand in 2021, due primarily to an increase of 67.0% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 75.4% in operating costs mainly due to the increase in solidarity fees from Ps.3,441 thousand in 2020 to Ps.38,191 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Operating income for the Torreón airport increased by 39.1% from Ps.23,660 thousand in 2020 to Ps.32,917 thousand in 2021, due primarily to an increase of 77.8% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 93.9% in operating costs mainly due to the increase in solidarity fees from Ps.33,913 thousand in 2020 to Ps.56,525 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Operating income for the Zacatecas airport increased by 1.8% from Ps.20,756 thousand in 2020 to Ps.21,138 thousand in 2021, due primarily to an increase of 80.2% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 111.0% in operating costs mainly due to the increase in solidarity fees from Ps.29,349 thousand in 2020 to Ps.61,236 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

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Border Destinations

Operating income for the Ciudad Juárez airport increased by 23.0% from Ps.60,242 thousand in 2020 to Ps.74,111 thousand in 2021, due primarily to an increase of 85.1% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 158.8% in operating costs mainly due to the increase in solidarity fees from Ps.102,706 thousand in 2020 to Ps.245,331 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Operating income for the Reynosa airport increased by 164.1% from Ps.9,171 thousand in 2020 to Ps.24,219 thousand in 2021, due primarily to an increase of 90.0% in aeronautical and non-aeronautical revenues, which was partially offset by an increase of 57.8% in operating costs mainly due to the increase in solidarity fees from Ps.8,135 thousand in 2020 to Ps.31,355 thousand in 2021, principally as a result of the growth in aeronautical and non-aeronautical revenues.

Hotels

Terminal 2 NH Collection Hotel had an operating loss of Ps.8,609 thousand in 2020, compared to an operating income of Ps.35,708 thousand in 2021 due primarily to an increase in revenues.

Hilton Garden Inn Hotel had an operating loss of Ps.6,918 thousand in 2020, compared to an operating income of Ps.5,789 thousand in 2021 due primarily to an increase in revenues.

Industrial Park

Operating income for our OMA-VYNMSA Industrial Park increased from Ps.24,082 thousand in 2020 to Ps.31,222 thousand in 2021 which reflected an increase in revenues.

Exchange Gain (Loss)

We had a net exchange gain in 2021 of Ps.112,617 thousand, as compared to a gain of Ps. 79,522 thousand in 2020 due primarily to a higher depreciation of the Mexican peso in relation to the U.S. dollar on our U.S. dollar cash balances in 2020 compared to the depreciation of the Mexican peso in 2021. The exchange rate used to convert our dollar-denominated liabilities from pesos to U.S. dollars was Ps.20.4672 to U.S.$1.00 as of December 31, 2021 and Ps.19.9087 to U.S.$1.00 as of December 31, 2020. Our cash balance denominated in U.S. dollar was U.S.79,552 thousand on December 31, 2020 and U.S.21,666 thousand on December 31, 2021.

Net Interest Expense

Our net interest expense increased by 25.5% from Ps.308,610 thousand in 2020 to Ps.387,197 thousand in 2021, as a result of a higher interest expense due to additional debt issued during 2021.

Income Taxes

We recorded an income tax expense of Ps. 972,179 thousand in 2021, as compared to Ps.394,501 thousand in 2020, due primarily to an increase in revenues that resulted in a higher taxable income.

Our current income tax was Ps.1,217.748 thousand in 2021, as compared to Ps. 480,232 thousand in 2020, as a result of increased revenues.

Our effective tax rate was 26.4% in 2020 and 25.3% in 2021. The effective tax rates in 2020 and 2021 differed from the statutory rate of 30%, as a result of the permanent differences related primarily to inflationary effects for tax purposes.

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Net Income and Comprehensive Income

Our net income increased by 160.8% from Ps.1,097,879 thousand in 2020 to Ps.2,863,630 thousand in 2021. Comprehensive income attributable to the controlling interest increased by 163.6% from Ps.1,085,231 thousand in 2020 to Ps.2,860,262 thousand in 2021. Earnings per share were Ps.7.3521 and earnings per ADS were Ps.58.8165 in 2021.

Results of Operations for the Year Ended December 31, 2020, Compared to the Year Ended December 31, 2019.

Consolidated Revenues

Total revenues for 2020 were Ps.5,367,466 thousand, 37.1% lower than the Ps.8,527,101 thousand recorded in 2019, primarily as a result of a decrease in both aeronautical and non aeronautical revenues. The sum of aeronautical and non-aeronautical revenues in 2020 decreased by 45.7% as compared to 2019.

Aeronautical revenues decreased by 48.8% to Ps.2,942,558 thousand in 2020, as compared to Ps.5,752,662 thousand in 2019 due primarily to a decrease in passenger charges from Ps.4,984,390 thousand in 2019 to Ps.2,400,484 thousand in 2020, attributable to a 52.3% decrease in passenger traffic. Aeronautical revenues per workload unit in 2020 were Ps.245.3 compared to Ps.238.3 in 2019, an increase of 3.0%.

Non-aeronautical revenues decreased by 35.6% from Ps.1,819,605 thousand in 2019 to Ps.1,171,039 thousand in 2020, due primarily to the reduction in operations at our airports, attributable to a 52.3% decrease in passenger traffic. Non-aeronautical revenues per terminal passenger increased by 34.8%, from Ps.78.5 in 2019 to Ps.105.9 in 2020, due primarily to a lower reduction in non-aeronautical revenue compared to passenger traffic, as a result of the nature of contracts from commercial, diversification and complementary activities, which provide for a minimum guaranteed fixed rent.

Revenues from construction services in 2020 were Ps.1,253,869 thousand, an increase of 31.3% from Ps.954,834 thousand recognized in 2019, primarily as a result of the progress in the improvements of concession assets, principally in the Monterrey, Culiacán, Tampico and San Luis Potosí airports.

Our revenues are highly dependent on the volume of passenger traffic. The effects of the COVID-19 pandemic resulted in a significant reduction in passenger traffic during 2020, as a result of the actions taken by the Mexican, U.S. and other governments and from the broader reduction in demand for air travel caused by the COVID-19 pandemic. Even though we have taken action to recover passenger confidence, along with measures taken to preserve liquidity, the ongoing adverse effects of COVID-19 on our operations remain uncertain and the continuation of reduced air travel demand could have a material adverse effect on the Company’s business, operating results, financial condition and liquidity.

Revenues by Segment

On an airport-by-airport basis, the principal contributors to total revenues in 2020 were the Monterrey airport (Ps.2,560,047 thousand), the Culiacán airport (Ps.479,436 thousand), the Chihuahua airport (Ps.292,456 thousand), the Mazatlán airport (Ps.273,319 thousand), the Ciudad Juárez airport (Ps.265,370 thousand), the San Luis Potosí airport (Ps.194,742 thousand), and the Acapulco airport (Ps.173,787 thousand). Based on contribution to aeronautical and non-aeronautical revenues in 2020, the main contributors were the Monterrey airport (Ps.1,757,577 thousand), the Culiacán airport (Ps.411,294 thousand), the Chihuahua airport (Ps.261,777 thousand), the Mazatlán airport (Ps.248,615 thousand), the Ciudad Juárez airport (Ps.237,421 thousand), the Acapulco airport (Ps.144,377 thousand), and the San Luis Potosí airport (Ps.136,553 thousand). Historically, Monterrey, Culiacán and Chihuahua have been our three principal contributors to aeronautical and non-aeronautical revenues, and we expect this trend to continue in the future.

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Metropolitan Destination

At the Monterrey airport, aeronautical revenues decreased by 51.6% from Ps.2,641,052 thousand in 2019 to Ps.1,278,255 thousand in 2020, due primarily to a 54.9% decrease in passenger charges, as a result of a 55.3% decrease in passenger traffic. Non-aeronautical revenues decreased by 34.0% from Ps.726,684 thousand in 2019 to Ps.479,322 thousand in 2020, due primarily to a 70.2% decrease in car parking charges, a 42.7% decrease in food and beverage and a 54.1% decrease in retail operations. The sum of aeronautical and non-aeronautical revenues decreased by 47.8% from Ps.3,367,736 thousand in 2019 to Ps.1,757,577 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 11.3% from Ps.287.9 in 2019 to Ps.320.5 in 2020, principally due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

Tourist Destinations

At the Acapulco airport, aeronautical revenues decreased by 48.6% from Ps.227,954 thousand in 2019 to Ps.117,218 thousand in 2020, due primarily to a 52.1% decrease in passenger charges, as a result of a 54.8% decrease in passenger traffic. Non-aeronautical revenues decreased by 32.5% from Ps.40,242 thousand in 2019 to Ps.27,159 thousand in 2020, due primarily to a 45.6% decrease in retail operations, a 28.8% decrease in revenues from car rentals and a 35.9% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 46.2% from Ps.268,196 thousand in 2019 to Ps.144,377 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 19.1% from Ps.305.3 in 2019 to Ps.363.7 in 2020, principally due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Mazatlán airport, aeronautical revenues decreased by 34.3% from Ps.321,313 thousand in 2019 to Ps.211,184 thousand in 2020, due primarily to a 36.6% decrease in passenger charges, as a result of a 36.2% decrease in passenger traffic. Non-aeronautical revenues decreased by 29.2% from Ps.52,857 thousand in 2019 to Ps.37,431 thousand in 2020, due primarily to a 32.8% decrease in retail operations, a 39.5% decrease in revenues from time-share developers and a 46.3% decrease in revenues from car parking. The sum of aeronautical and non-aeronautical revenues decreased by 33.6% from Ps.374,170 thousand in 2019 to Ps.248,615 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.3% from Ps.316.4 in 2019 to Ps.323.7 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Zihuatanejo airport, aeronautical revenues decreased by 48.5% from Ps.191,512 thousand in 2019 to Ps.98,645 thousand in 2020, due primarily to a 52.2% decrease in passenger charges, as a result of a 49.2% decrease in passenger traffic. Non-aeronautical revenues decreased by 28.3% from Ps.25,596 thousand in 2019 to Ps.18,360 thousand in 2020, due primarily to a 34.7% decrease in retail operations, a 20.6% decrease in revenues from car rentals and a 51.9% decrease in revenues from car parking. The sum of aeronautical and non-aeronautical revenues decreased by 46.1% from Ps.217,108 thousand in 2019 to Ps.117,005 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.2% from Ps.346.0 in 2019 to Ps.367.4 in 2020.

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Regional Destinations

At the Chihuahua airport, aeronautical revenues decreased by 47.6% from Ps.411,392 thousand in 2019 to Ps.215,728 thousand in 2020, due primarily to a 52.0% decrease in passenger charges, as a result of a 51.9% decrease in passenger traffic. Non-aeronautical revenues decreased by 31.3% from Ps.67,022 thousand in 2019 to Ps.46,049 thousand in 2020, due primarily to a 55.8% decrease in revenues from car parking, a 38.3% decrease in revenues from car rentals, and a 44.4% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 45.3% from Ps.478,414 thousand in 2019 to Ps.261,777 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.8% from Ps.271.0 in 2019 to Ps.292.1 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Culiacán airport, aeronautical revenues decreased by 41.8% from Ps.617,978 thousand in 2019 to Ps.359,562 thousand in 2020, due primarily to a 43.9% decrease in passenger charges, as a result of a 44.2% decrease in passenger traffic. Non-aeronautical revenues decreased by 22.0% from Ps.66,287 thousand in 2019 to Ps.51,732 thousand in 2020, due primarily to a 54.8% decrease in revenues from car parking, a 14.8% decrease in food and beverage, and a 44.3% decrease in revenues from VIP lounges. The sum of aeronautical and non-aeronautical revenues decreased by 39.9% from Ps.684,265 thousand in 2019 to Ps.411,294 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 5.8% from Ps.272.8 in 2019 to Ps.288.5 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Durango airport, aeronautical revenues decreased by 47.0% from Ps.150,130 thousand in 2019 to Ps.79,515 thousand in 2020, due primarily to a 51.6% decrease in passenger charges, as a result of a 48.5% decrease in passenger traffic. Non-aeronautical revenues decreased by 17.5% from Ps.13,433 thousand in 2019 to Ps.11,083 thousand in 2020, due primarily to a 47.6% decrease in revenues from car parking, a 58.4% decrease in retail operations and a 21.9% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 44.6% from Ps.163,563 thousand in 2019 to Ps.90,598 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.7% from Ps.308.4 in 2019 to Ps.332.1 thousand in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the San Luis Potosí airport, aeronautical revenues decreased by 38.0% from Ps.174,340 thousand in 2019 to Ps.108,045 thousand in 2020, due primarily to a 43.8% decrease in passenger charges, as a result of a 51.9% decrease in passenger traffic. Non-aeronautical revenues decreased by 20.0% from Ps.35,631 thousand in 2019 to Ps.28,508 thousand in 2020, due primarily to a 57.3% decrease in revenues from car parking, a 50.3% decrease in revenues from VIP lounges and a 9.5% decrease in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues decreased by 35.0% from Ps Ps.209,971 thousand in 2019 to Ps.136,553 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 8.7% from Ps.237.3 in 2019 to Ps.258.0 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Tampico airport, aeronautical revenues decreased by 62.3% from Ps.197,161 thousand in 2019 to Ps.74,330 thousand in 2020, due primarily to a 69.5% decrease in passenger charges, as a result of a 63.4% decrease in passenger traffic. Non-aeronautical revenues decreased by 37.9% from Ps.28,056 thousand in 2019 to Ps.17,414 thousand in 2020, due primarily to a 59.0% decrease in revenues from car parking, a 33.2% decrease in revenues from car rentals and a 70.8% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 59.3% from Ps.225,217 thousand in 2019 to Ps.91,744 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 10.8% from Ps.303.0 in 2019 to Ps.335.7 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Torreón airport, aeronautical revenues decreased by 52.9% from Ps.201,446 thousand in 2019 to Ps.94,892 thousand in 2020, due primarily to a 56.7% decrease in passenger charges, as a result of a 54.7% decrease in passenger traffic. Non-aeronautical revenues decreased by 26.4% from Ps.23,683 thousand in 2019 to Ps.17,425 thousand in 2020, due primarily to a 58.7% decrease in revenues from car parking, a 50.8% decrease in retail operations and a 14.9% decrease in revenues from car rentals. The sum of aeronautical and non-aeronautical revenues decreased by 50.1% from Ps.225,129 thousand in 2019 to Ps.112,317 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 9.3% from Ps.312.8 in 2019 to Ps.341.8 thousand in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

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At the Zacatecas airport, aeronautical revenues decreased by 49.6% from Ps.141,500 thousand in 2019 to Ps.71,292 thousand in 2020, due primarily to a 52.1% decrease in passenger charges, as a result of a 51.1% decrease in passenger traffic. Non-aeronautical revenues decreased by 24.6% from Ps.13,945 thousand in 2019 to Ps.10,512 thousand in 2020, due primarily to a 54.0% decrease in revenues from car parking, a 37.1% decrease in retail operations and a 24.4% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 47.4% from Ps.155,445 thousand in 2019 to Ps.81,804 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 7.7% from Ps.325.4 in 2019 to Ps.350.5 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

Border Destinations

At the Ciudad Juárez airport, aeronautical revenues decreased by 47.5% from Ps.380,271 thousand in 2019 to Ps.199,685 thousand in 2020, due primarily to a 49.6% decrease in passenger charges, as a result of a 50.5% decrease in passenger traffic. Non-aeronautical revenues decreased by 32.6% from Ps.55,999 thousand in 2019 to Ps.37,736 thousand in 2020, due primarily to a 44.3% decrease in revenues from car parking, a 46.5% decrease in food and beverage and a 33.4% decrease in car rentals. The sum of aeronautical and non-aeronautical revenues decreased by 45.6% from Ps.436,270 thousand in 2019 to Ps.237,421 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.1% from Ps.265.5 in 2019 to Ps.284.3 in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

At the Reynosa airport, aeronautical revenues decreased by 48.9% from Ps.113,515 thousand in 2019 to Ps.58,010 thousand in 2020, due primarily to a 50.8% decrease in passenger charges, as a result of a 52.3% decrease in passenger traffic. Non-aeronautical revenues decreased by 37.0% from Ps.18,240 thousand in 2019 to Ps.11,500 thousand in 2020, due primarily to a 45.6% decrease in revenues from car parking, a 24.8% decrease in car rentals and a 67.6% decrease in food and beverage. The sum of aeronautical and non-aeronautical revenues decreased by 47.2% from Ps.131,755 thousand in 2019 to Ps.69,510 thousand in 2020. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 10.0% from Ps.271.0 in 2019 to Ps.298.2 thousand in 2020, due to a lower decrease in non-aeronautical revenues than aeronautical revenues, compared to the decrease in passenger traffic.

Hotels

At our Terminal 2 NH Collection Hotel, total revenues decreased by 56.8% from Ps.255,393 thousand in 2019 to Ps.110,299 thousand in 2020, due primarily to a decrease in the annual average occupancy rate from 84.1% in 2019 to 40.2% in 2020. The revenues of the Terminal 2 NH Collection Hotel are dependent on passenger traffic traveling to and from the Mexico City International Airport.

At our Hilton Garden Inn Hotel at the Monterrey airport, total revenues decreased by 68.5% from Ps.103,474 thousand in 2019 to Ps.32,614 thousand in 2020, due primarily to a decrease in the annual average occupancy rate from 77.7% in 2019 to 36.1% in 2020. The revenues of the Hilton Garden Inn Hotel are dependent on passenger traffic traveling to and from the Monterrey international airport.

The full extent of the ongoing impact of COVID-19 on the Company’s longer-term operational and financial performance will depend on future developments, including those outside our control related to the efficacy and speed of vaccination programs in curbing the spread of the virus, the introduction and spread of new variants of the virus, which may be resistant to currently approved vaccines, passenger testing requirements, mask mandates or other restrictions on travel, all of which are highly uncertain and cannot be predicted with certainty. Even where formal advisories and restrictions have been lifted or reduced, the increased spread or resurgence of COVID-19 could result in the reintroduction of or increase in such formal advisories and restrictions. We expect that the COVID-19 pandemic will continue to severely impact the countries and regions where we operate in 2021. On April 6, 2020, we temporarily suspended services of our Hilton Garden Inn Hotel through July 6, 2020 due to low occupancy.

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Industrial Park

At our OMA-VYNMSA Aero Industrial Park, total revenues increased by 34.5% from Ps.41,981 thousand in 2019 to Ps.56,454 thousand in 2020, due primarily to an increase in the number of leased commercial warehouses. An additional warehouse was developed, which construction ended in January 2021. with an area of 4,849 square meters (52,192 square-feet).

Operating Results

Cost of Services

Our cost of services decreased by 19.7% from Ps.954,207 thousand in 2019 to Ps.765,958 thousand in 2020, mainly as a result of our cost cutting initiatives that resulted in a decrease of 30.6% in utilities, mainly as a result of a decrease in electricity consumption of 19,556 thousand KwH, equivalent to a reduction of 32.5%, as compared to 2019, and a 29.6% decrease in maintenance, fees, and others. Additionally, our cost of hotel services declined 64.2% as a result of lower occupancy levels in our hotels during 2020. As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services increased from 12.6% in 2019 to 18.6% in 2020.

Major maintenance provision

Our major maintenance provision increased from Ps.292,324 thousand in 2019 to Ps.392,531 thousand in 2020, due primarily to the recognition of the major maintenance works included in the new Master Development Program for 2021-2025 approved in November 2020.

Administrative Expenses

Our administrative expenses decreased by 4.5% from Ps.542,664 thousand in 2019 to Ps.518,059 thousand in 2020, due primarily to a 12.5% decrease in expenses paid to consultants and other providers of professional services and a 70.8% decrease in travel expenses.

Technical Assistance Fee

Our technical assistance fee, which is paid in U.S. dollars, decreased by 45.9% from Ps.150,108 thousand in 2019 to Ps.81,164 thousand in 2020, as a result of a decrease in EBITDA, which is the base for its calculation.

Concession Tax

Our concession tax decreased by 45.2% from Ps.363,561 thousand in 2019 to Ps.199,202 thousand in 2020, as a result of a decrease in aeronautical and non-aeronautical revenues.

Depreciation and Amortization

Our depreciation and amortization increased 4.8% from Ps.415,252 thousand in 2019 to Ps.435,344 thousand in 2020, due primarily to an increase in the investment to improve our concessions’ assets during 2020.

Income from Operations

On a consolidated basis, our operating income decreased by 64.5% from Ps.4,855,306 thousand in 2019 to Ps.1,721,468 thousand in 2020, due primarily to a 37.1% decrease in total revenue. Our operating margin decreased from 56.9% in 2019 to 32.1% in 2020, and considering only the sum of our aeronautical and non-aeronautical revenues, our operating margin decreased from 64.2% in 2019 to 41.8% in 2020.

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Operating Income by Segment

The figures presented in this section take into account the intercompany transactions described above under “Item 5. Operating and Financial Review and Prospects—Operating Results—Solidarity Fees.” In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.

On an airport-by-airport basis, the principal contributors to our operating income in 2020 were the Monterrey airport (Ps.445,952 thousand), the Culiacán airport (Ps.92,341 thousand), the Mazatlán airport (Ps.63,103 thousand), the Ciudad Juárez airport (Ps.60,241 thousand), the Chihuahua airport (Ps.50,038 thousand), and the San Luis Potosí airport (Ps.36,648 thousand).

Metropolitan Destination

Operating income for the Monterrey airport decreased by 5.8% from Ps.473,615 thousand in 2019 to Ps.445,952 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.2,327,084 thousand in 2019 to Ps.855,891 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Tourist Destinations

Operating income for the Acapulco airport decreased by 59.9% from Ps.53,812 thousand in 2019 to Ps.21,588 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.100,121 thousand in 2019 to Ps.14,580 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Mazatlán airport increased by 19.9% from Ps.52,626 thousand in 2019 to Ps.63,105 thousand in 2020, due primarily to a decrease in operating costs. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.225,406 thousand in 2019 to Ps.105,593 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Zihuatanejo airport decreased by 70.3% from Ps.43,614 thousand in 2019 to Ps.12,960 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.83,124 thousand in 2019 to Ps.14,855 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Regional Destinations

Operating income for the Chihuahua airport decreased by 25.7% from Ps.67,379 thousand in 2019 to Ps.50,038 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.290,026 thousand in 2019 to Ps.82,815 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Culiacán airport decreased by 4.1% from Ps.96,278 thousand in 2019 to Ps.92,341 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.479,985 thousand in 2019 to Ps.175,756 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

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Operating income for the Durango airport decreased by 55.6% from Ps.23,014 thousand in 2019 to Ps.10,220 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.90,542 thousand in 2019 to Ps.24,135 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the San Luis Potosí airport increased by 24.0% from Ps.27,938 thousand in 2019 to Ps.34,648 thousand in 2020, due primarily to a decrease in operating costs. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.107,623 thousand in 2019 to Ps.41,086 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Tampico airport decreased by 68.1% from Ps.31,808 thousand in 2019 to Ps.10,158 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.128,629 thousand in 2019 to Ps.3,441 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Torreón airport decreased by 25.3% from Ps.31,658 thousand in 2019 to Ps.23,660 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.131,350 thousand in 2019 to Ps.33,913 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Zacatecas airport decreased by 33.3% from Ps.31,135 thousand in 2019 to Ps.20,756 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.76,622 thousand in 2019 to Ps.29,349 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Border Destinations

Operating income for the Ciudad Juárez airport decreased by 1.8% from Ps.61,374 thousand in 2019 to Ps.60,242 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.271,070 thousand in 2019 to Ps.102,706 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Operating income for the Reynosa airport decreased by 65.2% from Ps.26,375 thousand in 2019 to Ps.9,171 thousand in 2020, due primarily to a decrease in aeronautical and non-aeronautical revenues. The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps.55,895 thousand in 2019 to Ps.8,135 thousand in 2020, which declined mainly due to an update in the fees’ calculation method and the decrease in aeronautical and non-aeronautical revenues.

Hotels

Operating income for our Terminal 2 NH Collection Hotel decreased from Ps.77,325 thousand in 2019 to an operating loss of Ps.8,609 thousand in 2020 due primarily to a decrease in revenues.

Operating income for our Hilton Garden Inn Hotel decreased from Ps.32,345 thousand in 2019 to an operating loss of Ps.6,918 thousand in 2020 due primarily to a decrease in revenues.

Industrial Park

Operating income for our OMA-VYNMSA Industrial Park increased from Ps.15,622 thousand in 2019 to Ps.24,082 thousand in 2020 which reflected an increase in revenues.

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Exchange Gain (Loss)

We had a net exchange gain in 2020 of Ps.79,522 thousand, as compared to a loss of Ps.50,878 thousand in 2019 due primarily to the depreciation of the Mexican peso in relation to the U.S. dollar on our U.S. dollar cash balances in 2020. The exchange rate used to convert our dollar-denominated liabilities from pesos to U.S. dollars was Ps.19.9087 to U.S.$1.00 as of December 31, 2020 and Ps.18.8727 to U.S.$1.00 as of December 31, 2019. Our cash balance denominated in U.S. dollar was Ps.78,940 thousand on December 31, 2019 and Ps.79,552 thousand on December 31, 2020.

Net Interest Expense

Our net interest expense increased by 50.7% from Ps.204,772 thousand in 2019 to Ps.308,610 thousand in 2020, as a result of higher interest expense due to the unwinding of our major maintenance provision as well as a reduction in interest income due to lower interest rates. During 2020, the annualized interest rates on 28-day short-term Mexican treasury bills, or Certificados de la Tesorería de la Federación, consistently decreased from 7.3% on January 1, 2020 to 4.2% on December 31, 2020, with a yearly average of 5.3%.

Income Taxes

We recorded an income tax expense of Ps.394,501 thousand in 2020, as compared to Ps.1,372,222 thousand in 2019, due primarily to a decrease in revenues and the lower taxable income.

Our current income tax decreased from Ps.1,329,867 thousand in 2019 to Ps.480,232 thousand in 2020 as a result of decreased revenues.

Our effective tax rate was 29.8% in 2019 and 26.4% in 2020. The effective tax rates in 2019 and 2020 differed from the statutory rate of 30%, as a result of the permanent differences related primarily to inflationary effects for tax purposes.

Net Income and Comprehensive Income

Our net income decreased by 66.0% from Ps.3,227,434 thousand in 2019 to Ps.1,097,879 thousand in 2020. Comprehensive income attributable to the controlling interest decreased by 66.2% from Ps.3,210,814 thousand in 2019 to Ps.1,085,231 thousand in 2020. Earnings per share were Ps.2.8038 and earnings per ADS were Ps.22.4304 in 2020.

Liquidity and Capital Resources

Sources of Liquidity

Historically, we covered all of our liquidity needs, including our obligations under the Master Development Programs, with cash flows generated by the operations of our subsidiaries and incurred no significant debt. We modified our strategy to finance our operations and incorporated debt as a means to fund capital investments. In the future, we hope to continue covering our liquidity needs with cash flows generated by the operations of our subsidiaries, with a reduction and control of costs and operational improvements to maximize profitability, and with the incurrence of additional debt to finance expenditures pursuant to our Master Development Program obligations, other capital expenditures and working capital, and make our capital structure more efficient.

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In November 2020, we received approval from the Ministry of Infrastructure, Communications and Transportation, through the AFAC, of the Master Development Program for each of our thirteen airports, corresponding to the 2021-2025 period. Total investments approved amount to Ps.14,514,871 thousand in pesos as of December 31, 2021. As a result, in our opinion, our cash flows from operations are sufficient for our present operating obligations; however, we may, from time to time, have to incur in additional debt to finance our investment expenditures pursuant to our Master Development Program obligations, as well as other strategic investment expenditures. As of the date of this report, we have been able to timely service our debt and other obligations, without having to take advantage of any available payment deferrals, forbearance periods, or other concessions. For a discussion on our Master Development Program obligations, see “Item 4. Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”

Pursuant to our Master Development Programs, in 2022 through 2025, we anticipate investing Ps.12,519,332 thousand as follows:

Expected Investments Under Master Development Programs by Category for 2022 to 2025

	For the Year Ended December 31,
					Total
	2022	2023	2024	2025	2022 - 2025
Terminal capacity expansions and quality projects	897,560	1,493,599	1,665,437	1,658,836	5,715,431
Runways and aprons	343,084	16,206	11,831	10,958	382,079
Machinery and equipment	195,589	182,248	241,630	361,522	980,988
Security, Safety and Information Technology Equipment	540,680	401,690	327,907	156,020	1,426,296
Operational Infrastructure Expansion	1,040,534	229,242	184,025	251,063	1,704,865
Projects to meet ICAO directives	495,269	627,655	416,467	94,022	1,633,413
Other	511,966	71,527	47,311	45,456	676,260
Total	4,024,680	3,022,167	2,894,608	2,577,877	12,519,332

Our committed investments pursuant to our Master Development Programs for 2022 amount to Ps.4,024,680 thousand. Our committed investment for 2022 includes investments for additional capacity and equipment, among others. See “Item 4. Information on the Company—Master Development Programs and Capital Expenditures.”

Cash Flows

Our treasury monitors cash flows on a daily, monthly and annual basis to plan and determine the management, sources and uses of resources, as well as to meet our capital and debt service obligations at all times, and to improve our working capital and capital structure.

As of December 31, 2019, 2020 and 2021, we had Ps.3,429,873 thousand, Ps.2,958,804 thousand and Ps.5,987,164, respectively, of cash and cash equivalents, of which 43.4%, 53.0% and 7.4% respectively, was denominated in U.S. dollars. We invested these resources in financial instruments in accordance with our investment policy.

In 2021, we generated Ps.4,446,844 thousand in cash flows from operating activities of which Ps.5,137,098 thousand was directly from operating activities and was offset mainly by Ps.491,542 thousand of income tax paid, Ps.252,673 thousand of net trade accounts receivable and Ps.203,042 thousand of major maintenance expenses. Our cash flow used in investing activities was Ps.1,794,891 thousand, mainly with respect to investments in our concessions, and our cash flow received from financing activities was Ps.292,269 thousand, mainly from Ps.3,500,000 thousand from issued debt and Ps.2,700,000 thousand from short-term borrowings, both of which were offset by the use of Ps.3,000,000 thousand for the amortization of debt, the use of Ps.1,979,790 thousand for dividend payment and the use of Ps.474,852 thousand for share repurchases. We believe our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our long-term liquidity needs.

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In 2020, we generated Ps.1,303,478 thousand in cash flows from operating activities of which Ps.2,569,574 thousand was directly from operating activities and was offset mainly by Ps.747,867 thousand of income tax paid, Ps.103,704 thousand of major maintenance expenses and Ps.94,229 thousand of net trade accounts receivable. Our cash flow used in investing activities was Ps.1,324,430 thousand, mainly with respect to investments in our concessions, and our cash flow used in financing activities was Ps.528,888 thousand, mainly for payment of Ps.320,866 thousand in dividends and Ps.150,000 thousand in interest.

In 2019, we generated Ps.3,716,524 thousand in cash flows from operating activities of which Ps.5,554,608 thousand was directly from operating activities and was offset mainly by Ps.1,324,834 thousand of income tax paid, Ps.305,133 thousand of major maintenance expenses and Ps.60,949 thousand of net trade accounts receivable. Our cash flow used in investing activities was Ps.952,227 thousand, mainly with respect to investments in our concessions, and our cash flow used in financing activities was Ps.2,246,461 thousand, mainly for payment of Ps.1,598,681 thousand in dividends and Ps.327,309 thousand in interest.

Indebtedness

Short-Term Indebtedness

In December 2021, we obtained short-term loans with Banco Nacional de México, S.A., for Ps.1,000,000 thousand at a variable rate of 28-day TIIE plus 100 basis points, HSBC México, S.A., for Ps.900,000 thousand at a variable rate of 91-day TIIE plus 50 basis points and Banco Santander México, S.A., for Ps.1,000,000 thousand at a variable rate of 28-day TIIE plus an average of 155 basis points, all of which were prepaid on March 31,2022. Proceeds were used to capitalize the group’s subsidiaries, for working capital and to strengthen the company’s liquidity. These loans mature in June 2022.

As of April 22, 2022, we had unused non-committed, lines of credit available for short-term issuances totaling Ps.2,650,000 thousand.

Long-Term Indebtedness

On March 26, 2013, we issued Ps.1,500,000 thousand in 10-year peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered in 2011 (the “2011 Indenture”). Interest payments are made on a semiannual basis at a fixed annual interest rate of 6.47%. The principal amount will be repaid at maturity on March 14, 2023. The Acapulco, Ciudad Juárez, Culiacán, Chihuahua, Mazatlán, Monterrey, Tampico, Torreón and Zihuatanejo airports act as guarantors under these notes. The net proceeds from the placement were used to prepay existing debt and were used to fund committed investments under the Master Development Programs for our 13 airports, as well as for strategic investments. The notes received ratings of mxAA+ by Standard and Poor’s and AA+ (mex) by Fitch Ratings at the moment of the issuance. Currently our long-term debt has a AAA+ (mex) by Fitch Ratings and Baa1/Aaa.mx by Moody’s. The principal covenants and the events of default under the indenture pursuant to which these notes were issued (the “2013 Indenture”) are described below.

Covenants

●We will preserve our legal existence and that of our guarantors and will maintain an ongoing business.

●We will do what is necessary to ensure that our obligations under the notes constitute our direct and unsecured obligations and that they have the same priority of payment, in the case of bankruptcy, as the rest of its direct and unsecured obligations, except for priorities established by the operation of law.

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●In the event of a Change of Control (as defined in the 2013 Indenture), we will be obligated to perform and initiate, through the Mexican Stock Exchange, a public offer to purchase with respect to the notes no more than 15 business days after the occurrence of such Change of Control. We shall offer, and the holders will have the right to accept, the repurchase of the notes in circulation in exchange for a price equal to 101% of the nominal value of the notes plus the interest accrued and not paid through the date of repurchase. Pursuant to an amendment approved by a majority of noteholders on July 28, 2021, a Change of Control will occur if Servicios de Tecnología Aeroportuaria, S.A. de C.V. owns, directly or indirectly, less than 7.65% of our capital stock.

●We cannot merge, divide, dissolve or liquidate, nor can we permit any of our subsidiaries to merge, divide, dissolve or liquidate, except for (i) mergers in which we or the subsidiary, as the case may be, is the surviving company, (ii) mergers in which the entity created by the merger assumes our obligations, (iii) mergers that do not imply a Change in Control or (iv) dissolutions and liquidations of subsidiaries that we consider advantageous in making our corporate structure more efficient and that do not directly result in an event of default.

●We cannot sell, rent or otherwise dispose of Important Assets (as defined in the 2013 Indenture) (including the share capital of any subsidiary), nor permit that our subsidiaries do so, except for (i) sales in the ordinary course of business, (ii) sales of obsolete or discontinued equipment and (iii) sales between subsidiaries or between us and our subsidiaries.

●We cannot incur nor permit our subsidiaries to incur any lien, except (i) if they are permitted liens or (ii) if, concurrently with the creation of any lien, we guarantee our obligations under the notes in the same manner.

Events of Default

●If we do not pay interest within three business days following a payment date.

●If we disclose financial, accounting or legal information to the public that is incorrect or false in any important respect, and such information is not corrected within 15 business days from the date on which any responsible officer had knowledge of such a situation.

●If we or our subsidiaries breach any of the obligations incurred with the issuance of notes, with the understanding that it is considered a breach if the obligations are not remedied within 30 calendar days of the date on which we receive a notification from the common representative of the holders in which the breach of obligation is specified.

●If the terms and conditions of the concessions are modified in such a manner that they limit or negatively and significantly affect the rights that they presently afford to us or to our subsidiaries, or if, for any reason, a governmental authority confiscates, rescues or seizes the installations and operations of an airport operated by us by means of a final and unappealable resolution or if a concession is revoked and terminated by means of a final and unappealable resolution.

●If we or our subsidiaries do not make a payment on a payment date of principal or interest of any important debt or if an event of default is declared with respect to any important debt that obligates us or our subsidiaries to pay an amount greater than U.S.$10.0 million or its equivalent in any other currency before such debt’s scheduled maturity.

●If we or any of our subsidiaries are declared to be in bankruptcy by a final and unappealable resolution or if we or any of our subsidiaries admit in writing to our inability to pay our debts by maturity.

●If any definitive judicial resolution is issued against us or our subsidiaries that, individually or together, with any other definitive judicial resolution exceeds the amount of U.S.$10.0 million or its equivalent in other currencies and said amount was not paid or guaranteed within 30 calendar days.

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●If we reject, question or dispute the validity or enforceability of the notes.

●If we do not begin or perform the repurchase offer when a Change of Control has occurred.

●If on the 30th day business day after the audited annual financial statements are available, the notes are not secured by guarantors that fulfill minimum requirements.

As of the date of this annual report, we were in compliance with these covenants, and no event of default had been triggered. None of our credit or other debt agreements contain financial covenants.

We, through seven of our airports, maintained lines of credit with Private Export Funding Corporation (backed by Ex-Im Bank) for U.S.$20.4 million, pursuant to agreements dated October 15, 2010 and October 14, 2011, valid through December 21, 2021. As of December 31, 2021, the balance of credit was zero. These lines of credit were guaranteed by checked-baggage inspection equipment acquired by the airports. The interest rate was three-month LIBOR plus 125 basis points.

On June 16, 2014, OMA issued Ps.3,000,000 thousand in seven-year notes (certificados bursátiles) at a fixed rate of 6.85% that were registered with the Mexican National Registry of Securities. The purpose of the issuance was to fix interest payments and to extend the maturity profile of debt by prepaying the Ps.1,300,000 thousand in floating-rate notes issued under the 2011 Indenture, and to finance the Master Development Programs and strategic investments. The floating-rate Ps.notes issued under the 2011 Indenture were paid on July 11, 2014. The principal covenants and the events of default under the indenture pursuant to which these notes were issued (the “2014 Indenture”) are substantially similar to those under the 2013 Indenture. On April 19, 2021, the notes issued under the 2014 indenture were paid in full.

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

●As part of the issuance process of the green notes, in March, 2021, OMA created a Green Bond Framework (the “Framework”), in order to meet the commitments therein and finance projects that will deliver environmental benefits to support the Company’s business strategy and vision. Under the Framework, the Company can issue bonds, where proceeds are used to finance eligible green projects, as defined therein. The Framework is in accordance with the International Capital Market Association (“ICMA”) Green Bond Principles (GBP) 2018 and also describes the manner in which a green bond issued by the Company supports and contributes towards meeting the United Nations Sustainable Development Goals.

●The majority of resources from the green bond are focused on renewable energy and energy efficiency projects, particularly on the implementation of solar power throughout our airports, as well as other projects that reduce energy consumption. In order to assure proper implementation, OMA has established a Green Bond Working Group, that is responsible for the review and selection of projects that will qualify as eligible green projects. This group is chaired by the Chief Executive Officer of the Company and meets on a semi-annual basis. Finally, the Company appointed Sustainalytics to provide an external review on the Framework, which issued its opinion on March 16, 2021. Sustainalytics opined that the Framework is credible and impactful and aligns with the four core components of the ICMA Green Bond Principles (GBP) 2018. For more information about the framework and Sustainalytics’ independent party opinion, visit OMA’s Investor Relations website at http://ir.oma.aero.

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

The principal covenants and the events of default under the 2021 Green Variable Rate Notes Indenture and the 2021 Fixed Rate Notes Indenture are described below:

●We will preserve our legal existence and that of our guarantors and will maintain an ongoing business.

●We will do what is necessary to ensure that our obligations under the notes constitute our direct and unsecured obligations and that they have the same priority of payment, in the case of bankruptcy, as the rest of its direct and unsecured obligations, except for priorities established by the operation of law.

●We cannot merge, divide, dissolve or liquidate, nor can we permit any of our guarantors to merge, divide, dissolve or liquidate, except for (i) mergers in which we or the subsidiary, as the case may be, is the surviving company, and (ii) mergers in which the entity created by the merger assumes our obligations.

●We and the guarantors cannot sell or otherwise dispose of assets, except for (i) sales in the ordinary course of business, (ii) sales agreed upon prior to the issuance of the notes, or (iii) sales that would not cause a material adverse effect on the Issuer or the guarantors.

●We cannot incur nor permit our subsidiaries to incur any lien, except (i) if they are permitted liens or (ii) if, concurrently with the creation of any lien, we guarantee our obligations under the notes in at least the same manner.

●We cannot pay dividends if an Event of Default has occurred and is continuing.

Events of Default

●If we do not pay interest within 3 business days following a payment date.

●If we or any guarantor are declared to be in bankruptcy or if we or any of our subsidiaries admit in writing to our inability to pay our debts by maturity.

●If we or any of the guarantors reject, question or dispute the validity or enforceability of the notes.

●If we disclose financial, accounting or legal information to the public that is incorrect or false in any important respect, and such information is not corrected within 10 business days from the date on which any responsible officer had knowledge of such a situation.

●If the terms and conditions of the concessions are modified in such a manner that they limit or negatively and significantly affect the rights that they presently afford to us or to our subsidiaries, or if, for any reason, a governmental authority confiscates, rescues or seizes the installations and operations of an airport operated by us by means of a final and unappealable resolution or if a concession is revoked and terminated by means of a final and unappealable resolution.

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●If we or the guarantors do not make a payment on a payment date of principal or interest of any important debt or if an event of default is declared with respect to any important debt that obligates us or our subsidiaries to pay an amount greater than U.S.$20.0 million or its equivalent in any other currency before such debt’s scheduled maturity.

●If we or the guarantors breach any of the obligations incurred with the issuance of notes, with the understanding that it is considered a breach of the obligations if not remedied within 30 calendar days of the date on which we receive a notification from the common representative of the holders in which the breach of obligation is specified.

●If any definitive judicial resolution is issued against us or the guarantors that, individually or together with any other definitive judicial resolution exceeds the amount of U.S.$20.0 million or its equivalent in other currencies, and said amount was not paid or guaranteed within 30 calendar days.

On March 31, 2022, OMA issued Ps.1,700,000 thousand in five-year sustainability-linked notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered on that date (the “2022 Sustainability-Linked Variable-Rate Notes Indenture”). Interest payments are made every 28 days at a variable annual interest rate of 28-day TIIE plus 14 basis points. The principal amount will be repaid at maturity on March 25, 2027. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to partially prepay the Ps.2,700,000 thousand outstanding on our short-term loans. The notes received ratings of Baa1/Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance.

On March 31, 2022, OMA issued Ps.2,300,000 thousand in seven-year sustainability-linked notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an Indenture into which we entered on that date (the 2022 Sustainability-Linked Fixed-Rate Notes Indenture). Interest payments are made on a semiannual basis at a fixed annual interest rate of 9.35%. The principal amount will be repaid at maturity on March 22, 2029. The Monterrey, Culiacán and Chihuahua airports act as guarantors under these notes. The purpose of the issuance was to partially prepay the Ps.2,700,000 thousand outstanding on our short-term loans., fund our committed investments pursuant to our Master Development Program and for other corporate purposes. The notes received ratings of Baa1/Aaa.mx by Moody’s and AAA(mex) by Fitch Ratings at the moment of the issuance. The principal covenants and the events of default under the indenture pursuant to which these notes (and the 2022 Sustainable-Linked Variable Rate Notes Indenture) were issued are substantially similar to those under the 2021 Indenture.

●As part of the issuance process of the sustainability-linked notes, in March, 2022, OMA created a Sustainability-Linked Framework (the “Sustainability-Linked Framework”), which complements the existing Green Financing Framework and is intended to demonstrate our commitment to sustainability by linking our sustainability performance to our corporate and financial strategy. The Framework is aligned with the ICMA Sustainability-Linked Bond Principles (SLBP) 2020 and also describes the manner in which a sustainability-linked bond issued by the Company supports and contributes towards meeting United Nations Sustainable Development Goals. S&P Global issued a Second Party opinion on OMA’s Sustainability Linked Framework on March 7, 2022. For more information about the framework and S&P Global’s independent party opinion, visit OMA’s Investor Relations website at http://ir.oma.aero.

●We established as Key Performance Indicator (“KPI”) the Scope 1 and 2 in CO₂ equivalent per passenger, which measures the percentage decrease of Kilograms of CO₂ equivalent on a per passenger basis (“KgCO₂e/PAX”), and established as Sustainability Performance Target (“SPT”) the reduction of total scope 1 and 2 emissions measured as KgCO₂e/PAX by 58% by December 31, 2025, as compared to 2018. Compliance of the SPT will be verified by an external verifier, and in the case of non-compliance at the established date, a 25-basis point step-up to the interest rate after the review date will be applied until maturity.

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●In addition, through the Sustainability-Linked Framework, we are committed to obtaining the Airport Carbon Accreditation (“ACA”) Level 2 for the Monterrey, Culiacán, Ciudad Juárez, Chihuahua, and Mazatlán airports by 2025.

As of the date of this annual report, we are in compliance with these covenants, and no event of default has occurred or is continuing.

We did not access revolving lines of credit or raise capital in the public or private markets to address any liquidity needs as a result of the COVID-19 pandemic.

Total Indebtedness

The following table sets forth our total indebtedness at the closing of each of the periods indicated:

As of December 31,	Indebtedness
		(in thousands of pesos)
2019	Ps.	4,543,609
2020	Ps.	4,510,388
2021	Ps.	7,696,622

Derivative Financial Instruments

As of December 31, 2021, we were not party to and did not hold any financial derivative instrument.

Other Restrictions

As of December 31, 2021, restrictions imposed by debt instruments did not have any impact on our ability to fulfill our capital and cash obligations

Principal Treasury Policies and Procedures

The operation of the treasury department is based on various policies, with which we were in compliance as of December 31, 2021. The most significant policies currently in effect are as follows:

●Investments in Financial Instruments. The Company shall invest its cash balance in a secure and diversified portfolio, including investments of varying terms and with multiple financial institutions, in accordance with the following:

●The Company shall invest in instruments with a minimum credit rating of MxAA in Mexico or its equivalent from a recognized rating agency.

●The investment period shall never exceed 180 days.

●No more than 50% of consolidated cash shall be invested in a single financial institution.

●The financial institution with which the investment is made shall be recognized in the Mexican market and registered with the CNBV and shall have had positive earnings for the past three years and a minimum credit rating of MxA in Mexico or its equivalent from a recognized rating agency.

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●Investments in Foreign Financial Instruments. The Company shall invest its cash balance in U.S. dollars in a secure and diversified portfolio, including investments of varying terms and with multiple financial institutions, in accordance with the following:

●Company shall invest in financial institutions recognized by the laws under the regulation of the United States, and by the Federal Reserve (FED), a minimum shareholders’ equity of U.S.$500 million, a minimum unsecured credit rating of A2 (Global rating) by Moody’s or A (global rating) by Standard and Poor’s.

●The Company shall invest in instruments like certificates of deposit, checkbook deposits, checking accounts or money market funds with the highest credit rating from Moody’s or Standard and Poor’s through an investment account of the Foreign Financial Institution Authorized.

●The investment period shall never exceed 90 days.

●Indebtedness. The Company shall comply with any debt restrictions established in its debt agreements or in related parties debt agreements that include any restriction on the Company’s debt level.

●Derivative Financial Instruments. The Company may only invest in derivative financial instruments that are strictly for coverage, with the objective of setting maximum financial costs and established on a national value. The derivative financial investments shall be tested for effectiveness, the type of coverage shall be designated, and calculations of the Value at Risk or its equivalent will be validated with a third party. The counterparty shall have a minimum risk rating of MxAA in Mexico or the equivalent international risk rating from a recognized rating agency.

●Related-Party Transactions. Related-party transactions shall be entered into on market terms in accordance with the opinion of an external expert. Related-party transactions that exceed Ps.1,500 thousand in a single transaction or Ps.10,000 thousand in a series of transactions shall be authorized by the Board of Directors.

●Loans Between Affiliates. Loans between affiliates shall only be vertical (from the holding company to its subsidiaries and from a subsidiary to the holding company) and never horizontal (between subsidiaries). Such loans shall be made at market rates and within the parameters established in annual price and transfer studies.

●Payment to Service Providers. Payment to service providers shall be made within 30 calendar days after the date of receipt of the bill; provided that there may be special cases in which this period is shortened or lengthened.

●Share Repurchase. The Company carries out repurchases of its shares in compliance with various policies, including, but not limited to: (i) being up-to-date on payment of cumulative dividends for Series BB shares, (ii) being up-to-date on payment of obligations derived from debt instruments registered with the Mexican National Registry of Securities, (iii) purchasing shares at market price, except with regard to public offerings or auctions authorized by the CNBV and (iv) ensuring that there are no relevant events that have not been disclosed to the investing public.

Capital Management Policy

We have developed a Capital Management Policy aimed at reaching and maintaining a solid capital base, which allows us to achieve our growth objectives, comply with our investment commitments and provide confidence to our stakeholders. Based on such policy, we seek to:

●Reduce our weighted average cost of capital by pursuing an optimal combination of debt and equity.

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●Maintain a credit rating of at least AA- on national scale or its equivalent.

●Maintain adequate and sufficient liquidity levels that allow us to comply with our operating and investments needs.

Our Board of Directors, with prior recommendation of the Audit Committee will review and approve any transaction that (i) modifies our capital structure or the capital structure of any of our subsidiaries and (ii) that is outside the normal course of operations. Additionally, our Board of Directors, with prior recommendation of the Audit Committee, will review and approve any of the following transactions (whether carried out simultaneously or successively), which are intended to be executed by us or any of our subsidiaries within a fiscal year and their amount results, based on consolidated financial information of the previous quarter, in any of the following:

● Execution of guarantees or assumption of liabilities, either through direct credits, financial leases, bonds, obligations or other trading securities, for an amount equal or greater to 5% of our consolidated total assets, or U.S. $40,000 thousand.

● As a result of the transactions, the net debt to Adjusted EBITDA (EBITDA less construction revenue plus construction expense and major maintenance provision) ratio, calculated using the added amount of the last twelve months, exceeds 3.0 times.

Principal Uses of Capital

Resources

Our capital resources are mainly used to comply with the Master Development Programs (which include capital expenditures, major maintenance and other expenditures) and to invest in other capital expenditures necessary to accommodate the growth of our business.

The following table details our actual expenditures made during 2019, 2020 and 2021 and their classification in our consolidated financial statements for such periods:

	For the Year Ended December 31,
	2019	2020	2021
	(in thousands of pesos)
Capital expenditures pursuant to master development programs	954,834	1,253,869	1,788,903
Other capital expenditures	94,090	147,614	121,638
Total capital expenditures	1,048,924	1,401,483	1,910,541
Expenditures made for major maintenance(1)	305,133	103,704	203,042
Other expenditures pursuant to master development programs	4,526	1,050	3,595
Expenditures pursuant to master development programs and other capital expenditures(2)	1,358,584	1,506,237	2,117,178

(1) Amounts represent cash outlays for major maintenance, which are provisioned in our major maintenance provision.

(2) The amounts disclosed in this table refer to increases in our investments in capital assets and represent both actual cash expenditures and capital additions, which are included in our accounts payable as of the end of each period, as the cash required for the capital additions has not yet been expended.

In 2021, we spent Ps.1,910,541 thousand on capital expenditures, principally in connection with works to improve our terminal and operating infrastructure. In 2020, we spent Ps.1,401,483 thousand on capital expenditures, principally in connection with works to improve our terminals and operating infrastructure. In 2019, we spent Ps.1,048,924 thousand on capital expenditures, principally in connection with works to improve our terminals. We believe our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our short and long-term liquidity needs.

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We currently intend to fund our commitments pursuant to the Master development programs, other capital expenditures and working capital required by our business operations through cash flows generated from our operations and through the issuance of additional debt as deemed necessary by our management to comply with our obligations under the Master Development Programs. For a discussion on our Master Development Program obligations, see “Item 4. Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”

Share Repurchase Program

On April 21, 2019, our shareholders authorized the use of an amount of up to Ps.1,500 million for repurchases of Series B shares until the next annual shareholders’ meeting approved the 2019 results. On July 7, 2020, our shareholders authorized an increase of the share purchase reserve to Ps.1,500 million and the use up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approved the 2020 results. On April 21, 2021, our shareholders authorized the use of an amount of up to Ps.1,500 million for the repurchase of Series B shares until the next annual shareholders’ meeting approved the 2021 results. On April 22, 2022, our shareholders authorized an increase of the share purchase reserve to Ps.1,500 million and the use of up to such amount for the repurchase of Series B shares until the next annual shareholders’ meeting approves the 2022 results.

Our share repurchase program started in October 2007. The operation of our share repurchase program generates cash inflow and cash outflow depending on the nature of the transaction (buying or selling). For the year ended December 31, 2019 the share repurchase program generated a cash outflow of Ps.244,201, for the year ended December 31, 2020 the share repurchase program resulted in a cash outflow of Ps.150,000 thousand, and for the year ended December 31, 2021, the share repurchase program resulted in a cash outflow of Ps.474,852 thousand. On December 31, 2019, 2020, and 2021 the number of repurchased shares in treasury amounted to 2,145,651, 0 and 3,942,131 respectively. At the Extraordinary Shareholders’ Meeting held on July 7, 2020, the shareholders approved the cancellation of 3,659,417 repurchased shares held in treasury.

Critical Accounting Policies

See Note 4 to our consolidated financial statements for a description of our significant accounting policies.

Item 6.          Directors, Senior Management and Employees

Directors

Our Board of Directors is responsible for the management of our business. Pursuant to our bylaws, our Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members. Our Board of Directors currently consists of 11 directors, each of whom is elected or re-elected at the annual shareholders’ meeting. Under the Mexican Securities Law (Ley del Mercado de Valores) and our bylaws, at least 25% of our directors must be independent.

Our bylaws provide that (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the Participation Agreement and the Technical Assistance Agreement, and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock).

At the shareholders’ meeting held on April 29, 2019, our shareholders approved the designation of Bernardo Casas Godoy as member of the Board of Directors, replacing Pablo García Aguilar. All other members of the Board of Directors were re-elected. At the same shareholders’ meeting our shareholders approved that all members of the Board of Directors, Committee Presidents and the Secretary of the Board of Directors were to stay in place until the next shareholders’ meeting conveyed to approve the results for the year ended on December 31, 2019.

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At the shareholders’ meeting held on July 7, 2020, our shareholders approved the Annual Report for 2019 prepared by the Chief Executive Officer and the Audited Consolidated and Non-Consolidated Financial Statements for the year ended 2019; the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; the appointment of Alejandro Ortega Aguayo and Federico Patiño Márquez as independent members of the Board of Directors, replacing Alberto Felipe Mulás Alonso and Felipe Duarte Olvera; the appointment of Ricardo Maldonado Yáñez as president of the Corporate Practices, Finance; Planning and Sustainability Committee; the re-election of all other members of the Board of Directors; the application of results of the Company, as well as an increase in the share repurchase reserve to Ps.1,500 million and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approved the 2020 results. On that same date, the shareholders held an extraordinary meeting approving the cancelation of 3,659,417 Series B shares repurchased held in treasury. As a result, outstanding shares amount to 390,111,556.

At the shareholders’ meeting held on April 21, 2021, our shareholders approved the Annual Report for 2020 prepared by the Chief Executive Officer and the Audited Consolidated and Non-Consolidated Financial Statements for the year ended 2020; the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; the reelection of the members of the Board of Directors and its Committees; the application of results of the Company, as well as Ps.1,500 million for the share repurchase reserve and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approved the 2021 results.

At the shareholders’ meeting held on April 22, 2022, our shareholders approved the Annual Report for 2021 prepared by the Chief Executive Officer and the Audited Consolidated and Non-Consolidated Financial Statements for the year ended 2021; the Reports of the Presidents of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee; the reelection of the members of the Board of Directors and its Committees; the application of results of the Company, as well as Ps.1,500 million for the share repurchase reserve and the use of up to such amount to repurchase Series B shares until the next annual shareholders’ meeting approves the 2022 results.

The following table lists the members of the Board of Directors effective on April 22, 2022, confirmed at the shareholders’ meeting held on April 22, 2022 along with their titles, dates of appointment and ages:

Name	Title	Director Since	Age
Diego Quintana Kawage*	Chairman and Director	April 14, 2011	51
Guadalupe Phillips Margain*	Director	February 24, 2017	52
Rodrigo Antonio Quintana Kawage*	Director	February 24, 2017	44
Christian Whamond	Director	April 23, 2018	49
Bernardo Casas Godoy	Director	April 29, 2019	57
Próspero Antonio Ortega Castro	Director	February 24, 2017	51
Ricardo Maldonado Yáñez	Independent Director	April 14, 2016	55
Martin Werner Wainfeld	Independent Director	April 23, 2018	58
Luis Solórzano Aizpuru	Independent Director	April 23, 2018	50
Alejandro Ortega Aguayo	Independent Director	July 7, 2020	51
Federico Patiño Márquez	Independent Director	July 7, 2020	68

*    Appointed by SETA

Diego Quintana Kawage. Mr. Diego Quintana Kawage has been a member of our Board of Directors since April 2011 and has been its Chairman since April 16, 2013. He was a member of the Board of Directors of Empresas ICA from 2008 to 2016. He joined Empresas ICA in 1995 in the Project Finance Area where he worked until the year 2000. He served as General Director of ViveICA, S.A. de C.V., Empresas ICA’s homebuilding company, from 2004 to 2009 and as Finance Director of ViveICA, S.A. de C.V., from 2000 to 2003. He holds an economics degree from the Universidad Anáhuac and has a Master’s of Science in management from Stanford University.

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Guadalupe Phillips Margain. Ms. Guadalupe Phillips Margain has been the Chief Executive Officer of ICA Tenedora, S.A. de C.V. and is a member of its board of directors. Previously, she worked as Chief Executive Officer and Chief Restructuring Officer of Empresas ICA, S.A.B. de C.V., as well as Vice President of Finance and Risk Management for Grupo Televisa among other positions. She is a member of the boards of directors of Innova, Grupo AXO. She is also an alternate member of the board of directors of Grupo Financiero Banorte and proprietary member of the board of directors of Grupo Televisa and Volaris. Ms. Phillips holds a law degree from the Instituto Tecnológico Autónomo de México and an M.A. and Ph.D. from the Fletcher School at Tufts University.

Rodrigo Antonio Quintana Kawage. Until 2020, Mr. Rodrigo Antonio Quintana Kawage was an executive at Grupo ICA for eleven years serving in various leadership positions, including as its General Counsel and as its Chief Financial Officer. He is currently in private practice and serving on ICA’s Board of Directors. He previously worked as a legal intern at Banco de México, Mexico’s central bank, and as an associate in the finance practice of Mayer Brown, a global law firm, in its Chicago and New York offices. Mr. Quintana holds law degrees from the Instituto Tecnológico Autónomo de México in Mexico City and from the University of Chicago Law School. He is the brother of Mr. Diego Quintana, the Chairman of OMA’s Board.

Christian Whamond. Mr. Christian Whamond has been Portfolio Manager and Director of Corporate Credit at Fintech Advisory Inc. since joining the firm in 2012. He is responsible for directing and managing investments in corporate fixed income and equities. Prior to joining Fintech, Mr. Whamond worked at BTG Pactual where he had responsibility for managing and trading a portfolio of Latin American fixed income corporate credits. He joined BTG Pactual from James Caird Asset Management, a principal investment firm spun-off from Moore Capital where, as Emerging Markets Portfolio Strategist, he co-managed a portfolio of Emerging Markets sovereign and corporate credits. Mr. Whamond worked from 2007 to 2008 for Lehman Brothers’ Global Principal Strategies group (later renamed R3) where he helped manage the Emerging Markets credit portfolio. Prior to this, Mr. Whamond worked at JPMorgan, where he started his career in the Investment Bank in 1996 as a financial analyst and investment banker covering clients from the Buenos Aires office. He was later a Vice President in JPMorgan’s Latin American Mergers and Acquisitions group in New York and afterwards joined the Latin American Sales and Trading group, where he was responsible for trading and positioning complex Latin American corporate credits. Mr. Whamond holds an Industrial Engineering degree from the Instituto Tecnológico de Buenos Aires in Argentina.

Bernardo Casas Godoy. Mr. Bernardo Casas Godoy joined Grupo ICA in 1990 as a lawyer in the legal-fiscal department. He also participated as Legal Director in several business units of ICA, including the areas of contracts, financial matters, corporate, housing and urban construction. Currently, Mr. Casas is General Counsel and responsible for the Corporate Fiscal and Capital Control Direction. Mr. Casas holds a law degree from Universidad Panamericana and has obtained certifications in Tax Law, Civil Law and Amparo from the same institution. He also attended an executive program at the Instituto Panamericano de Alta Dirección de Empresas (IPADE) in Mexico City.

Próspero Antonio Ortega Castro. Mr. Prospero Antonio Ortega Castro has been the Director of Administration and Finance of Grupo ICA since 2015. Previously, he held positions in a number of Grupo ICA’s business units. Prior to joining Grupo ICA in 1995, Mr. Ortega worked as an auditor at Price Waterhouse. Mr. Ortega holds a degree in Finance and Accounting from the Universidad de las Americas in Puebla and a Master’s degree in Administration from the Instituto Tecnológico de Estudios Superiores de Monterrey. He also attended an executive program at the Instituto Panamericano de Alta Direccion de Empresas (IPADE) in Mexico City.

Ricardo Maldonado Yáñez. Mr. Ricardo Maldonado Yáñez is a partner at the law firm Mijares, Angoitia, Cortés y Fuentes,S.C. He has over 25 years of experience providing advice to Mexican and foreign companies on domestic and cross-border merger and acquisition transactions, joint ventures and strategic alliances. He also represents issuers and financial institutions in public and private debt and equity offerings, and advises clients in the negotiation, structuring and drafting of all types of financings and in infrastructure projects. Mr. Maldonado also focuses part of his practice to Corporate Governance matters advising family-owned and publicly listed companies. Mr. Maldonado serves as member of the board of Controladora Vuela Compañía de Aviación (Volaris) and ICA Tenedora. Mr. Maldonado holds a law degree from the Universidad Nacional Autónoma de México (UNAM) and an LLM from the University of Chicago Law School. Mr. Maldonado is a member of the National Association of Corporate Directors (NACD) and of the International Corporate Governance Network (ICGN).

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Martin Werner Wainfeld. Dr. Martin Werner Wainfeld is the founding partner of DD3 Capital Partners, an investment and advisory firm based in Mexico City. Dr. Werner was co-head of the Investment Bank for Latin America and Director General of Goldman Sachs in Mexico from 2000 to 2016. Previously, he was Undersecretary of Finance in Mexico for the period 1997-1999. He was in charge of the restructuring of Mexico’s external public debt after the 1994-1995 financial crisis. Dr. Werner has 16 years’ experience in investment banking and participated in more than ninety merger and acquisition and financing transactions. He is a member of the Board of Directors of Betterware and until March 29, 2021 he was member of the Board of Directors of Grupo Comercial Chedraui. He is a member of the Advisory Board of the Yale University Business School. Dr. Werner holds an economics degree from the Instituto Tecnológico Autónomo de México (ITAM) and a Ph.D. in economics from Yale University.

Luis Solórzano Aizpuru. Mr. Solorzano is Chief Executive Officer and Founding Partner of Acamar Partners. Mr. Solorzano has over 20 years of investment experience across various sectors. Mr. Solorzano has served on the boards of various public and private companies, including CarLotz, Inc., Acamar Partners Acquisition Corp II, Grupo Aeroportuario del Centro Norte, Acamar Partners Acquisition Corp I, Dufry, Latin American Airport Holdings, Aerodom, InverCap Holdings, and Viakem. Mr. Solorzano began his career with BankBoston Capital, where he spent 4 years making private equity investments and corporate loans across Latin America. In 2001, Mr. Solorzano joined Advent International becoming a partner and Managing Director in 2008. He served as Chairman of the Latin America’s Investment Committee from 2013 to 2017. During his tenure at Advent, Mr. Solorzano participated in various investments and management activities encompassing various of Advent’s private equity funds. He was a key executive involved in the raising of three funds for a cumulative U.S.$5 billion, and he played a leading role in 15 investment transactions in various sectors, including retail and consumer, financial services, industrials, information technology and infrastructure. Mr. Solorzano also played a significant role in supporting portfolio companies in the design and implementation of various strategic, operating and financial value creation initiatives. Mr. Solorzano served as Chief Executive Officer and director of Acamar Partners Acquisition Corp I from its inception in November 2018 until the successful completion of its business combination with CarLotz, Inc., a leading consignment-to-retail used vehicle marketplace. Mr. Solorzano graduated with a degree in Economics (cum laude) from the Instituto Tecnológico Autónomo de Mexico (ITAM) and an MBA from Harvard Business School.

Alejandro Ortega Aguayo. Mr. Alejandro Ortega obtained his bachelor’s degree in law from the Instituto Tecnológico Autónomo de México. He later obtained his master’s degree in business administration at Harvard Business School. In 1991 he joined the law firm Barrera, Siqueiros y Torres Landa, S.C. (currently Hogan Lovells). In 1997, he joined the Investment Banking firm of Donaldson Lufkin & Jenrette in New York City. In 2002 he returned to Mexico City as Vice President of UBS Investment Bank. He acted as head of Investment Banking in Mexico for UBS until 2011, when he joined Morgan Stanley as head of Investment Banking for Mexico, where he gained significant experience in industries such as infrastructure, energy & electricity, financial institutions, real estate, healthcare, and media and telecommunications. As of September 2021, he worked as a strategic client advisor for Credit Suisse Wealth Management Mexico, and he also serves as independent board member for several companies in Mexico.

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Federico Patiño Márquez. Mr. Patiño has more than 30 years of experience in the financial sector. From 2015 to 2018 he was Chief Executive Officer of Grupo Aeroportuario de la Ciudad de Mexico S.A de C.V. (GACM) and previously served as Chief Financial Officer of GACM since 2014. During this period, he was responsible for the financing of the New Airport project and the “Terminal 2” of Mexico City’s International Airport. From 1980 to 2008, he worked at Nacional Financiera, S. N. C., Institución de Banca de Desarrollo (NAFIN), where he held several positions including, among others, General Director of Credit, General Director of Treasury, General Director of Development and General Director of Investment Banking. He was responsible for the creation of Corporación Mexicana de Inversiones de Capital (CMIC), a private equity fund created in 2006, by the Mexican development bank. CMIC invests in private equity funds that fund Mexican companies. Federico also was the founder of Fondo Nacional de Infraestructura (FONADIN) at Banco Nacional de Obras y Servicios Públicos, S.N.C. (BANOBRAS).

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Executive Officers

Pursuant to our bylaws, the holders of Series BB shares are entitled to nominate and propose the removal of our chief executive officer and to appoint and remove our chief financial officer, our chief operating officer and our commercial director. The Series BB Directors are also entitled to appoint half of our executive officers, which appointment must be made in accordance with the Technical Assistance Agreement and the guidelines approved by our Board of Directors.

The following table lists our executive officers, their current position and their date of appointment as an executive officer. On April 3, 2018, we appointed Ruffo Pérez Pliego as Chief Financial Officer. On April 26, 2018, we appointed Enrique Navarro Manjarrez as Director for Airport Operations. On June 1, 2018, we appointed Adriana Díaz Galindo as General Counsel, and on June 12, 2018, we appointed Enrique Chacón Tinajero as Director for Infrastructure and Maintenance. On November 12, 2018, we appointed Ricardo Dueñas as Chief Executive Officer.

Name	Current Position	Executive Officer Since(1)	Age
Ricardo Dueñas Espriu	Chief Executive Officer	November 12, 2018	42
Ruffo Pérez Pliego del Castillo	Chief Financial Officer	April 3, 2018	46
Adriana Díaz Galindo	General Counsel	June 1, 2018	52
Enrique Navarro Manjarrez	Airports Operations Director	April 26, 2018	63
E. Héctor H. Cortés	Commercial Director	October 7, 2015	53
Enrique Chacón Tinajero	Infrastructure and Maintenance Director	June 12, 2018	49

(1) Date appointed.

Ricardo Dueñas Espriu has served as our Chief Executive Officer since November 2018. Prior to joining us, Mr. Dueñas served in various capacities in the airport and infrastructure sectors, including as Chief Financial Officer of Grupo Aeroportuario de la Ciudad de México and as an advisor in infrastructure projects at the Ministry of Communications and Transportation. As Chief Financial Officer of Grupo Aeroportuario de la Ciudad de México, he was responsible for securing more than eight billion U.S. dollars in financing. Previously, he worked for JP Morgan’s Investment Banking Division in London focusing on emerging markets. Prior to that, he worked as an analyst for economic research at the Central Bank of Mexico. He has also worked as a hedge fund analyst based in New York, as an advisor to the Mexican Delegation to the OECD in Paris and as a part-time lecturer at Instituto Tecnológico Autónomo de México (ITAM). In 2004, he received the IMEF National Prize of Economics. He has also been a board member in several companies in the transportation sector. Mr. Dueñas Espriu holds an economics degree, cum laude, from ITAM, a Master’s in Business Administration from Harvard Business School and a Master’s in Public Administration from Harvard Kennedy School.

Ruffo Pérez Pliego del Castillo has served as our Chief Financial Officer since April 3, 2018. Mr. Pérez Pliego has more than 20 years of experience in the areas of corporate finance, debt and equity placements, and mergers and acquisitions. Prior to joining us, Mr. Pérez Pliego served as Chief Financial Officer and Chief Executive Officer of Latin American Airports Holdings Ltd., which, during his tenure, owned Aerodom, a concessionaire of six airports in the Dominican Republic, and Inmobiliaria Fumisa, which leased substantially all the commercial spaces in the international wing of Terminal 1 of the Mexico City International Airport. Previously, Mr. Pérez Pliego worked for nine years in the investment banking division of Credit Suisse. Mr. Pérez Pliego holds a B.A. from Instituto Tecnológico Autónomo de México (ITAM) and a Master’s in Business Administration from Harvard Business School.

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Adriana Díaz Galindo has served as our General Counsel since June 2018. Prior to joining us, Ms. Díaz Galindo was Legal Director of Finance and Administration at Grupo Televisa and Legal Director for Interprotección, Agente de Seguros y de Fianzas, S.A. de C.V., among other positions. Ms. Díaz Galindo has a law degree from the Universidad Iberoamericana and has obtained certifications in Corporate Law, Tax Law and Foreign Trade from the Instituto Tecnológico Autónomo de México (ITAM) in Mexico City.

Enrique Navarro Manjarrez has served the Company since May 2004. Prior to his appointment as Director of Airport Operations, Mr. Navarro Manjarrez served as Director of the Monterrey airport since 2013. Previously, he was the Administrator of the airports in Ciudad Juárez and Mazatlán. Prior to joining OMA, Mr. Navarro Manjarrez was promotions manager for Casa de Bolsa Probursa, Director of Investments and Projects for Grupo Chihuahua, Regional Administrator for Tax Audit in the Secretariat of Finance and Public Credit, and Director of Economic Studies for the government of the state of Nuevo León. He holds a Bachelor’s degree in economics from the Universidad Anáhuac, a Master’s in Economic Development and Corporate Finance from Boston University, and has completed studies for a doctorate in business administration at the Swiss Management Center University. In addition, he has taken courses in airport management and development offered by Aéroports de Paris and has a diploma in senior management from the IPADE business school. He has taught courses at the Universidad Anáhuac, the Instituto Tecnológico y de Estudios Superiores de Monterrey and the Universidad de Monterrey.

Eliseo Héctor Hugo Cortés has served as Chief Commercial Officer since March 2017. He served as Real Estate and New Businesses Director from October 2015 to March 2017. He joined us in 2001 after being part of the team that participated in the bidding process for the privatization of our airports, from the buyers’ side. Within our company he has held various positions. From 2007 through 2015 he acted as Manager of the Culiacán airport, from 2004 to 2006 he was Manager of the Tampico airport and from 2001 to 2003 he was Diversification Manager. Prior to joining us, he participated in the development of special projects for Grupo ICA between 1999 and 2000. He has experience in the maritime port sector through his involvement in the start-up and operation of ICAVE, a specialized container terminal under concession, between 1995 and 1997, and between 1989 and 1994 he participated on a part-time basis at Puertos Mexicanos, a unit of the Ministry of Infrastructure, Communications and Transportation. He holds a Bachelor of Science in Civil Engineering from the Universidad Nacional Autónoma de México (UNAM) and a Master’s Degree in Project Management from the University of British Columbia. He holds a diploma in advanced business and management by the Instituto Panamericano de Alta Dirección de Empresa (IPADE) Business School, and in management by the Universidad de las Américas. He holds a post graduate degree in Airports Engineering and Operations from the Instituto Politécnico Nacional and attended different Airports Management and Development courses offered by Aéroports de Paris. He has completed a variety of specialized courses in airports operations, security, safety, maintenance and development. He is a member of the American Association of Airport Executives.

Enrique Chacón Tinajero has served as our Infrastructure and Maintenance Director since June 2018. Prior to joining the Company, Mr. Chacón Tinajero was director of urban construction projects at Grupo ICA from 2011 to 2018. With more than 20 years of experience in the design, construction, and management of infrastructure, Mr. Chacón Tinajero began his professional career in 1998 at ICA, holding positions in the International and Urban Construction divisions. He is a civil engineering graduate of the Universidad Autónoma de Chihuahua and has taken courses for a Masters in Construction Management at the Universidad Iberoamericana. In addition, he is certified by the American Concrete Institute as a Supervising Inspector for concrete works and has taken numerous specialized courses in the construction field.

The business address of our directors and executive officers is our principal executive headquarters.

Compensation of Directors and Executive Officers

For 2021, the aggregate compensation earned by our 21 officers (including executive officers and airport administrators) was Ps.70,048 thousand.

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None of our directors or executive officers are entitled to benefits upon termination under their service contracts with us, except for what they are entitled to receive upon termination pursuant to Mexican Federal Labor Law. Additionally, we have not made personal loans to our directors or executive officers and do not have a stock option plan or any equivalent plan.

During 2021, we terminated the defined contribution plan for employees in our subsidiary Servicios Aero Especializados del Centro Norte, S.A. de C.V. and for each of our airport administrators. Our total contributions to these plans amounted to Ps.725 thousand, Ps.894 thousand, and Ps.967 thousand, in 2021, 2020 and 2019, respectively.

Board of Directors’ Supporting Committees

The Mexican Securities Law and our bylaws provide that the Board of Directors may receive assistance from one or more Special Committees created directly by the Board of Directors or by the chief executive officer in order to carry out the functions that the Mexican Securities Law and our bylaws assign to the Board of Directors with respect to audit and corporate practices.

Considering the importance and breadth of the matters overseen by our Special Committee, at the recommendation of our Board of Directors, at our general shareholders’ meeting held on April 16, 2013, the establishment of two committees was approved: an Audit Committee and a Corporate Practices, Finance, Planning and Sustainability Committee. The committees provide relevant support to the Board of Directors so that the Board of Directors may make necessary decisions.

Our bylaws provide that the Committee or Committees responsible for the Audit and Corporate Practices functions will consist exclusively of Independent Directors and that a minimum of three members shall be appointed by the Board of Directors based on a recommendation from the Chairman of the Board of Directors. Holders of the Series BB shares have the right to propose the appointment of at least one member.

The Chairman of the Board of Directors will propose at each shareholders’ meeting one of the Independent Directors as a Chairman of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, and such candidate should fulfill the requirements of independence, experience, abilities and professional prestige in accordance with Articles 25, 26 and 43 of the Mexican Securities Law.

If we are controlled by a shareholder or group of shareholders representing 50% or more of our capital stock, the committee that conducts the Corporate Practices functions will be formed by a majority of Independent Directors.

Audit Committee

The Audit Committee, which is responsible for the Audit Functions and consists exclusively of Independent Directors, has the following responsibilities: (i) selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor, (ii) supervising our external auditors and analyzing their reports, (iii) analyzing and supervising the preparation of our financial statements, (iv) informing the board of our internal controls and their adequacy, (v) requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law, (vi) informing the Board of Directors of any irregularities that it may encounter, (vii) receiving and analyzing recommendations and observations made by the shareholders, members of the Board of Directors, executive officers, our external auditors or any third party and taking the necessary actions, (viii) calling shareholders’ meetings, (ix) overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors and (x) providing an annual report to the Board of Directors.

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The Chairman of the Audit Committee shall present an annual report to our Board of Directors with respect to the findings of the Audit Committee, which shall include (i) the status of the internal controls and internal audits and any deviations therefrom and deficiencies thereof, taking into consideration the reports of external auditors and independent experts, (ii) the results of any preventive and corrective measures taken based on results of investigations in respect of non-compliance of operating and accounting policies, (iii) the evaluation of external auditors, (iv) the main results from the review of our financial statements and those of our subsidiaries, (v) the description and effects of changes to accounting policies, (vi) the measures adopted as result of observations of shareholders, directors, executive officers and third parties relating to accounting, internal controls and internal or external audits and (vii) compliance of shareholders’ and directors’ resolutions.

The current members of the Audit Committee are Martin Werner Wainfeld, Federico Patiño Márquez and Alejandro Ortega Aguayo.

Corporate Practices, Finance, Planning and Sustainability Committee

The Corporate Practices, Finance, Planning and Sustainability Committee, which is responsible for the Corporate Practices, Finance, Planning and Sustainability Functions, has the following responsibilities: (i) providing opinions to our Board of Directors; (ii) requesting and obtaining opinions from independent experts; (iii) calling shareholders’ meetings; (iv) assisting the board in the preparation of annual reports and other reporting obligations; (v) analyzing the general principles for the determination of the strategic plan of the Company and the observance of such plan; (vi) evaluating and opining on the investment and financing policies of the Company that the chief executive officer proposes; (vii) opining on the premises of the annual budget and the following of its application, such as its control system; (viii) analyzing and evaluating the risks factors of the Company, such as the mechanisms for its control; (ix) evaluating whether the investment and financing policies are consistent with the strategic plan of the Company; and (x) evaluating whether the financing projects are consistent with the strategic plan of the Company.

The Chairman of the Corporate Practices, Finance, Planning and Sustainability Committee shall prepare an annual report to our Board of Directors with respect to the findings of this Committee, which shall include (i) observations with respect to relevant directors and officers, (ii) the transactions entered into with related parties, (iii) the remunerations paid to directors and officers and (iv) any permissions granted for a director or officer to take advantage of a business opportunity.

The current members of the Corporate Practices, Finance, Planning and Sustainability Committee are Ricardo Maldonado Yáñez, Luis Solorzano Aizpuru and Alejandro Ortega Aguayo.

Employees

As of December 31, 2021, we had approximately 1,182 employees. The total number of employees increased by 17% in 2021, due primarily to the organizational restructuring we undertook as a result of changes in labor regulation in Mexico. As of December 31, 2021, approximately 46.7% of our employees were unionized.

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The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each period indicated:

	As of December 31,
	2019	2020	2021
Categories of activity:
Airport operations	541	459	627
Airport maintenance	175	148	143
Administration	260	262	275
Hotel services(1)	184	134	137
Geographic location:
Acapulco	78	64	71
Ciudad Juárez	52	45	52
Culiacán	60	54	62
Chihuahua	55	51	71
Durango	44	37	41
Mazatlán	61	57	65
Monterrey	197	169	252
Reynosa	44	37	43
San Luis Potosí	48	43	53
Tampico	55	47	50
Torreón	46	38	43
Zacatecas	46	43	45
Zihuatanejo	46	39	42
Corporate offices	144	145	155
Hotel services(1)	184	134	137
Total(2)	1,160	1,003	1,182

(1) Until 2020, each person was employed by our subsidiaries Servicios Corporativos Terminal 2, S.A. de C.V. and Servicios Hoteleros Aeropuerto Monterrey, S.A. de C.V., providing services for the operation and administration of the Terminal 2 NH Collection Hotel and the Hilton Garden Inn Hotel, respectively. In 2021, each employee of each hotel previously hired by these companies was incorporated as an employee of each of the corresponding hotels. The human capital management for these employees is directly led by NH Hoteles SA, a Spanish company, and Grupo Hotelero Santa Fe, respectively.

(2) As of December 31, 2019 and 2020, includes 363 and 357 persons, respectively, employed by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., and 25 and 25 persons, respectively, employed by Servicios Aero Especializados del Centro Norte, S.A. de C.V., our administrative services subsidiaries. As of December 31, 2021, we incorporated 180 employees to our subsidiaries (Servicios Aeroportuarios del Centro Norte S.A. de C.V. , Servicios Complementarios del Centro Norte S.A de C.V. and OMA Logística S.A. de C.V.). Each one of the airport administrators previously hired by Servicios Aero Especializados del Centro Norte, S.A. de C.V. was incorporated as an employee of each of the corresponding airport operators.

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All of our unionized employees, who are employed by our airport subsidiaries, are members of local chapters of the Mexican National Union of Airport and Auxiliary Services Workers (Sindicato Nacional de Trabajadores de la Industria Aeroportuaria y Servicios Similares y Conexos de la República Mexicana), an organization formed in 1998 whose members include employees of the Mexican Airport and Auxiliary Services Agency as well as of the three other airport groups (the Southeast Group (Grupo Aeroportuario del Sureste, S.A.B. de C.V.), the Mexico City Group (Grupo Aeroportuario de la Ciudad de México, S.A. de C.V.) and the Pacific Group (Grupo Aeroportuario del Pacífico, S.A.B. de C.V.)) operating in Mexico. Since July 2008, the labor relations with our employees are governed by a collective bargaining agreement and negotiated by the local chapter of the union. As is typical in Mexico, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years. In October 2022, we will negotiate the terms and conditions of the collective bargaining agreement. We believe that our relations with our employees are good, and the wages we pay our employees are similar to those paid to employees of similar airport operating companies in Mexico. As of December 31, 2021, our airport subsidiaries had a total of 475 unionized employees. In addition, our hotel subsidiaries have a total of 77 unionized employees, affiliated to the National Union of Workers and Employees of the Hotel Industry (Sindicato Nacional de Trabajadores y Empleados de la Industria Hotelera) and to the National Union of Workers of the Food, Soft Drinks, Tourist, Hotel, Gastronomic and related Industries (Unión Nacional de Trabajadores de la Industria Alimenticia, Refresquera, Turistica, Hotelera, Gastronómica Similares y Conexos).

We maintain a savings plan available to all of our employees pursuant to which the employees may make bi-weekly contributions of up to 13% of their pre-tax salaries. We make bi-weekly contributions matching each employee’s contribution. Employees are entitled to withdraw the funds in their accounts on an annual basis. In 2019, 2020 and 2021, we made a total of Ps.60,132 thousand; Ps.61,015 thousand and Ps.54,512 thousand, respectively, in payments to employees’ accounts pursuant to the savings plan.

Funds in the savings plan may be used to make advances to employees and are otherwise invested in securities listed on the Mexican Stock Exchange or in treasury bills issued by the Ministry of Finance and Public Credit.

Item 7.          Major Shareholders and Related-Party Transactions

MAJOR SHAREHOLDERS

On January 5, 2016, Aeroinvest merged into CONOISA, a subsidiary of ICATEN, with CONOISA as the surviving entity. As a result of this internal merger, CONOISA assumed all of the rights and obligations of Aeroinvest, including with respect to Aeroinvest’s beneficial ownership of Series B shares. In 2020, CONOISA sold to SETA all its B shares, that represent 1.9% of our outstanding capital stock.

On June 10, 2020, Fintech entered into a Stock Purchase Agreement with ICATEN and Bagual entered into a Stock Purchase Agreement with each of ICATEN and ICA Infraestructura, S.A. de. C.V. (a subsidiary of ICATEN), to purchase collectively 100% of the capital stock of SETA. The transactions closed on June 12, 2020 and the aggregate purchase price for the SETA shares was Ps.5.47 per share for 862,703,377 shares.

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On July 9, 2021, Aerodrome entered into the Loan Facility with Fintech for purposes of refinancing indebtedness incurred in connection with the Offers, for an aggregate principal amount of the equivalent in U.S. dollars of Ps.7,005,074,000. The Loan Facility was ultimately repaid by the Margin Facility dated as of December 6, 2021. The Margin Facility is secured by our Series B and Series BB Shares owned by SETA, and our Series B Shares owned by Aerodrome. On December 9, 2021, we entered into an ancillary agreement with the borrower, lenders and agent party to the Margin Facility, for purposes of providing liquidity to SETA’s Series BB Shares in case of foreclosure of the collateral upon an event of default under the Margin Facility. In such letter we agreed, among other things, (i) to issue 49,766,000 Series B Shares in the form of treasury shares, for purposes of giving effect to the conversion of any Series BB Shares granted as collateral into Series B Shares, and to maintain such shares at our treasury; (ii) to update our Series B registration with the national securities registry in Mexico to allow for the issuance of the Series B Shares maintained in treasury upon conversion of the Series BB Shares; (iii) to deposit with Indeval a share certificate representing the Series B Shares issuable upon conversion; (iv) to transfer to a trustee each and all amounts regarding any dividend or distribution paid in cash on the Series B Shares pledged into a cash collateral account held by a guaranty trust; and (v) not to exercise or give effect to any transfer restriction or preemptive or similar rights on the pledged Series B Shares and the Series BB Shares other than the existing transfer restrictions in accordance with Rule 144 and the Mexican Airport Law.

As of the date of this report, Fintech Holdings, Inc. through Fintech, is the beneficial owner of 30.4% of our total capital stock through its direct subsidiaries SETA and Aerodrome. Bagual owns 19.6% of the capital stock of SETA and Aerodrome; Grenadier owns 21.5% of the capital stock of SETA and Aerodrome; Pequod owns 21.5% of the capital stock of SETA and Aerodrome; Harpoon owns 20.4% of the capital stock of SETA and Aerodrome, and Expanse owns 17.1% of the capital stock of SETA and Aerodrome. SETA directly owns Series B shares representing 1.9% of our total capital stock and owns Series BB shares that represent 12.9% of our capital stock. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, all of its special rights, including its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares, will remain in place.

In November 2006, a Mexican trust established by NAFIN, acting pursuant to the instructions of the Ministry Infrastructure, of Communications and Transportation, sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of American Depositary Shares, or ADSs, and Series B shares, concurrently in the United States and Mexico. The net proceeds from the sale of the shares were paid to the Mexican government. After the offering, the Mexican government ceased to be a shareholder.

On May 31, 2017, our shareholders approved the cancellation of 6,229,027 Series B shares that were acquired through our share repurchase program. On July 7, 2020, our shareholders approved the cancellation of 3,659,417 Series B shares that were acquired through our share repurchase program. As of April 22, 2022, our fixed minimum social capital consisted of 390,111,556 ordinary shares, of which 49,766,000 were Series BB shares and 340,345,556 were Series B shares.

The following table sets forth information with respect to beneficial ownership of our capital stock as of April 22, 2022, identifying each owner of more than 5% of any series of our shares:

er
				Percentage of
	Number of Shares			Outstanding Capital
Identity of Shareholder	B Shares	BB Shares	Total	B Shares		BB Shares		Total
SETA(1)	7,516,377	49,766,000	57,282,377	1.9	%	12.9	%	14.8	%
Aerodrome(1)	60,155,201	—	60,155,201	15.6	%	—		15.6	%
Public	268,731,847	—	268,731,847	69.6	%	—		69.6	%
Officers and Directors	—	—	—	—	%	—		—
Total Shares Outstanding	336,403,425	49,766,000	386,169,425	87.1	%	12.9	%	100	%
Shares Repurchased held in Treasury	3,942,131	—	3,942,131
Total Authorized Shares	340,345,556	49,766,000	390,111,556

(1) Each of SETA and Aerodrome is a wholly owned subsidiary of Fintech.

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Arrangements Relating to SETA

Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present to our Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, our chief operating officer and our commercial director, and to elect three members of our Board of Directors. SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our shareholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management). Additionally, most matters voted on by our Board of Directors require the affirmative vote of the directors appointed by our Series BB shareholders. If the Technical Assistance Agreement is terminated, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB, all of its special rights will remain in place. If SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights. On October 15, 2015, we, at the request of SETA, converted 9,034,000 of our Series BB shares held by SETA to Series B shares. After this conversion, SETA’s shareholding of Series BB shares remains at 12.9% and its special rights were not affected. In addition, shareholders of SETA have allocated among themselves certain veto rights, which increases the risk of impasse at the shareholders’ meeting of SETA and ultimately at our shareholders’ meetings.

Our bylaws and the Technical Assistance Agreement also contain certain provisions designed to avoid conflicts of interest between SETA and us, such as approval of certain related-party transactions by our Corporate Practices, Finance, Planning and Sustainability Committee.

In accordance with our bylaws, at least one member of each of our Audit Committee and Corporate Practices, Finance, Planning and Sustainability Committee shall be appointed by SETA.

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RELATED-PARTY TRANSACTIONS

Arrangements with SETA and Its Affiliates

The rules for the sale to SETA of the Series BB shares previously owned by the Mexican government required us to enter into a Participation Agreement with SETA and Ministry of Infrastructure, Communications and Transportation, which established the framework for certain related agreements: the Option Agreement, the Technical Assistance Agreement and the Bancomext Trust. Our Board of Directors approved these agreements, in accordance with our Related Party Guidelines.

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee which in 2021 amounted to Ps.133,458 thousand (U.S.$6.5 million). The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by SETA or its shareholders during the term of the agreement. The agreement had an initial term of 15 years beginning June 14, 2000, and expiring on the date of the expiration of the Participation Agreement, or June 14, 2015. On May 13, 2015, the Technical Assistance Agreement was extended for a term that ended on December 31, 2020. On December 14, 2020, pursuant to the third amendment, the Technical Assistance Agreement was modified; the term was extended until December 31, 2021, with automatic renewals for one year periods starting on January 1, 2022, unless a termination notice is provided by any of the parties involved. Additionally, the automatic renewals shall be in force as long as SETA holds an individual interest of at least 7.65% of the shares of the Company. The economic terms of the agreement were not modified. A decision by us not to renew the Technical Assistance Agreement is subject to the approval of the holders of a majority of our Series B Shares that are not owned by SETA or any of its affiliates.

Additionally, a party may terminate the Technical Assistance Agreement prior to its expiration date upon non-compliance with its terms by the other party. SETA provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the Master Development Programs that we are required to submit to the Ministry of Infrastructure, Communications and Transportation and the improvement of our airport operations.

The Technical Assistance Fee for 2000 and 2001 was fixed at U.S.$5.0 million. Subsequent to January 1, 2003, the Technical Assistance Fee was equal to the greater of U.S.$3.0 million adjusted annually for inflation since June 14, 2006 (measured by the U.S. consumer price index), or 5% of our EBITDA (as defined in the Technical Assistance Agreement). As of June 14, 2015, the technical assistance fee was reduced by 20% for the first three years of the extension and amendment to the Technical Assistance Agreement, to the greater of U.S.$3,478,000 (updated annually according to the U.S. consumer price index) and 4% of our EBITDA, and by an additional 25% for the final two years of the extension, to 3% of our EBITDA. We believe that this structure creates an incentive for SETA to increase our annual consolidated earnings. SETA is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.

The Technical Assistance Agreement allows SETA, its shareholders and their affiliates to render additional services to us only if our Corporate Practices, Finance, Planning and Sustainability Committee determines that these related persons have submitted an arm’s-length bid in a public bidding process. For a description of this committee, see “Item 6. Directors, Senior Management and Employees—Committees.”

In 2020 and 2021, we recognized expenses of U.S.$3.8 million and U.S.$6.5 million, respectively, pursuant to the Technical Assistance Agreement.

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Arrangements with Other Affiliates

We periodically engage ICATEN and its affiliates to provide construction and related services to us. In 2021, we contracted Ps.806,387 thousand for services to be provided by ICATEN and its affiliates, periodically. In accordance with our Related Party Guidelines, any of these contracts shall be approved by our Board of Directors upon the recommendation of our Corporate Practices, Finance, Planning and Sustainability Committee and in accordance with Mexican Securities Law. The Committee considers whether these contracts are arm’s‑length agreements based on the evaluation of unit prices of these contracts by independent third‑party professional, such as Grupo GEO Consultoría y Construcción S.A. de C.V. represented by Jorge Mata Ortega and Corporativo de Ingeniería Terrestre, S.A. de C.V. (COITSA), represented by Jorge González Mijares. These third-party professionals are independent experts contracted by us to evaluate unit prices in the offers made by ICATEN or its affiliates in order to determine if such offers are consistent with market prices.

The following table sets forth the amounts paid to affiliates of ICATEN during 2021, for a total of Ps.959,489 thousand, in exchange for the provision of services related to the construction and expansion of terminal buildings and platforms at our airports, as well as major maintenance works. This amount represents approximately 45.3% of our expenditures under the Master Development Programs including major maintenance expenditures and other capital expenditures for an amount of Ps.2,117,178 thousand.

	Amount
Service	2021
	(in thousands of pesos)
Monterrey airport		621,055
Torreón airport		97,933
Ciudad Juárez airport		113,986
Tampico airport		69,575
Zihuatanejo airport		52,723
San Luis Potosí airport		4,218
Total	Ps.	959,489

Transactions with Related Parties

As of December 31, 2021, we had Ps.269,249 thousand in accounts payable to related parties, and we engaged in the following transactions with related parties during 2021:

● Transaction amounting to Ps.133,558 thousand in technical assistance fees with SETA;

● In connection with the operations of the Terminal 2 NH Collection Hotel, the Hilton Garden Inn Hotel and OMA-VYNMSA Aero Industrial Park, transactions amounted to Ps.32,024 thousand in administrative services fees with our partners, NH Hotels, Grupo Hotelero Santa Fe and VYNMSA. This amount also includes the administrative services fees paid to a related party of ICATEN for related services, such as SAP support;

● Services contracted with related parties for maintenance works at the OMA-VYNMSA industrial park, and maintenance services to our corporate offices which amounted to Ps.1,572 thousand;

● Transactions amounting to Ps.7,548 thousand with our partner VYNMSA and its affiliates in connection with the development of the OMA-VYNMSA Industrial Park located in the Monterrey airport;

● Transactions amounting to Ps.959,489 thousand in improvements to concessioned assets and major maintenance contracted with related parties; and

● Rents paid to ICA Servicios de Dirección Corporativa, S.A. de C.V., related to the lease of corporate offices located in Mexico City which amounted to Ps.2,401 thousand.

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Item 8.          Financial Information

See “Item 18. Financial Statements” beginning on page F-1.

LEGAL PROCEEDINGS

General

The Company is involved, from time to time, in certain legal proceedings that are incidental to the normal conduct of its business.

Disputed Land Ownership at the Ciudad Juárez Airport

Parties purporting to be former owners of land comprising a portion of the Ciudad Juárez airport initiated legal proceedings against the airport in 1995 to reclaim 240 hectares of land, alleging that it had been improperly transferred to the Mexican government. The claimants also sought monetary damages of U.S.$120.0 million. On May 18, 2005, a Mexican court ordered the airport to return the disputed land to the plaintiffs. However, that decision and three subsequent constitutional claims permitted the ruling to be reconsidered, and the Ministry of Infrastructure, Communications and Transportation as grantor of the concession, was included as a party to the litigation.

On July 8, 2016, the local court in Ciudad Juárez ruled that the claims against the Ciudad Juárez airport were inadmissible. The claimants filed an appeal before the Appellate Court in Chihuahua against the court’s determination and on July 31, 2017, the First Civil Court overturned the lower court’s decision and ruled in favor of the plaintiffs. The First Civil Court required the Mexican government to pay restitution to the plaintiffs for the loss of their property. The Mexican government filed an injunction proceeding (amparo) to appeal the decision. On May 25, 2018, the First Civil Court overturned its decision and absolved the Mexican government and Ciudad Juárez airport. The plaintiffs appealed this decision to the Mexican Supreme Court, which on May 25, 2019, determined not to hear the matter at hand and ordered the return of the file to the First Civil Court for all applicable legal effects.

In compliance with the Mexican Supreme Court’s decision, the First Civil Court restarted its proceedings and on December 12, 2019 ruled against of the plaintiffs by denying the requested injunction proceeding (amparo). As a result, the plaintiffs filed an appeal before the Mexican Supreme Court.

On November 24, 2021, the Mexican Supreme Court ruled that the First Collegiate Court in Chihuahua must once again analyze the claimant’s case. As of April 22, 2022, the First Collegiate Court in Chihuahua has not issued its ruling.

In the event that any subsequent legal resolution results in a decision substantially similar to the May 18, 2005 court order or that is otherwise adverse to us, and the Mexican government fails to repossess the land, our concession to operate the Ciudad Juárez airport would terminate. In 2021, the Ciudad Juárez airport represented 6.9% of our consolidated total revenues. We believe that under the terms of our concessions the termination of the Ciudad Juárez concession as a result of the foregoing legal proceeding would not affect the validity of our remaining airport concessions and that the Mexican government would be obliged to indemnify us against any monetary or other damages resulting from the termination of our Ciudad Juárez concession. We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

Disputed Land Ownership at the Monterrey Airport

On May 14, 2015, Banco Mercantil del Norte, S.A. (“Banorte”), acting as trustee of a certain trust, filed a civil lawsuit against the Monterrey airport in connection with the ownership of 240 hectares of land previously acquired (the “Land”) by the Monterrey airport, which book value in our financial statements as of December 31, 2021 amounted to Ps. 266,850 thousand.

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By means of the lawsuit, Banorte filed an action to recover possession and requested a declaratory judgment saying that Banorte has a better right than the Monterrey airport to possess the Land and that the Land should be restituted to Banorte, and that the Monterry airpot should pay costs and expenses. Monterrey airport appeared on trial and requested that the company DIAV, S.A. de C.V., (“DIAV”) appear as a defendant in its capacity as seller of the Land. On August 8, 2018, the court found that the plaintiff’s claims were inadmissible due to lack of evidence (the “First Instance Judgment”), and the plaintiff appealed the decision.

The Second Chamber of the Superior Court of Justice of the State of Nuevo Leon heard the appeals against the First Instance Judgment and on July 25, 2019 issued a second instance judgment (“First Second Instance Judgment”) against the Monterrey airport, finding that Banorte had a better right to possess the Land, and ordering the Monterrey airport to return the Land to Banorte.

Both Monterrey airport and DIAV filed injunctions (amparo) against the First Second Instance Judgment in August 2019, which were referred to the Second Collegiate Court in Civil Matters of the Fourth Circuit (the “Collegiate Court”). On August 6, 2021, the Collegiate Court granted the amparo relief to the Monterrey airport leaving without effect the First Second Instance Judgment and ordering a new one that considered, among other matters, that the evidence provided by Banorte was insufficient to prove its claims. In compliance with the amparo ruling, on August 25, 2021, the Eighth Civil Chamber vacated the First Second Instance Judgment. On September 13, 2021, the Eighth Civil Chamber issued a new second instance judgment (the “Second Instance Judgment”) by virtue of which it confirmed the First Instance Judgment, releasing the Monterrey airport of all claims.

Dissatisfied with the Second Instance Judgments, all the parties to the litigation filed amparo reliefs (including the Monterrey airport with respect to, among other issues, the refusal of the Eighth Civil Court to grant the payment of legal fees and expenses claimed by the Monterrey airport), which were referred to the same Collegiate Court and are currently pending to be resolved.

We believe that in the event of a resolution adverse to the airport’s interests, DIAV as the seller of the Land should be liable for any economic losses resulting thereof; nonetheless, we cannot predict whether we may prevail in a legal action against DIAV. Although Monterrey airport cannot definitively foresee the outcome of this litigation, to date it has not recorded any provision in relation to the contingency, since it considers its position in the litigation to be solid.

Disputed Land Ownership at the Durango Airport

On March 5, 2020, the Company was notified of the lawsuit filed against the Durango airport, the Ministry of Infrastructure, Communications and Transportation, the Government of the State of Durango and the Ministry of Agrarian, Territorial and Urban Development. The plaintiff sued for the nullity of the expropriation decree dated September 8, 1975, which affected an area of 40 hectares of the Durango airport and claims the payment of compensation for the affected area, as well as the payment of damages for the undue use of the property.

The trial hearing was held with the appearance of the parties and the evidentiary stage of the trial is pending. As of the date of this report, the contingency is still in effect because the trial is still pending the judgment on the merits of the case. In the event that the resolution of the lawsuit is not favorable to us , it is expected that the economic impact of the lawsuit will be borne by the Federal Government, as established in the concession title. As such, Durango airport has not recorded any provision in connection with this lawsuit.

Disputed Land Ownership at the Reynosa Airport

On October 16, 2020, the Company was notified of the lawsuit filed against the AFAC, in which the Reynosa airport was called as an interested third party. The nullity of the administrative resolution dated February 7, 2020 issued by the AFAC in the Appeal for Review filed by the plaintiff is demanded in order for the AFAC to study the plaintiff's petition and recognize that the legal requirements for the reversion of the expropriation of 2.6 hectares included in the expropriation decrees of 1970 and 1971 have been met.

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Reynosa airport appeared in the lawsuit and the final ruling is pending as of the date of this report. The lawsuit does not include a financial claim; however, the contingency is maintained until the final judgment in the annulment lawsuit is issued and the challenged resolution is confirmed or, if applicable, a judgment is issued, the effects of which must be complied with by the AFAC. Reynosa airport has not recorded any provision in connection with this lawsuit.

Property Tax Claims

Administrative law proceedings have been asserted against us in the past by various municipalities for the payment of property taxes with respect to the real estate in which we operate our airports in the relevant cities.

In November 2018, the municipality of Culiacán filed property tax claims against us for Ps.2,425 thousand, plus Ps.3,339 thousand in other fees. In response to these claims, on December 2018, we filed an administrative annulment proceeding before the Sinaloa Administrative Court (Tribunal de lo Contencioso Administrativo del Estado de Sinaloa) which has not been resolved as of the date of this report. The Ministry of Infrastructure, Communications and Transportation was asked to join the proceeding as an interested party.

In May 2019, the Municipality of Acapulco filed property tax claims against us for Ps.27,012 thousand for property tax considering Acapulco airport as a solidary debtor to the Mexican Airport and Auxiliary Services Agency. An administrative annulment proceeding was filed against these claims, which as of April 22, 2022 is yet to be resolved.

In September 2019, the Municipality of Chihuahua filed property tax claims against us for Ps.113,529 thousand. Administrative annulment proceedings were filed against these claims. In January 2021, all the tax claims were resolved in favor of the Chihuahua airport. The Municipality of Chihuahua filed an amparo relief against these resolutions, which were found without merit and resolved in favor of the airport in a final and non-appealable resolution.

In December 2019, the Municipality of Tampico filed property tax claims against us for Ps.18,840 thousand. An administrative annulment proceeding was filed against these claims. In December 2020, the claims were resolved in favor of the Tampico airport. The Municipality of Tampico filed an Amparo relief against this ruling, and the Collegiate Court that heard the Amparo trial ruled in favor of the airport in a final and non-appealable resolution.

In March 2020, the Municipality of Ciudad Juárez filed property tax claims against us for Ps.16,097 thousand. An administrative annulment proceeding was filed against these claims, which was resolved in favor of the Airport. The Municipality of Ciudad Juárez filed an amparo relief against this ruling, and the Collegiate Court that heard the amparo ruled in favor of the Airport in a final and non-appealable resolution.

Other municipalities in which we operate may assert similar claims, which if such is the case, we intend to pursue aggressively.

Amparo Trial related to Municipal Licenses

In September 2019, the municipal authority of Chihuahua carried out verification visits at the commercial premises located at the Chihuahua airport to request municipal operating licenses, likewise requiring the Chihuahua Airport to present its construction license. A request for amparo was filed against such requirements by the Chihuahua airport, challenging the visit order and the unconstitutionality of the municipal regulations applied. The court issued a ruling in favor of the Chihuahua airport, indicating that the commercial spaces of the Chihuahua airport are under federal not municipal jurisdiction. The municipal authority has challenged the ruling, which has not been resolved as of the date of this report.

Tax Credit at the Acapulco Airport

On February 5, 2020, the Ministry of Finance of the State of Guerrero notified a tax credit against the Acapulco airport in the amount of Ps.24,813 thousand for omitted income tax and value-added tax payments for the period from January 1, 2015 to December 31, 2015.

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The credit was challenged by Acapulco airport before the Ministry of Finance of the State of Guerrero and on July 23, 2020 a resolution was issued declaring the nullity of the proceeding pursuant to which the authority determined the tax credit and the authority was ordered to reinstate such proceeding. Acapulco airport filed an annulment proceeding against such resolution since it would allow the authority to correct the deficiencies of the procedure, without resolving on the terms of the tax audit procedure which resulted in the imposition of the tax credit against Acapulco airport.

On February 2021, a settlement agreement was reached for Ps.1,874 thousand with the Ministry of Finance of the State of Guerrero, and the Acapulco airport withdrew its annulment proceeding. On May 14, 2021, the Ministry of Finance of the State of Guerrero found that the Acapulco airport did not owe any amount and the matter was closed.

Consumer Protection Agency Fines

On November 11, 2021, agents of the Mexican Federal Consumer Protection Agency (Procuraduría Federal del Consumidor or PROFECO) made a visit to the Acapulco airport in order to review the compliance with certain Mexican Official Norms by the scales used to weigh luggage and the parking lot’s clocks. On November 22, 2021, PROFECO notified Acapulco airport that it initiated administrative proceedings claiming violations to the Federal Consumer Protection Law.

The Acapulco airport presented evidence before PROFECO proving the alleged violations to the law did not take place. However, on January 10, 2022 PROFECO notified the Acapulco airport of its ruling, fining the airport Ps.14,554 thousand and freezing the scales and parking lot’s clocks. This ruling was challenged by Acapulco airport on January 31, 2022 and as the date of this report the appeal for review has not been resolved.

Corporate Tax Claim for Monterrey Airport.

In accordance with the Third Transitory Article of the Law for Single Rate Corporate Tax (Ley del Impuesto Empresarial a Tasa Única), the Monterrey airport requested on December 20, 2019 and December 16, 2020, the refund of the Asset Tax paid with respect to previous fiscal years.

For fiscal years 2018 and 2019, the Monterrey airport requested a refund of Ps.10,220 thousand and Ps.10,624 thousand ,respectively, which were denied by the tax authority.

On September 16, 2020, the Monterrey airport challenged the tax authority’s denial for the 2018 fiscal year refund, which was ruled in favor of the Monterrey airport by the Federal Court for Administrative Justice (Tribunal Federal de Justicia Administrativa).

On April 27, 2021, the Monterrey airport challenged the tax authority’s denial for the 2019 fiscal year refund, which was ruled in favor of the Monterrey airport by the Federal Court for Administrative Justice.

On June 30, 2021 and December 1, 2021, the tax authority filed recourses against the rulings of the Federal Court for Administrative Justice related to the refunds corresponding to fiscal years 2018 and 2019, respectively, which are pending resolution.

The Monterrey airport maintains assets in the amount of Ps.28,619 thousand related to payments of Asset Taxes paid for fiscal years 2018, 2019 and 2020. Given that the Monterrey airport does not expect an unfavorable resolution against it, it has not registered any provision related to the refund of Asset Taxes for such years.

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We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations. Should a court determine that these taxes must be paid in response to any future proceedings, we believe that only the owners of the land would be responsible for paying these taxes directly, and the obligation to pay these taxes is not otherwise contemplated by the terms of our concessions. The Mexican government has not acknowledged an obligation to pay such taxes; however, changes to the Mexican Constitution and other applicable laws could render us liable to municipalities for property taxes in the future. We cannot predict the amount of any such future tax liabilities or the criteria that would be used to determine them. If such changes were to occur, and any amounts owed were substantial, these resulting tax liabilities could have a materially adverse effect on our consolidated financial condition or results of operations.

DIVIDENDS AND CAPITAL STOCK REIMBURSEMENTS

Mexican law requires that at least 5% of a company’s net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of its capital stock (without adjustment for inflation). Our legal reserve fund was Ps.60,729 thousand as of December 31, 2021 (excluding reserve amounts corresponding to 2021 net income), which represented 20.3% of our capital stock as of such date.

Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund. The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis. Since 2011, the level of earnings available for the payment of dividends has been determined under IFRS. Our subsidiaries are required to allocate 5% of earnings to their respective legal reserve funds prior to paying dividends to us. We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.

Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax are subject to a corporate-level dividend tax (charged against cumulative net income and payable by us). Companies are entitled to apply any corporate-level dividend tax on the distribution of earnings as a credit against their Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid. Dividends paid from a company’s distributable earnings that have been subject to corporate income tax are not subject to this corporate-level dividend income tax. Furthermore, dividends paid to resident and non-resident holders with respect to our Series B shares and ADSs since 2014 are subject to a 10% Mexican withholding tax, which is withheld by the brokerage firms doing the distribution.

On April 14, 2011, our shareholders approved a dividend policy, applicable to our results of operations starting in 2011.

Our dividend policy seeks to ensure the tax efficient payment of dividends. Because any dividend we expect to pay will likely be subject to the corporate-level dividend tax referred to above, our dividend policy has been designed to ensure that any corporate-level dividend tax we pay may be applied by us as a credit against its projected future corporate income tax liability in the year paid and in the subsequent two years.

Our dividend policy has a fixed and a variable component paid annually in equal quarterly installments. The fixed component is Ps.325,000 thousand per year. The variable component will be based on the funds available for distribution in excess of the fixed component.

Our current dividend policy presupposes that the declaration and amount of dividends paid are subject to (and determined by) the following factors:

● dividends are subject to the approval of our shareholders, based on the recommendation of our Board of Directors;

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● compliance with applicable law regarding the declaration and payment of dividends with respect to any year, including the establishment of the statutory legal reserve fund of 5%;

● both the fixed and the variable amount of dividends will be subject to our financial position and dependent upon there being no adverse financial changes; and

● the payment of dividends must be tax efficient.

Our current dividend policy was prepared based on current Mexican tax law and our current projections of our future earnings and IFRS. Changes in Mexican tax law and our actual results of operations could cause our Board of Directors to propose to our shareholders to change the current dividend policy.

We declare our dividends in pesos. In the case of Series B shares represented by ADSs, the cash dividends are paid to the depositary and, subject to the terms of the deposit agreement, converted into and paid in U.S. dollars at the prevailing rate of exchange, net of conversion expenses of the depositary and applicable Mexican withholding tax. Fluctuations in exchange rates will affect the amount of dividends that ADS holders receive.

The declaration, amount and payment of dividends, if any, are subject to the approval of either (i) holders of a majority of our capital stock present at a shareholders’ meeting and, so long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the approval of SETA (as the holder of the Series BB shares) or (ii) holders of 95% of our capital stock.

We paid aggregate dividends of Ps.1,598,681 thousand in 2019 and Ps.1,979,790 thousand in 2021. We did not pay dividends in 2020.

Certain distributions that we make to our shareholders other than capital reimbursements (in the manner described above), including amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes. The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions will vary depending on the nature of the distributions.

Item 9.          The Offer and Listing

SHARE PRICE HISTORY

The ADSs are listed on the NASDAQ under the symbol “OMAB.” Our common shares are listed on the Mexican Stock Exchange under the symbol “OMA.”

TRADING ON THE MEXICAN STOCK EXCHANGE AND BOLSA INSTITUCIONAL DE VALORES

The Mexican Stock Exchange or the Bolsa Mexicana de Valores, S.A.B. de C.V. and the Bolsa Institucional de Valores are both located in Mexico City and are the two stock exchanges operating in Mexico. The Bolsa Institucional de Valores launched operations in July 2018. Trading takes place principally through automated systems that are open between the hours of 8:30 a.m. and 3:00 p.m. Mexico City time, each business day. Beginning in March 2008, during daylight savings time, trading hours change to match the NYSE trading hours, opening at 7:30 a.m. and closing at 2:00 p.m. local time. Both stock exchanges operate a system of automatic suspension of trading in shares of a particular issuer as a means of controlling excessive price volatility, but under current regulations, this system does not apply to securities such as the units represented by ADSs or CPOs that are directly or indirectly quoted on a stock exchange outside of Mexico.

Settlement is effected two business days after a share transaction. Deferred settlement, even if by mutual agreement, is not permitted without the approval of the Mexican Stock Exchange or the Bolsa Institucional de Valores. Most securities traded on the Mexican Stock Exchange or the Bolsa Institucional de Valores are on deposit with Indeval, a privately owned central securities depositary that acts as a clearing house, depositary, custodian and registrar for transactions on the Mexican Stock Exchange and the Bolsa Institucional de Valores, eliminating the need for the physical transfer of shares.

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Reporting Obligations

As a company with securities listed on the Mexican Stock Exchange and NASDAQ, we are subject to several reporting and disclosure obligations regarding corporate information and material events set forth by the Mexican and U.S. securities laws, which include filing quarterly and annual financial reports, as well as corporate information and disclosing material events to the regulatory authorities in Mexico and the United States.

For the last three years, we have duly and timely filed all the information that we are obligated to file in order to comply with the Mexican and U.S. securities laws.

Material Changes to the Rights Conferred by Our Securities Registered with the Mexican National Registry of Securities and Traded in the Mexican Market

As of December 31, 2021, there have been no material changes to the rights conferred by our securities registered with the Mexican National Registry of Securities and traded in the Mexican market.

Item 10.        Additional Information Bylaws

This section summarizes certain provisions of Mexican law and our bylaws (estatutos sociales), a copy of which is attached to this Form 20-F as Exhibit 1.1.

At our Extraordinary Shareholders’ Meeting held on October 2, 2006, our shareholders adopted resolutions amending and restating of our bylaws to organize the company as a sociedad anónima bursátil and to conform our bylaws to the provisions of the Mexican Securities Law. Some of the relevant changes included the enhancement of certain provisions applicable to the corporate governance of public companies, clarification of certain provisions relating to directors’ and officers’ liability and the elimination of restrictions on ownership of our shares.

At our shareholders’ meetings held on July 7, 2020, May 31, 2017, April 23, 2015 and April 10, 2014, our bylaws were amended to update the amounts of fixed minimum common stock to reflect the decrease on the fixed portion of our capital stock after the cancellation of shares repurchased held in treasury and capital reimbursements.

Purposes

The purposes of the Company include the following:

●to acquire shares of or interests or participations in privately or state-owned companies engaged in the management, operation (including the provision of aeronautical, complementary, commercial and construction services) and/or development of civilian airports pursuant to the Mexican Airport Law (Ley de Aeropuertos) and its regulations and to participate in the capital stock of companies engaged in the provision of all types of services;

●to receive from and to provide to any other Mexican or foreign entity, company or individual, and to provide to any company in which it may hold any interest or participation or to any other entity, company or individual, any services required to achieve its or their purposes;

●to apply for and obtain, by any means, directly or through its subsidiaries, concessions and permits to manage, operate, build and/or develop airports;

●to obtain, acquire, use, transfer and grant or secure licenses in respect of all types of patents, invention certificates, registered trademarks, trade names, copyrights or any rights associated therewith, whether in Mexico or abroad;

●to obtain all types of secured and unsecured loans or credit facilities and to grant loans to any association, company, entity or individual in which it holds more than 50% of the capital stock with voting rights or which is otherwise under its control; and

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●to provide all types of collateral and guaranties in respect of any credit instrument issued or obligation assumed thereby or by any entity in which it holds more than 50% of the shares of stock with voting rights or which is otherwise under its control.

Election of Directors

The Board of Directors is responsible for the oversight of our business. Pursuant to our bylaws, the Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members. Our Board of Directors currently consists of 11 directors, each of whom is elected at the annual shareholders’ meeting. Under the Mexican Securities Law and our bylaws, at least 25% of our directors must be independent. Under Mexican law, the determination as to the independence of our directors made by our shareholders’ meeting may be contested by the CNBV. Our bylaws do not currently require mandatory retirement of directors after they reach a certain age. The compensation of our directors is proposed by the Board of Directors to all of our stockholders at a stockholders’ meeting for their approval.

At each shareholders’ meeting for the election of directors (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the Participation Agreement and the Technical Assistance Agreement and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock). The candidates to be considered for election as directors by the shareholders will be proposed to the shareholders’ meeting by the Board. Any slate of candidates proposed by the Board shall include independent directors to the extent required by the Mexican Securities Law and other applicable law.

Five of our directors are independent.

Authority of the Board of Directors

The Board of Directors has broad authority to manage the company. Pursuant to the Mexican Securities Law, the Board of Directors is required to approve, among other matters:

●our general strategy;

●the business plan and the investment budget on an annual basis;

●capital investments not considered in the approved annual budget for each fiscal year;

●the proposal to increase our capital or that of our subsidiaries;

●our five-year Master Development Program and any amendments thereto for each of our airports to be submitted to the Ministry of Infrastructure, Communications and Transportation;

●the voting of the shares we hold in our subsidiaries;

●our management structure and any amendments thereto;

●the election of our chief executive officer from the candidates proposed by the Series BB directors and the approval of his or her compensation or his or her removal for cause;

●any transfer by us of shares in our subsidiaries;

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●subject to the recommendation of the Corporate Practices, Finance, Planning and Sustainability Committee, among other matters, (i) the guidelines for the use of the assets of our subsidiaries, (ii) any transaction with related parties, subject to certain limited exceptions, (iii) the authorization for any member of our Board of Directors, principal officers or other relevant persons to take advantage of business opportunities for his own benefit or for the benefit of third parties that originally corresponded to us or the companies under our control or in which we have a significant influence and that exceed the limits set forth under item (vii) of the next paragraph and (iv) the establishment of guidelines for the appointment and compensation of executive officers, which must be consistent with the guidelines established in the Technical Assistance Agreement;

●subject to the recommendation of the Audit Committee, among other matters, (i) our financial statements and those of our subsidiaries, (ii) subject to certain limited exceptions, the acquisition and sale of our own stock, (iii) guidelines for the granting of loans or any type of credits or guarantees to any related party, (iv) guidelines regarding our internal controls, internal audits and those of our subsidiaries, (v) our accounting policies, including adjustments to our accounting principles to conform to or recognize those issued by the Commission, (vi) the hiring and termination of our external auditors and (vii) unusual or non-recurrent transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or exceeding 5% of our consolidated assets or U.S.$20.0 million, or (b) the giving of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of our consolidated assets, U.S.$40.0 million or in excess of the debt level set forth in the annual business plan;

●the creation of, and assignment of responsibilities to, new committees or changing the responsibilities assigned to existing committees;

●the appointment of members of the Corporate Practices, Finance, Planning and Sustainability Committee in which at least one of its members shall be appointed from those proposed by the members of the Board of Directors appointed by the holders of Series BB shares;

●proposals to the shareholders’ meetings regarding (i) our dividend policy and (ii) the use of our retained earnings;

●subject to certain conditions, the appointment of provisional members of the Board of Directors, without the need for a shareholders’ meeting for such provisional appointment;

●the presentation at a general ordinary shareholders’ meeting of any of the following agenda items: (i) the annual reports of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, (ii) the annual report given by the chief executive officer, the opinion of the external auditor and the opinion of the Board of Directors on the content of such report, (iii) the report containing the main accounting and information guidelines used for the preparation of our financial information and (iv) the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law;

●the appointment, removal, duties and responsibilities of our internal auditor;

●policies with regard to the disclosure of information to our shareholders, the market and to other members of the Board of Directors and relevant officers as well as decisions with regards to specific information to be released;

●actions to be taken in order to rectify any known irregularity and to implement any corrective measures;

●the terms and conditions subject to which the chief executive officer shall exercise his power and duties; and

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●resolutions instructing our chief executive officer to disclose material information to the general public.

Under our bylaws, resolutions at meetings of the Board of Directors with respect to any of the items listed above will be valid only if approved by the members of the Board of Directors elected by the holders of the Series BB shares.

Powers of Series BB Directors

The Series BB directors are entitled to: (i) nominate the candidates for chief executive officer to our Board of Directors, (ii) move for the removal of our chief executive officer, (iii) appoint and remove half of our executive officers in accordance with the guidelines established in the Technical Assistance Agreement and the guidelines approved by our Board of Directors and (iv) appoint at least one member to each of our committees.

In addition, any matter requiring approval of the Board of Directors under our bylaws, as indicated above, will require the approval of a majority of the directors appointed by the Series BB shareholders for so long as the Series BB shares represent at least 7.65% of our capital stock.

Our Capital Stock

Pursuant to our bylaws, our capital stock has a variable portion. As of the date of this report, the Company has a fixed minimum capital stock, without withdrawal rights, of Ps.300,822 thousand, represented by ordinary nominal Class I shares, without par value, which are fully subscribed and paid, of which 340,345,556 are Series B shares and 49,766,000 are Series BB shares. For the last three years, no part of our capital stock has been paid in-kind.

Our capital stock has been modified during the last three years as a consequence of the following events:

●On July 7, 2020, our shareholders approved the cancellation of 3,659,417 Series B shares that were repurchased by the Company in accordance with Article 56 of the Mexican Securities Law, reducing the capital stock of the Company. As a result of the cancellation of shares, the fixed minimum social capital, fully paid-in and subscribed, totals Ps.300,822,103, represented by 390,111,556 ordinary shares, nominative and without par value, of which 49,766,000 are Series BB shares and 340,345,556 are Series B shares (includes 3,942,131 shares repurchased).

●On June 11, 2021, our shareholders approved the issuance of 49,766,000 Series B Shares to be kept in the treasury, exclusively to cover the conversion of the Series BB Shares owned by SETA into Series B shares, in case of default under certain financing documents. Said issuance was carried out in relation to the Tender Offer.

We are not beneficiaries of any derivative instruments payable in-kind, which have Series B or Series BB shares, or any other security representing those shares, as underlying assets.

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of April 22, 2022:

	Authorized	Outstanding
Capital Stock:
Series B shares	340,345,556	336,403,425
Series BB shares	49,766,000	49,766,000
Total	390,111,556	386,169,425

(1) The difference between our authorized capital stock and our outstanding capital stock amounts to 3,942,131 shares repurchased and held by the Company.

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All ordinary shares confer equal rights and obligations to holders within each series. The Series BB shares have special voting and other rights described below.

Our bylaws provide for the issuance of the following shares, which have the characteristics described below:

●Series B. Series B shares currently represent 87.1% of our outstanding capital. Series B shares may be held by any Mexican or foreign natural person, company or entity.

●Series BB. Series BB shares currently represent 12.9% of our capital. Series BB shares, which are issued pursuant to Article 112 of the Mexican General Law of Business Corporations (Ley General de Sociedades Mercantiles), may be held by any Mexican or foreign natural person, company or entity.

Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley de Inversión Extranjera), foreign persons may not, directly or indirectly, own more than 49% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments (Comisión Nacional de Inversiones Extranjeras) is obtained.

Voting Rights and Shareholders’ Meetings

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our shareholders. Holders of Series BB shares are entitled to elect three members of our Board of Directors.

Under Mexican law and our bylaws, we may hold three types of shareholders’ meetings: ordinary, extraordinary and special. Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meetings. An annual ordinary shareholders’ meeting must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the Board on our financial statements, the appointment of members of the Board, declaration of dividends and the determination of compensation for members of the Board. Under the Mexican Securities Law, our ordinary shareholders’ meeting, in addition to those matters described above, must approve any transaction representing 20% or more of our consolidated assets, executed in a single or a series of transactions, during any fiscal year.

Extraordinary shareholders’ meetings are those called to consider any of the following matters:

●extension of a company’s duration or voluntary dissolution;

●an increase or decrease in a company’s minimum fixed capital;

●change in corporate purpose or nationality;

●any transformation, merger or spin-off involving the company;

●any stock redemption or issuance of preferred stock or bonds;

●the cancellation of the listing of our shares with the Mexican National Registry of Securities or on any stock exchange;

●amendments to a company’s bylaws; and

●any other matters for which applicable Mexican law or the bylaws specifically require a general extraordinary shareholders’ meeting.

Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

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Shareholders’ meetings are required to be held in our corporate domicile, which is Mexico City. Calls for shareholders’ meetings must be made by the Chairman, the Secretary, two members of the Board of Directors, the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee. Any shareholder or group of shareholders representing at least 10% of our capital stock has the right to request that the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee calls a shareholders’ meeting to discuss the matters indicated in the relevant request. If the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following receipt of the request, the shareholder or group of shareholders representing at least 10% of our capital stock may request that the call be made by a competent court.

Calls for shareholders’ meetings must be published in the Federal Official Gazette or in one newspaper of general circulation in Mexico City at least 15 calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Calls must be signed by whoever makes them, provided that calls made by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee must be signed by the Chairman, the Secretary or a special delegate appointed by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee for that purpose. Shareholders’ meetings will be validly held and convened without the need of a prior call or publication whenever all the shares representing our capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must: (i) be registered in our share registry; and (ii) at least 24 hours prior to the commencement of the meeting submit (a) an admission ticket issued by us for that purpose and (b) a certificate of deposit of the relevant stock certificates issued by the Secretary or by a securities deposit institution, a Mexican or foreign bank or securities dealer in accordance with the Mexican Securities Law. The share registry will be closed three days prior to the date of the meeting. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors. Representation at shareholders’ meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses. Ownership of shares may be evidenced by a certificate issued by a securities depositary (or Indeval) coupled with a certificate issued by any institution with an account at Indeval.

At or prior to the time of the publication of any call for a shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs. Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to the Series B shares.

Quorum

Ordinary meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented. Resolutions at ordinary meetings of shareholders are valid when approved by a majority of the shares present at the meeting. Any number of shares represented at an ordinary meeting of shareholders convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary meetings of shareholders convened in this manner are valid when approved by a majority of the shares present at the meeting.

Extraordinary shareholders’ meetings are regarded as legally convened pursuant to a first call when at least 75% of the shares representing our capital are present or duly represented and no minimum number of shares is required for a quorum at a second call for an extraordinary shareholders’ meeting.

Resolutions at extraordinary meetings of shareholders are valid if taken by the favorable vote of shares representing more than 50% of our capital.

Notwithstanding the foregoing, resolutions at extraordinary meetings of shareholders called to discuss any of the items listed below are valid only if approved by a vote of shares representing at least 75% of our capital:

●any amendment to our bylaws that: (i) changes or deletes the authorities of our committees or (ii) eliminates or modifies any minority rights;

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●any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom;

●termination of the Participation Agreement that was entered into by SETA and the Mexican government in connection with the Mexican government’s sale of the Series BB shares to SETA;

●a merger with an entity that conducts business that is not related to the business of us or our subsidiaries; or

●a spin-off, dissolution or liquidation.

Our bylaws also establish that a delisting of our shares requires the vote of holders of 95% of our capital stock.

Veto Rights of Holders of Series BB Shares

So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at shareholders’ meetings with respect to any of the items listed below will only be valid if approved by a vote of at least 95% of our capital stock or a majority of the Series BB shares:

●approval of our financial statements and those of our subsidiaries;

●anticipated liquidation or dissolution;

●capital increases or decreases of us or of our subsidiaries;

●declaration and payment of dividends;

●amendment to our bylaws;

●mergers, spin-offs, reclassifications, consolidations or share splits;

●grant or amendment of special rights of any series of shares of our capital stock;

●any decision amending or nullifying a resolution validly taken by the Board of Directors with respect to decisions of the Board of Directors that require the affirmative vote of the directors elected by the holders of our Series BB shares; and

●any shareholder resolution with respect to a matter requiring the affirmative vote of the directors appointed by the holders of our Series BB shares.

Right of Withdrawal

Any shareholder having voted against a resolution validly adopted at a meeting of our shareholders with respect to (i) a change in our corporate purpose or nationality, (ii) a change of corporate form, (iii) a merger involving us in which we are not the surviving entity or the dilution of its capital stock by more than 10% or (iv) a spin-off, may request redemption of its shares, provided that the relevant request is filed with us within 15 days following the holding of the relevant shareholders’ meeting. The redemption of the shareholders’ shares will be effected at the lower of (a) 95% of the average trading price determined based on the average of the prices of our shares on the 30 days on which the shares may have been quoted prior to the date of the meeting or (b) the book value of the shares in accordance with the most recent audited financial statements approved by our shareholders’ meeting.

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Dividends and Distributions

At our annual ordinary general shareholders’ meeting, the Board of Directors will submit to the shareholders for their approval our financial statements for the preceding fiscal year as presented by our Chief Executive Officer. Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock. A full discussion of our dividend policy may be found in “Item 8. Financial Information—Dividends.”

Registration and Transfer

Our shares are registered with the Mexican National Securities Registry, as required under the Mexican Securities Law and regulations issued by the CNBV. Our shares are evidenced by share certificates in registered form, and registered dividend coupons may be attached thereto. Our shareholders may either hold their shares directly, in the form of physical certificates, or indirectly, in book-entry form through institutions that have accounts with Indeval. Indeval is the holder of record in respect of all such shares held in book-entry form. Indeval will issue certificates on behalf of our shareholders upon request. Accounts may be maintained at Indeval by the following participants: brokers, banks, other financial entities or other entities approved by the CNBV. We maintain a stock registry and only those persons listed in such stock registry, and those holding certificates issued by Indeval or any related Indeval participants indicating ownership, will be recognized as our shareholders. The transfer of shares must be registered in our stock registry. In the case of an international offering, the Depositary will appear in such stock registry as the registered holder of the common shares represented by the ADSs.

Series BB shares may only be transferred after conversion into Series B shares and are subject to the following rules:

●If SETA owns Series BB shares that represent less than 7.65% of our capital stock after June 14, 2015, those remaining Series BB shares will be automatically converted into freely transferable Series B shares.

●If SETA owns Series BB shares representing at least 7.65% of our capital stock after June 14, 2015, those Series BB shares may be converted into Series B shares, provided the holders of at least 51% of Series B shares (other than shares held by SETA and any of its “related persons”) approve such conversion. For purposes of our bylaws, a “related person” means, with respect to any person:

●any corporation or person, directly or indirectly, controlling, controlled by or under common control with such person;

●any corporation or person having the capacity to determine the business guidelines and policies of such person;

●in the case of an individual, an individual having a blood or civil kinship in a direct line (ascending or descending) within and including the fourth degree with such person;

●SETA; or

●with respect to SETA, its shareholders, persons related to it or any party to the operating agreement pursuant to which SETA fulfills its obligations under the Technical Assistance Agreement.

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For purposes of our bylaws, “control” of a person, with respect to any person, is defined as:

●the ownership, directly or indirectly of 20% or more of the capital stock with voting rights of such person;

●the contractual right to elect the majority of the members of the Board of Directors of the person;

●the ability to veto resolutions that could otherwise be adopted by the majority of the person’s shareholders; or

●existence of commercial relations representing the purchase of more than 15% of the total annual sales of such person.

Shareholder Ownership Restrictions and Anti-Takeover Protection

Under the Mexican Airport Law:

●no more than 5% of our outstanding capital stock may be owned by air carriers; and

●foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock. The foregoing ownership restrictions do not apply to:

●the Mexican government;

●NAFIN, in its capacity as trustee of the Ministry of Infrastructure, Communications and Transportation;

●institutions that act as depositaries for securities; and

●financial and other authorized institutions that hold securities for the account of beneficial owners (including the depositary), provided that such beneficial owners are not exempt from the ownership restrictions.

Air carriers and their subsidiaries and affiliates are not permitted, directly or indirectly, to “control” us or any of our subsidiary concession holders.

Under the Mexican Airport Law, any acquisition of control requires the prior consent of the Ministry of Infrastructure, Communications and Transportation.

For purposes of these provisions, “related person” and “control” are defined above under “Registration and Transfer.”

The Mexican Securities Law contains provisions relating to public tender offers and certain other share acquisitions. Any intended acquisition of our shares that results in the acquirer obtaining control of our voting shares (our Series B shares and Series BB shares considered together) requires the acquirer, with the prior approval of the CNBV, to make a mandatory public tender offer for the greater of (i) the percentage of the capital stock intended to be acquired or (ii) 10% of our capital stock. Any intended acquisition of our shares that is aimed at obtaining control requires the potential acquirer to make a mandatory tender offer for 100% of our outstanding capital stock (in addition to the approval of the Ministry of Infrastructure, Communications and Transportation). The tender offer must be made at the same price to all shareholders and classes of shares. Our Board of Directors must issue its opinion of any tender offer resulting in a change of control, which opinion must take into account minority shareholder rights and which may be accompanied by an independent fairness opinion. Directors and principal officers are required to disclose whether they will participate in the tender.

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Under the Mexican Securities Law, all tender offers must be open for at least 20 business days, and purchases thereunder are required to be made pro rata to all tendering shareholders. The Mexican Securities Law only permits the payment of certain amounts to controlling shareholders over and above the offering price if these amounts are fully disclosed, approved by the Board of Directors and paid solely in connection with non-compete or similar obligations.

Certain Minority Protections

Pursuant to the Mexican Securities Law and the Mexican General Law of Business Corporations, there are several protections afforded to minority shareholders. These protections include provisions that permit:

●holders of at least 10% of our outstanding capital stock:

- to vote (including in a limited or restricted manner) to request a call for a shareholders’ meeting;

- to request that resolutions with respect to any matter on which they were not sufficiently informed be postponed; and

- to appoint one member of our Board of Directors and one alternate member of our Board of Directors.

●holders of 20% of our outstanding capital stock to oppose any resolution adopted at a shareholders’ meeting and file a petition for a court order to suspend the resolution temporarily, within 15 days following the adjournment of the meeting at which the action was taken, provided that (i) the challenged resolution violates Mexican law or our bylaws, (ii) the opposing shareholders neither attended the meeting nor voted in favor of the challenged resolution and (iii) the opposing shareholders deliver a bond to the court to secure payment of any damages that we may suffer as a result of suspending the resolution, in the event that the court ultimately rules against the opposing shareholders; and

●holders of 5% of our outstanding capital stock may initiate a shareholder derivative suit against some or all of our directors, for our benefit, for violations of their duty of care or duty of loyalty, in an amount equal to the damages or losses caused to us. Actions initiated on these grounds have a five year statute of limitations.

Changes in Capital Stock

Increases and reductions of our capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations.

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock, other than (i) for purposes of conducting a public offering of the shares issued as a result of such increase, (ii) in connection with mergers, (iii) with respect to the resale of repurchased shares or (iv) in connection with the conversion of convertible securities, our shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time. Such preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Law of Business Corporations, by subscription and payment of the relevant stock within 15 business days after the date of publication of the corresponding notice to our shareholders through the electronic system established by the Mexican Ministry of Economy (Secretaría de Economía), provided that if at the corresponding meeting all of our shares are duly represented, the 15-calendar day period shall commence on the date of the meeting.

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Our capital stock may be reduced by resolution of a shareholders’ meeting taken pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon withdrawal of a shareholder as provided in Section 206 of the Mexican General Law of Business Corporations (see “—Voting Rights and Shareholders’ Meetings—Right of Withdrawal”) or by repurchase of our own stock in accordance with the Mexican Securities Law (see “—Share Repurchases”).

Share Repurchases

We may choose to acquire our own shares through the Mexican Stock Exchange and NASDAQ on the following terms and conditions:

●the acquisition must be carried out through the Mexican Stock Exchange;

●the acquisition must be carried out at market price, unless a public offer or auction has been authorized by the CNBV;

●the acquisition must be carried out against our paid in capital, and shares acquired will be held as treasury stock without any requirement to adopt a reduction in capital stock or reduce our capital stock, in which case, such shares will be cancelled;

●the annual ordinary shareholders’ meeting shall determine the maximum amount of funds to be used in the fiscal year for the repurchase of shares;

●we may not be delinquent on payments due on any outstanding debt issued by us that is registered with the Mexican National Securities Registry; and

●any acquisition of shares must be in conformity with the requirements of Article 54 of the Mexican Securities Law, and we must maintain a sufficient number of outstanding shares to meet the minimum trading volumes required by the stock markets on which our shares are listed.

Ownership of Capital Stock by Subsidiaries

Our subsidiaries may not, directly or indirectly, invest in our shares, except for shares of our capital stock acquired as part of an employee stock option plan and in conformity with the Mexican Securities Law.

Repurchase Obligation

Pursuant to the Mexican Securities Law, in the event that we decide to cancel the registration of our shares in the Mexican National Securities Registry and the listing of our shares on the Mexican Stock Exchange, or if the CNBV orders such cancellation, we will be required to conduct a tender offer for the purchase of stock held by minority shareholders and to create a trust for a period of six months, with amounts sufficient to purchase all shares not participating in the tender offer. Under the law, controlling shareholders will be secondarily liable for these obligations. The price at which the stock must be purchased shall be the higher of (i) the average of the trading price on the Mexican Stock Exchange during the last 30 days on which the shares were quoted prior to the date on which the tender offer is made or (ii) the book value of such shares as determined pursuant to our latest quarterly financial information filed with the CNBV and the Mexican Stock Exchange. If the tender for cancellation is requested by the CNBV, it must be initiated within 180 days from the date of the request. If requested by us, under the Mexican Securities Law, the cancellation must be approved by 95% of our shareholders.

Liquidation

Upon our dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up our affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

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Other Provisions

Liabilities of the Members of the Board of Directors

The Mexican Securities Law imposes a duty of care and a duty of loyalty on directors. The duty of care requires our directors to act in good faith and in the best interests of the Company. For such purpose, our directors are required to obtain the necessary information from the chief executive officer, the executive officers, the external auditors or any other person in order to act in our best interests. Our directors are liable for damages and losses caused to us and our subsidiaries as a result of violations of this duty of care.

The duty of loyalty requires our directors to preserve confidential information received in connection with the performance of their duties and to abstain from discussing or voting on matters in which they have a conflict of interest. In addition, the duty of loyalty is violated if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the Board of Directors, a director takes advantage of a corporate opportunity. The duty of loyalty is also violated by (i) failing to disclose to the Audit Committee or the external auditors any irregularities that the director encounters in the performance of his or her duties or (ii) disclosing information that is false or misleading or omitting to record any transaction in our records that could affect our financial statements. Directors are liable for damages and losses caused to us and our subsidiaries for violations of this duty of loyalty. This liability also extends to damages and losses caused as a result of benefits obtained by the director or directors or third parties, as a result of actions of such directors.

Our directors may be subject to criminal penalties of up to 12 years’ imprisonment for certain illegal acts involving willful misconduct that result in losses to us. Such acts include the alteration of financial statements and records.

Liability actions for damages and losses resulting from the violation of the duty of care or the duty of loyalty may be exercised solely for our benefit and may be brought by the company or by shareholders representing 5% or more of the capital stock of the company, and criminal actions may only be brought by the Mexican Ministry of Finance and Public Credit, after consulting with the CNBV.

As a safe harbor for directors, the Mexican Securities Law provides that the liabilities specified above will not be applicable if (i) the director acted in good faith and complies with applicable law and the bylaws; (ii) facts based upon information are provided by officers or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt; (iii) the director selects the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable; and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting.

In addition to the duty of care and duty of loyalty required by the Mexican Securities Law, our bylaws provide that, from the date on which at least 51% of our capital stock is listed on a stock exchange, a member of the Board of Directors will be liable to us and our shareholders in the following circumstances:

●negligence resulting in the loss of more than two-thirds of our capital stock and that results in our dissolution;

●bankruptcy, subject to certain conditions, when the actions taken by the Board of Directors results in a declaration of insolvency (concurso mercantil);

●breaching any of the duties set forth under our bylaws; and

●failure to report irregularities in the actions of former members of the Board of Directors.

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The members of the Board of Directors are liable to our shareholders only for the loss of net worth suffered as a consequence of disloyal acts carried out in excess of their authority or in violation of our bylaws. The Company, in any case, is required to indemnify and hold the relevant officers, members of the Board of Directors and the Secretary harmless from any liability that they may incur with respect to third parties in the performance of their duties, which shall include (a) the indemnity amount to be paid for the damages caused by their acts to third parties and, (b) the expenses they may incur (including, without limitation, legal and advisory fees) in connection with item (a) of this paragraph, provided that such expenses are reasonable and duly documented, except in cases of fraud, willful misconduct, or illegal acts under the Mexican Securities Law and other laws.

Information to Shareholders

The Mexican Securities Law establishes that companies, acting through their boards of directors, must annually present a report at a shareholders’ meeting that includes the following:

●a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects;

●a report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information;

●a statement of the financial condition of the company at the end of the fiscal year;

●a statement showing the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year;

●the notes that are required to complete or clarify the above mentioned information; and

●the report prepared by the Audit Committee with respect to the accuracy and reasonability of the above mentioned information presented by the Board of Directors.

In addition to the foregoing, our bylaws provide that the Board of Directors should also prepare the information referred to above with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).

Duration

The duration of our corporate existence is indefinite.

Shareholders’ Conflict of Interest

Under Mexican law, any shareholder that has a conflict of interest with respect to any transaction must abstain from voting and from being present and participating in discussions thereon at the relevant shareholders’ meeting. A shareholder that votes on a transaction in which its interest conflicts with ours may be liable for damages in the event the relevant transaction would not have been approved without such shareholder’s vote.

Directors’ Conflict of Interest

Under Mexican law, any director who has a conflict of interest in any transaction must disclose such fact to the other directors and abstain from voting on such transaction. Any director who violates such provision will be liable to us for any resulting damages or losses.

Certain Differences between Mexican and U.S. Corporate Law

The Mexican General Law of Business Corporations and the Mexican Securities Law, which apply to us, differ in certain material respects from laws generally applicable to U.S. corporations and their shareholders.

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Independent Directors

The Mexican Securities Law requires that 25% of the directors of Mexican public companies be independent. Pursuant to the rules and regulations of the NASDAQ National Market, foreign companies subject to reporting requirements under the U.S. federal securities laws and listed on the NASDAQ National Market must maintain a committee responsible for Audit Functions comprised entirely of independent directors as defined in the U.S. federal securities laws.

Mergers, Consolidations and Similar Arrangements

A Mexican company may merge with another company only if a majority of the shares representing its outstanding capital stock approves the merger at a duly convened general extraordinary shareholders’ meeting, unless the company’s bylaws impose a higher threshold. Dissenting shareholders are not entitled to appraisal rights. Creditors have 90 days to oppose a merger judicially, provided they have a legal interest to oppose the merger.

Under Delaware law, with certain exceptions, a merger, consolidation, or sale of all or substantially all the assets of a corporation must be approved by the Board of Directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive payment in the amount of the fair market value of the shares held by the shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction. Delaware law also provides that a parent corporation, by resolution of its Board of Directors and without any shareholder vote, may merge with any subsidiary of which it owns at least 90% of each class of capital share. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.

Anti-Takeover Provisions

Subject to the approval of the CNBV, the Mexican Securities Law permits public companies to include anti-takeover provisions in their bylaws that restrict the ability of third parties to acquire control of the company without obtaining approval of the company’s board of directors.

Under Delaware law, corporations can implement shareholder rights plans and other measures, including staggered terms for directors and super-majority voting requirements, to prevent takeover attempts. Delaware law also prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the shareholder became an interested shareholder unless:

● prior to the date of the transaction in which the shareholder became an interested shareholder, the board of directors of the corporation approves either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;

● upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owns at least 85% of the voting stock of the corporation, excluding shares held by directors, officers and employee stock plans; or

● at or after the date of the transaction in which the shareholder became an interested shareholder, the business combination is approved by the board of directors and authorized at a shareholders’ meeting by at least 66 2/3% of the voting stock, which is not owned by the interested shareholder.

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Shareholders’ Suits

As mentioned above, holders of 5% of our outstanding shares may initiate action against some or all of our directors for violations of their duty of care or duty of loyalty, for our benefit, in an amount equal to the damages or losses caused to us. Actions initiated on these grounds have a five-year statute of limitations and will not be applicable if the relevant directors acted under any of the exclusions set forth under the Mexican Securities Law. Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012. However, these rules and procedures are different and more limited than those in place in the United States.

Class actions and derivative actions are generally available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In these kinds of actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with the action.

Shareholder Proposals

Under Mexican law and our bylaws, holders of at least 10% of our outstanding capital stock are entitled to appoint one member of our Board of Directors and his or her alternate.

Delaware law does not include a provision restricting the manner in which nominations for directors may be made by shareholders or the manner in which business may be brought before a meeting.

Calling of Special Shareholders’ Meetings

Under Mexican law and our bylaws, a shareholders’ meeting may be called by the Board of Directors, any two directors, the chairman, the secretary, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee. Any shareholder or group of shareholders with voting rights representing at least 10% of our capital stock may request that the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee call a shareholders’ meeting to discuss the matters indicated in the written request. If the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following date of the written request, the shareholder or group of shareholders may request that a competent court call the meeting. A single shareholder may call a shareholders’ meeting if no meeting has been held for two consecutive years or if matters to be dealt with at an ordinary shareholders’ meeting have not been considered.

Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.

Cumulative Voting

Under Mexican law, cumulative voting for the election of directors is not permitted.

Under Delaware law, cumulative voting for the election of directors is permitted only if expressly authorized in the certificate of incorporation.

Approval of Corporate Matters by Written Consent

Mexican law permits shareholders to take action by unanimous written consent of the holders of all shares entitled to vote. These resolutions have the same legal effect as those adopted in a general or special shareholders’ meeting. The board of directors may also approve matters by unanimous written consent.

Delaware law permits shareholders to take action by written consent of holders of outstanding shares having more than the minimum number of votes necessary to take the action at a shareholders’ meeting at which all voting shares were present and voted.

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Amendment of Certificate of Incorporation

Under Mexican law, it is not possible to amend a company’s certificate of incorporation (acta constitutiva). However, the provisions that govern a Mexican company are contained in its bylaws, which may be amended as described below. Under Delaware law, a company’s certificate of incorporation generally may be amended by a vote of the majority of shareholders entitled to vote thereon (unless otherwise provided in the Certificate of Incorporation), subsequent to a resolution of the board of directors proposing such amendment.

Amendment of Bylaws

Under Mexican law, amending a company’s bylaws requires shareholder approval at an extraordinary shareholders’ meeting. Mexican law requires that at least 75% of the shares representing a company’s outstanding capital stock be present at the meeting in the first call (unless the bylaws require a higher threshold) and that the resolutions be approved by a majority of the shares representing a company’s outstanding capital stock. In addition, pursuant to our bylaws, the amendment of our bylaws requires the approval of either (i) holders of at least 95% of our outstanding capital stock or (ii) holders of at least a majority of our outstanding capital stock, including, for so long as the Series BB shares represent at least 7.65% of our capital stock, a majority of holders of Series BB shares.

Under Delaware law, holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the directors of the corporation, have the power to adopt, amend and repeal the bylaws of a corporation.

Staggered Board of Directors

Mexican law does not permit companies to have a staggered board of directors, while Delaware law does permit corporations to have a staggered board of directors.

MATERIAL CONTRACTS

Our subsidiaries are parties to the airport concessions granted by the Ministry of Infrastructure, Communications and Transportation under which we are required to construct, operate, maintain and develop the airports in exchange for certain benefits. See “—Sources of Regulation” and “—Scope of Concessions and General Obligations of Concession Holders” under “Regulatory Framework” in Item 4.

We are a party to a participation agreement with SETA and the Ministry of Infrastructure, Communications and Transportation that establishes the framework for several other agreements to which we are a party. See “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

We have entered into a Technical Assistance Agreement with SETA providing for management and consulting services. The Technical Assistance Agreement was amended on December 14, 2020 with effect as of December 14, 2020. See “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

EXCHANGE CONTROLS

Mexico has had free market for foreign exchange since 1991, and the government has allowed the peso to float freely against the U.S. dollar since December 1994. The government may not maintain its current foreign exchange policies. See “Item 3. Key Information—Exchange Rates.”

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TAXATION

The following summary contains a description of the material anticipated U.S. and Mexican federal income tax consequences of the purchase, ownership and disposition of our Series B shares or ADSs by a beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income tax on a net income basis in respect of our Series B shares or ADSs and that is a “non-Mexican holder” (as defined below) (a “U.S. holder”), but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase our Series B shares or ADSs. In particular, the summary deals only with U.S. holders that will hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding shares by vote or value, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and persons holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes, or entities that are treated as partnerships for U.S. federal income tax purposes (or partners therein). In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder, or the Medicare tax on net investment income.

The summary is based upon the federal income tax laws of the United States and Mexico as in effect on the date of this Form 20-F, including the provisions of the income tax treaty between the United States and Mexico and protocol thereto (the “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law. In addition, a “Treaty Country” is a jurisdiction that has a treaty that provides for the avoidance of double taxation in force with Mexico. Prospective investors in our Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.

For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico and that will not hold the Series B shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment or fixed base in Mexico.

For purposes of Mexican taxation, the definition of residency is highly technical, and residency results in several situations. Generally an individual is a resident of Mexico if he or she has established his or her home in Mexico, and a corporation is a resident if it is incorporated under Mexican law or it has its center of interests in Mexico. An individual who has a home in Mexico and another country will be considered to be a resident of Mexico if Mexico is the individual’s significant center of interest. An individual’s significant center of interest will be considered Mexico in the following circumstances, among other factors: (i) when more than 50% of such person’s total yearly income originates in Mexico and (ii) when Mexico is the individual’s principal place of business. Additionally, Mexican officers and employees working for the Mexican government but living outside of Mexico will be considered to be Mexican residents even if their significant center of interest is not in Mexico. However, any determination of residence should take into account the particular situation or each person or legal entity.

In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the beneficial owners of the Series B shares represented by those ADSs.

Taxation of Dividends

Mexican Tax Considerations

Dividends paid to non-Mexican holders with respect to our Series B shares and, as a consequence, with respect to ADSs, are subject to Mexican withholding tax at the rate of 10% on the gross amount of the dividend distributed. This withholding tax may not apply to dividend distributions related to certain retained earnings for years prior to 2013. Such 10% withholding tax will be remitted to the Mexican tax authorities as a definitive payment on behalf of the non-Mexican holders.

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Non-Mexican holders that are residents of a Treaty Country may be entitled to a benefit under the provisions of the applicable treaty, such as a reduced tax rate; therefore, each non-Mexican holder should consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances. For Mexican tax purposes, in order to be entitled to the benefits of any tax treaty, non-Mexican holders must demonstrate that they are tax residents of the corresponding country by means of a tax residency certificate and comply with the procedural provisions set forth in the treaty and in the Mexican Income Tax Law.

U.S. Federal Income Tax Considerations

Subject to the discussion below regarding the passive foreign investment company rules, the gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally will be includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the U.S. holder in the case of Series B shares, or by the depositary in the case of ADSs, and will not be eligible for the dividends received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs. We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes. Distributions, which will be made in pesos, will be includible in the income of a U.S. holder in a U.S.-dollar amount calculated by reference to the exchange rate in effect on the date they are received by the U.S. holder in the case of Series B shares, or the depositary in the case of ADSs, whether or not they are converted into U.S. dollars. If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions.

Dividends generally will be treated as “passive category” income from foreign sources for U.S. foreign tax credit limitation purposes. A U.S. holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit for any Mexican withholding tax imposed with respect to the Series B shares or ADSs. However, as a result of recent changes to the U.S. foreign tax credit rules, for taxable years beginning after December 28, 2021, Mexican tax generally will need to satisfy certain additional requirements in order to be considered a creditable tax for a U.S. holder, except in the case of a U.S. holder that is eligible for, and properly claims, the benefits of the U.S.-Mexico Tax Treaty. We have not determined whether these requirements have been met, and, accordingly, no assurance can be given that any Mexican withholding tax will be creditable. Alternatively, a U.S. holder may elect to deduct Mexican withholding taxes in computing such U.S. holder’s taxable income (provided that the U.S. holder elects to deduct, rather than credit, all foreign income taxes paid or accrued for the relevant taxable year). The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions, involves the application of rules that depend on a U.S. holder’s particular circumstances. The rules governing the foreign tax credit are complex and U.S. holders are urged to consult their own tax advisors whether, and to what extent, a foreign tax credit will be available in light of their particular circumstances .

Subject to certain exceptions for short-term and hedged positions, the U.S.-dollar amount of dividends received by an individual U.S. holder with respect to the ADSs will be subject to taxation at preferential rates if the dividends are “qualified dividends.” Dividends paid on the Series B shares or ADSs will be treated as qualified dividends if: (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that has been approved for the purposes of the qualified dividend rules, and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the years in which the dividend is paid, a passive foreign investment company (a “PFIC”). The income tax treaty between the United States and Mexico has been approved for the purposes of the qualified dividend rules. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2020 and 2021 taxable years. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2022 taxable year.

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Taxation of Dispositions of Shares or ADSs

ADSs-Mexican Tax Considerations

Non-Mexican holders are liable for income tax in Mexico with respect to income derived from sources of wealth located within the national territory. The Mexican Income Tax Law locates the source of wealth for capital gains within the national territory when the shares that are sold were issued by a Mexican resident entity. Deposits and withdrawals of our Series B shares in exchange for ADSs will not give rise to Mexican tax or transfer duties.

The Mexican income taxation of the proceeds of a sale of our Series B shares or ADSs by a non-Mexican holder differs based on the jurisdiction of the holder, the method of effecting the sale, and a number of other factors. The various outcomes are summarized as follows:

Non-Mexican Holder Not Resident in Treaty Country

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is not resident of a Treaty Country will be subject to Mexican withholding tax at the rate of 10% on the gain realized on such sale if the transaction is carried out through the Mexican Stock Exchange or other recognized markets. According to the Mexican Income Tax Law, Mexican stock intermediaries participating in these transactions are obligated to apply the aforementioned withholding. There are no clear rules in those cases in which a non-Mexican intermediary is involved, thus the non-Mexican holder could be obliged to remit the corresponding income tax to the Mexican tax authorities directly.

Non-Mexican Holder Resident in Treaty Country

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is resident of a Treaty Country will not be subject to any Mexican tax if the transaction is carried out through the Mexican Stock Exchange, or any other recognized market, provided that certain requirements set forth by the Mexican Income Tax Law are complied with. A letter stating that the non-Mexican holder is resident in a Treaty Country shall be provided to the financial intermediary obligated to apply the withholding.

Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of the Series B shares, so long as the holder did not own, directly or indirectly, 25% or more of our capital stock (including through ADSs) within the 12-month period preceding such sale or other disposition.

Sales Not Subject to the Reduced 10% Withholding Rate

For a non-Mexican holder that does not carry out the sale through an authorized stock exchange, the proceeds obtained from the sale or disposition of our Series B shares or ADSs will be subject to a 25% tax on the full sale price. Under certain circumstances, and provided certain requirements set forth by the Mexican Income Tax Law are complied with, non-Mexican holders, alternatively, may pay a 35% tax on the gain obtained from the transaction. This 25%/35% regime would also apply in the following cases: (i) sales of our Series B shares or ADSs that were acquired by the transferor outside of the Mexican Stock Exchange, or other recognized markets set forth in the Mexican Federal Tax Code; (ii) sales made by a person or group of persons that, directly or indirectly, holds 10% or more of the shares representing our capital stock, or that holds a controlling interest in us, if in a period of 24 months, a sale of 10% or more of our fully-paid shares, or of a controlling interest in us, is carried out through one or several simultaneous or successive transactions, including those carried out through derivative instruments or other similar transactions; (iii) pre-negotiated trades executed through the facilities of the Mexican Stock Exchange; and (iv) trades of shares obtained as a result of our merger or spin-off, in certain cases.

In cases in which the 25%/35% regime is applicable, if the non-Mexican holder is a resident of a Treaty Country, a reduced withholding rate may be applicable if certain requirements are met according to the corresponding Treaty. Each holder is urged to consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances.

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U.S. Federal Income Tax Considerations

Assuming we are not treated as a PFIC (as discussed above under Taxation of Dividends—U.S. Federal Income Tax Considerations), upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and such U.S. holder’s tax basis in the Series B shares or ADSs. Gain or loss recognized by a U.S. holder on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs have been held for more than one year. Long-term capital gain recognized by a U.S. holder that is an individual is subject to lower rates of federal income taxation than ordinary income or short-term capital gain. The deduction of a capital loss is subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the Series B shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes. In addition, as a result of recent changes to the foreign tax credit rules, for taxable years beginning after Decebmer 28, 2021, any Mexican tax imposed on the sale or other disposition of the Series B shares or ADSs is unlikely to be treated as creditable, unless the U.S. Holder is eligible for and elects the benefits of the Tax Treaty. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares.

Other Mexican Taxes

There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

Specified Foreign Financial Assets

Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the Series B shares or ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders that fail to report the required information could be subject to substantial penalties. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the Class B shares or ADSs, including the application of the rules to their particular circumstances.

U.S. Backup Withholding Tax and Information Reporting Requirements

In general, information reporting requirements will apply to payments by a paying agent within the United States to a non-exempt U.S. holder of dividends in respect of the Series B shares or ADSs or the proceeds received on the sale or other disposition of the Series B shares or ADSs, and a backup withholding tax may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number to the paying agent. Backup withholding is not an additional tax. Amounts withheld as backup withholding tax will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the U.S. Internal Revenue Service.

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A holder that is a foreign corporation or a non-resident alien individual may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

DOCUMENTS ON DISPLAY

The materials included in this annual report on Form 20-F, and exhibits hereto, may be viewed at the SEC’s public reference room in Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports and information statements and other information regarding us. The reports and information statements and other information about us can also be downloaded from the SEC’s website.

A translation of this annual report on Form 20-F will be filed with the Mexican Stock Exchange and will be available for consultation through the Mexican Stock Exchange.

The person responsible of handling requests from investors and analysts on our behalf is our Chief Financial Officer, Ruffo Pérez Pliego del Castillo, who can be reached at Plaza Metrópoli Patriotismo, Piso 5, Av. Patriotismo 201, Col. San Pedro de los Pinos, Benito Juárez , Ciudad de México, México.

Item 11.        Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rate Risk

Our principal exchange rate risk involves changes in the value of the Mexican peso relative to the U.S. dollar. Historically, a significant portion of the revenues generated by our airports (principally derived from passenger charges for international passengers) has been denominated in or linked to the U.S. dollar, although such revenues are largely collected in Mexican pesos based on the average exchange rate for the prior month. In 2019, 2020 and 2021, 14.2%, 10.1% and 13.4%, respectively, of our consolidated revenues were derived from passenger charges for international passengers. A depreciation of the Mexican peso as compared to the U.S. dollar, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, in which case, we may provide discounts to passenger charges or to the airlines. In addition, if the peso appreciates as compared to the U.S. dollar, we may underestimate the specific prices we can charge for regulated services and be unable to adjust our prices upwards to maximize our regulated revenues.

In addition, we did not have U.S. dollar-denominated debt as of December 31, 2021. Future decreases in the value of the peso relative to the U.S. dollar will increase the cost in pesos of servicing such indebtedness. Our cash balance denominated in U.S. dollars was Ps.78,940 thousand on December 31, 2019, Ps.79,552 thousand on December 31, 2020 and Ps.21,666 thousand on December 31, 2021. See Note 21 to our audited consolidated financial statements for additional disclosures about market risk.

Item 12.        Description of Securities Other Than Equity Securities

Not applicable.

Item 12A.     Debt Securities

Not applicable.

Item 12B.     Warrants and Rights

Not applicable.

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Item 12C.     Other Securities

Not applicable.

Item 12D.     American Depositary Shares

JPMorgan Chase Bank, N.A., serves as the depositary for our ADSs, and the address of its principal office is 4 New York Plaza, Floor 12, New York, New York, 10004. ADS holders are required to pay various fees to the depositary. On August 9, 2016, the Deposit Agreement among us and the depositary was amended to, among other things, implement certain changes in the form of American Depositary Receipt.

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The following table sets forth the fees and charges that a holder of our ADSs may have to pay, directly or indirectly. For more complete information regarding ADRs, you should read the entire deposit agreement and the form of ADR.

Service	Fee or Charge Amount	Payee
Issuance and delivery of ADRs against deposits of shares, including deposits in respect of share distributions, rights and other distributions	U.S. $5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	JPMorgan Chase Bank, N.A.
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates	U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	JPMorgan Chase Bank, N.A.
Any cash distribution to ADS registered holders	U.S.$0.05 (or less) per ADS	JPMorgan Chase Bank, N.A.
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders	A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	JPMorgan Chase Bank, N.A.
Depositary services	U.S.$0.05 (or less) per ADS per calendar year	JPMorgan Chase Bank, N.A.
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares	U.S.$1.50 per ADR plus applicable registration or transfer fees	JPMorgan Chase Bank, N.A.
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)	Expenses of the depositary	JPMorgan Chase Bank, N.A.
Converting foreign currency to U.S. dollars	Expenses of the depositary	JPMorgan Chase Bank, N.A.
Other fees, as necessary	Taxes and other governmental charges JPMorgan Chase Bank, N.A., or the custodian has to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	JPMorgan Chase Bank, N.A.
Other fees, as necessary	Any charges incurred by JPMorgan Chase Bank, N.A., or its agents for servicing the deposited securities	JPMorgan Chase Bank, N.A.

The depositary of our ADSs, JPMorgan Chase Bank, N.A., collects its fees directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects these fees by deducting them from the amounts distributed or by selling a portion of distributable property to pay the fees. For example, the depositary may deduct from cash distributions, directly bill investors or charge the book-entry 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.

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The following table sets forth the amounts that we received in 2021, directly or indirectly, from JPMorgan Chase Bank N.A., as depositary of our ADSs:

Description	Amount
For expenses related to the establishment of the facility including, but not limited to, investor relations expenses, the initial NASDAQ application and listing fees or any other program-related expenses.	U.S.$	—
For expenses related to the administration and maintenance of the facility including, but not limited to, investor relations expenses, the annual NASDAQ listing fees or any other program-related expenses.	U.S.$	155,638

JPMorgan Chase Bank, N.A., as depositary of our ADSs, has agreed to reimburse us for expenses it incurs that are related to establishment and maintenance expenses of the ADS program. The depositary has agreed to reimburse us for its continuing annual stock exchange listing fees. It has also agreed to reimburse us annually for certain investor relationship programs. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

PART II

Item 13.        Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14.        Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15.        Controls and Procedures

(a)          Disclosure Controls and Procedures

We have evaluated, with the participation of our chief executive officer and chief financial officer, the design and operation of our disclosure controls and procedures as of December 31, 2021.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that as of December 31, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

175

(b)          Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Under the supervision of our chief executive officer and chief financial officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2021.

In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control—Integrated Framework (2013), which has been early-adopted.

Based on our assessment and those criteria, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2021. Additionally, Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited, the independent registered public accounting firm that has audited our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting.

176

(c)          Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm to the Shareholders and the Board of Directors of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated April 29, 2022, expressed an unqualified opinion on those financial statements and included an emphasis of matter paragraph related to the effects of the outbreak of coronavirus disease (“COVID-19”) stated in note 3d, and, an explanatory paragraph related to the translation of Mexican peso amounts into U.S. dollar amounts in conformity with the basis stated in note 3f.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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.

177

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.

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

/s/ Jorge Omar Esquivel Romero

C.P.C. Jorge Omar Esquivel Romero

México City, Mexico

April 29, 2022

(d)          Changes in Internal Control over Financial Reporting

There has been no change in internal controls over financial reporting during 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(e) COVID-19 Pandemic

As a result of the COVID-19 pandemic and related advisories and restrictions put in place by the Mexican government in March and April 2020, and the recommendations to stay at home depending on the alert level of the epidemiological “traffic light” system implemented by the Mexican government after May 2020, the Company implemented remote working arrangements for certain employees, which have not impacted our automated systems. These measures have not impacted our internal control over financial reporting in 2021 as the processes established in the Company’s policies and procedures remain in force.

Item 16.        [Reserved]

Item 16A.     Audit Committee’s Financial Expert

Our Board of Directors has determined that Mr. Martin Werner Wainfeld, a member of our Audit Committee, qualifies as an “audit committee financial expert” and as independent within the meaning of this Item 16A. The shareholders’ meeting of April 30, 2019, appointed Mr. Martin Werner Wainfeld as the independent director required by the Mexican Securities Law and applicable NASDAQ listing standards and as an “audit committee financial expert” within the meaning of this Item 16A. See “Item 6. Directors, Senior Management and Employees—Directors.

Item 16B.     Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our Board of Directors, chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions as well as to our other officers and employees. Our code of ethics is filed as an exhibit to this Form 20-F and is available on our website at www.oma.aero. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

178

Item 16C.     Principal Accountant Fees and Services Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors, Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited (Deloitte), during the fiscal years ended December 31, 2020 and 2021:

	2020		2021
	(in thousands of pesos)
Audit fees	Ps.	12,502	Ps.	12,802
Tax fees		—		—
All other fees		—		175
Total fees	Ps.	12,502	Ps.	12,977

Audit fees in the above table are the aggregate fees billed by Deloitte in connection with audits of both our consolidated financial statements and those financial statements of our subsidiaries and other statutory audit reports, in addition to their internal control attestation report.

All other fees in the above table are fees billed by Deloitte for services in connection with services rendered other than audit and tax services.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee has not established pre-approval policies and procedures for the engagement of our independent auditors for services. Our Audit Committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.

Item 16D.     Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.     Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The tables below set forth, for the periods indicated, the total number of shares purchased by us or on our behalf, or by or on behalf of an “affiliated purchaser,” the average price paid per share, the total number of shares purchased as a part of a publicly announced repurchase plan or program and the maximum number (or approximate U.S.-dollar value) of shares that may yet be purchased under our plans and programs.

179

SHARES REPURCHASED BY US PURSUANT TO THE SHARE REPURCHASE PROGRAM

			(c)  Total number of	(d)  Maximum
			shares purchased as	number of shares
		(b)  Average price	part of publicly	that may yet be
	(a)  Number of shares	paid or received per	announced plans or	purchased under the
2021	purchased (issued)	share in pesos	programs (issued)	plans or programs
January 1–31	—	—	—	N/A
February 1–28	—	—	—	N/A
March 1–31	—	—	—	N/A
April 1–30	—	—	—	N/A
May 1–31	—	—	—	N/A
June 1–30	—	—	—	N/A
July 1–31	—	—	—	N/A
August 1–31	3,736,531	120	—	N/A
September 1–30	205,600	122	—	N/A
October 1–31	—	—	—	N/A
November 1–30	—	—	—	N/A
December 1–31	—	—	—	N/A
Total	3,942,131	121	—	N/A

SHARES PURCHASED BY SETA

			(c)  Total number of	(d)  Maximum
			shares purchased as	number of shares
		(b)  Average price paid	part of publicly	that may yet be
	(a) Number of shares	or received per share	announced plans or	purchased under the
2020	purchased	in pesos	programs	plans or programs
January 1–31	—	—	—	N/A
February 1–28	—	—	—	N/A
March 1–31	—	—	—	N/A
April 1–30	—	—	—	N/A
May 1–31	—	—	—	N/A
June 1–30	—	—	—	N/A
July 1–31	—	—	—	N/A
August 1–31	—	—	—	N/A
September 1–30	—	—	—	N/A
October 1–31	—	—	—	N/A
November 1–30	—	—	—	N/A
December 1–31	—	—	—	N/A
Total	—	—	—	N/A

180

SHARES PURCHASED BY AERODROME

			(c)  Total number of	(d)  Maximum
			shares purchased as	number of shares
		(b)  Average price paid	part of publicly	that may yet be
	(a) Number of shares	or received per share	announced plans or	purchased under the
2020	purchased	in pesos	programs	plans or programs
January 1–31	—	—	—	N/A
February 1–28	—	—	—	N/A
March 1–31	—	—	—	N/A
April 1–30	—	—	—	N/A
May 1–31	—	—	—	N/A
June 1–30	—	—	—	N/A
July 1–31 (1)	60,155,201	137	—	N/A
August 1–31	—	—	—	N/A
September 1–30	—	—	—	N/A
October 1–31	—	—	—	N/A
November 1–30	—	—	—	N/A
December 1–31	—	—	—	N/A
Total	60,155,201	137	—	N/A

(1) On May 24, 2021, Aerodrome announced a Schedule tender offer with a price of Ps.137 per Series B shares. The expiration date was June 30,2021 and the settlement date was July 9, 2021. For more information see “Item 5. Operating and Financial Review and Prospects—Recent Developments—Purchase of shares by Fintech Holdings Inc. and its affiliates”.

SHARES PURCHASED BY FINTECH

			(c)  Total number of	(d)  Maximum
			shares purchased as	number of shares
		(b)  Average price paid	part of publicly	that may yet be
	(a) Number of shares	or received per share	announced plans or	purchased under the
2020	purchased	in pesos	programs	plans or programs
January 1–31	—	—	—	N/A
February 1–28	—	—	—	N/A
March 1–31	—	—	—	N/A
April 1–30	—	—	—	N/A
May 1–31	—	—	—	N/A
June 1–30	—	—	—	N/A
July 1–31	—	—	—	N/A
August 1–31	—	—	—	N/A
September 1–30	—	—	—	N/A
October 1–31	—	—	—	N/A
November 1–30	—	—	—	N/A
December 1–31	—	—	—	N/A
Total	—	—	—	N/A

Item 16F.      Change in Registrant’s Certifying Accountant

Not applicable.

181

Item 16G.     Corporate Governance

Pursuant to Rule 5615(a)(3) of the NASDAQ Stock Market, Inc. (NASDAQ) Marketplace Rules, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NASDAQ listing standards. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Our corporate governance practices are governed by our bylaws, the Mexican Securities Law and the regulations issued by the CNBV.

On December 30, 2005, a new Mexican Securities Law was published in the Federal Official Gazette, which became effective on June 28, 2006.

The table below discloses the significant differences between our corporate governance practices and the NASDAQ standards.

NASDAQ Standards	Our Corporate Governance Practice
Director Independence. Majority of board of directors must be independent and directors deemed independent must be identified in a listed company’s proxy statement (or annual report on Form 10-K or 20-F if the issuer does not file a proxy statement). “Controlled companies,” which would include us if we were a U.S. issuer, are exempt from this requirement. A controlled company is one in which more than 50% of the voting power is held by an individual, group or another company, rather than the public. Rules 5605(b)(1), 5615(c)(1) & (c)(2).	Director Independence. Pursuant to the Mexican Securities Law, we are required to have a board of directors composed of a maximum of 21 members, 25% of whom must be independent. One alternate director may be appointed for each principal director; provided that the alternates for the independent director must also be independent. Certain persons are per se non-independent, including insiders, control persons, major suppliers, and any relatives of such persons. In accordance with the Mexican Securities Law, our shareholders’ meeting is required to make a determination as to the independence of our directors, though such determination may be challenged by the CNBV. There is no exemption from the independence requirement for controlled companies.
	Our bylaws provide that our Board of Directors shall be composed of at least 11 members. Currently, our board has 11 members, of which five are independent under the Mexican Securities Law and the Sarbanes-Oxley Act of 2002.
Executive Sessions. Independent directors must meet regularly in executive sessions at which only independent directors are present. Rule 5605(b)(2).	Executive Sessions. Our independent directors and those who are not members of the Company’s executive team are not required to meet in executive sessions and generally do not do so. Under our bylaws and applicable Mexican law, executive sessions are not required.

182

NASDAQ Standards

Our Corporate Governance Practice

Audit Committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NASDAQ standards is required. Rule 5605(c)(1).

Audit Committee. We are in compliance with the independence requirements of Rule 10A-3. Marketplace Rule 4350(a)(1) permits us to follow our home country governance practices in lieu of certain NASDAQ requirements, and as such the members of our Audit Committee are not required to satisfy the NASDAQ independence and other Audit Committee standards that are not prescribed by Rule 10A-3. The principal characteristics of our Audit Committee are as follows: ● Our Audit Committee is composed of three members, all of whom are members of our Board of Directors. ● All of the members of our Audit Committee and the committee’s chairman are independent. ● The Chairman of the Audit Committee is appointed and/or removed exclusively by the general shareholders’ meeting. ● Our Audit Committee operates pursuant to provisions in the Mexican Securities Law and our bylaws. ● Our Audit Committee submits an annual report regarding its activities to our Board of Directors. ● The duties of our Audit Committee include, among others, the following: ● issuing recommendations to the Board of Directors for the appointment of an external auditor of the Company, as well as for the contracting of services other than auditing, and providing an opinion about any removal of such external auditor; ● supervising the activities of our external auditors and following up to their communications and opinions; ● analyzing and supervising the preparation of our financial statements; ● informing the board of our internal controls and their adequacy; ● requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information, and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law;

183

NASDAQ Standards

Our Corporate Governance Practice

● informing the board of any irregularities that it may encounter; ● receiving and analyzing recommendations and observations made by the shareholders, members of the Board, executive officers, our external auditors or any third party and taking the necessary actions; ● calling shareholders’ meetings; ● overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors; and ● providing an annual report to the Board.

184

NASDAQ Standards	Our Corporate Governance Practice
Compensation Committee. CEO compensation must be determined, or recommended to the board for determination, either by compensation committee comprised solely of independent directors or a majority of the independent directors and the CEO may not be present during voting or deliberations. Compensation of all other executive officers must be determined in the same manner, except that the CEO, and any other executive officers, may be present. “Controlled companies” are exempt from this requirement. Rules 5605(e)(1)(B) & 5615(c)(2).	Corporate Practices, Finance, Planning and Sustainability Committee. Pursuant to the Mexican Securities Law, we are required to have a committee responsible for Corporate Practices Functions, although we are not required to have a separate compensation committee. The Mexican Securities Law requires that committees consist of at least three independent directors appointed by the board of directors. All committee members must be independent (except to the extent a controlling shareholder or shareholders own 50% or more of our outstanding capital stock, in which case the majority must be independent). Pursuant to our bylaws and the Mexican Securities Law, the duties of our Corporate Practices, Finance, Planning and Sustainability Committee include, among others, the following: (i) providing opinions to our Board of Directors; (ii) requesting and obtaining opinions from independent experts; (iii) calling shareholders’ meeting; and (iv) assisting the board in the preparation of annual reports and other reporting obligations. The duties of our Corporate Practices, Finance, Planning and Sustainability Committee are, among others, the following: ● evaluating the performance of relevant officers, ● reviewing related-party transactions, and ● determining the total compensation package of the chief executive officer.
Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. Rule 5635(c).	Equity Compensation Plans. Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. Such plans must provide similar treatment to executives in comparable positions. No equity-compensation plans have been approved by our shareholders.
Shareholder Approval for Issuance of Securities. Issuances of securities (i) that will result in a change of control of the issuer, (ii) in connection with certain acquisitions of the stock or assets of another company, or (iii) in connection with certain transactions other than public offerings require shareholder approval. Rules 5635(a)(2), (b) & (d)(1-2).	Shareholder Approval for Issuance of Securities. Mexican law and our bylaws require us to obtain shareholder approval for the issuance of equity securities.

185

NASDAQ Standards	Our Corporate Governance Practice
Code of Business Conduct and Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver and the reasons for such waiver for directors or executive officers. The code must include an enforcement mechanism. Rule 5610.	Code of Business Conduct and Ethics. We have adopted a code of ethics applicable to all of our directors and executive officers, which is available to you free of charge upon request and at www.oma.aero. We are required by Item 16B of Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our other officers/employees.
Conflicts of Interest. Appropriate review of all related-party transactions for potential conflict of interest situations and approval by an Audit Committee or another independent body of the board of directors of such transactions is required. Rule 5630(a-b).	Conflicts of Interest. In accordance with Mexican law and our bylaws, the Audit Committee must provide an opinion regarding any transaction with a related party that is outside of the ordinary course of business, and such transactions must be approved by the Board of Directors. Pursuant to the Mexican Securities Law, our Board of Directors and our Audit Committee are required to establish certain guidelines regarding related-party transactions that do not require board approval.
Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NASDAQ. Rule 5620(b).	Solicitation of Proxies. Under the Mexican Securities Law, we are obliged to make available proxy materials for meetings of shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote by proxy. Under the deposit agreement relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, requests for instructions to the ADS depositary for the voting of shares represented by ADSs.
Peer Review. A listed company must be audited by an independent public accounting firm that is registered as a public accounting firm with the Public Company Accounting Oversight Board. Rule 5250(c)(3).	Independent Public Accountants Review. Under Mexican law, we must be audited by an independent public accountant that has complied with the requirements established in the “General Provisions applicable to entities and issuers supervised by the CNBV that require external audit services for basic financial statements.” Galaz, Yamazaki, Ruiz Urquiza, S.C., Member of Deloitte Touche Thomatsu Limited is our independent auditor.

Item 16H.     Mine Safety Disclosures

Not applicable.

186

PART III

Item 17.        Financial Statements

Not applicable.

Item 18.        Financial Statements

Reference is made to pages F-1 through F-[72] of this annual report.

Item 19.        Exhibits

Documents filed as exhibits to this annual report:

Exhibit No.	Description
1.1*	An English translation of the Amended and Restated Bylaws (Estatutos Sociales) of GACN.
2.1	Deposit Agreement among GACN, JPMorgan Chase Bank, N.A., and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our Form F-6 (File No. 333-185511) filed on December 14, 2012) (effective as of December 27, 2012).
2.2	Amendment No. 1 to the Deposit Agreement among GACN, JPMorgan Chase Bank, N.A., and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our Form F-6 (File No. 333-185511), post-effective amendment, filed on August 9, 2016).
2.3	Offering Supplement for GACN’s Ps.1,500,000 thousand offering in 10-year peso-denominated notes (certificados bursátiles), issued March 25, 2013 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2013 filed on April 25, 2014).
2.4	Offering Supplement for GACN’s Ps.3,000,000 thousand offering in seven-year peso-denominated notes (certificados bursátiles), issued June 16, 2014 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2014 filed on April 23, 2015).
2.5*	Indenture dated as of April 16, 2021 among Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. as Issuer, Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Chihuahua S.A. de C.V. and Aeropuerto de Monterrey, S.A. de C.V., as guarantors, and Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, as Common Representative, for Ps.2,500,000 thousand 7-year peso denominated notes (certificados bursátiles) issued on April 16, 2021 (incorporated by reference to our Form F-20-F filed on April 30, 2021).
2.6*	Indenture dated as of March 31, 2022 among Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. as Issuer, Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Chihuahua S.A. de C.V. and Aeropuerto de Monterrey, S.A. de C.V., as guarantors, and Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, as common representative, for Ps.2,300,000 thousand 7-year peso denominated notes (certificados bursátiles) issued on March 31, 2022.
2.d*	Description of the registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

187

Exhibit No.	Description
3.1	Trust Agreement among GACN, Operadora Mexicana de Aeropuertos, S.A. de C.V. (now Servicios de Tecnología Aeroportuaria, S.A. de C.V.), or SETA, and Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
3.2	Amendment to the Trust Agreement among GACN, SETA, and Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
3.3	Voting Agreement among Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria and Banca Múltiple, J.P. Morgan Grupo Financiero, División Fiduciaria, English translation (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006 filed on July 2, 2007).
3.4	Trust Agreement among SETA, ADPM and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, Fiduciario, with the appearance of GACN (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2015 filed on April 27, 2015).
4.1	Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V. and Aeropuerto de Zihuatanejo, S.A. de C.V. (collectively, the “Concession Companies”), SETA, Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.2	Amendment to Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA, Constructoras ICA, S.A. de C.V. and Aéroports de Paris, with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.3	Agreement entered into among NAFIN, Aeroinvest, SETA and the Mexican Federal Government through the Ministry of Communications and Transportation with respect to certain provisions of the Participation Agreement, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.4	Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA and Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.5	Second Amendment to Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA and Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., English translation (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2015 filed on April 27, 2015).

188

Exhibit No.	Description
4.6*	Third Amendment to Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, and SETA, English translation (incorporated by reference to our Form F-20-F filed on April 30, 2021).
4.7	Lease Agreement among Aeropuerto Internacional de la Ciudad de México S.A. de C.V. and Consorcio Grupo Hotelero T2 S.A. de C.V. dated as of March 22, 2007 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2008 filed on June 11, 2009).
8.1	List of subsidiaries of GACN (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2018 filed on April 30, 2019).
11.1	Code of Ethics of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006, filed on July 2, 2007).
12.1*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 29, 2022.
12.2*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 29, 2022.
13.1*	Certification of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 29, 2022.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Schema Document.
101.CAL	XBRL Calculation Linkbase Document.
101.DEF	XBRL Definition Linkbase Document.
101.LAB	XBRL Label Linkbase Document.
101.PRE	XBRL Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

*    Filed herewith

189

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

	GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.
	By:	/s/ Ruffo Pérez Pliego del Castillo
		Name: Ruffo Pérez Pliego del Castillo
		Title: Chief Financial Officer
Dated: April 29, 2022

*****

190

Grupo Aeroportuario del Centro

Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Financial Statements for the Years Ended December 31, 2021, 2020 and 2019, and Report of Independent Registered Public Accounting Firm Dated April 29, 2022

F-1

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Report of Independent Registered Public Accounting Firm and Consolidated Financial Statements for the Years Ended December 31, 2021, 2020 and 2019

Table of contents	Page
Report of Independent Registered Public Accounting Firm (Galaz, Yamazaki, Ruíz, Urquiza, S.C., Mexico, PCAOB ID 01130)	F-4
Consolidated Statements of Financial Position	F-7
Consolidated Statements of Income and Other Comprehensive Income	F-9
Consolidated Statements of Changes in Shareholders’ Equity	F-10
Consolidated Statements of Cash Flows	F-11
Notes to Consolidated Financial Statements	F-12

F-2

Index for Notes to Consolidated Financial Statements

Note	Description	Page
1	Nature of business operations	F-12
2	Significant event	F-12
3	Basis of presentation and consolidation	F-13
4	Significant accounting policies	F-16
5	Critical accounting judgments and key sources of estimation uncertainty	F-31
6	Cash and cash equivalents	F-33
7	Accounts receivable	F-33
8	Other accounts receivable and prepaid expenses	F-35
9	Property, leasehold improvements and equipment	F-35
10	Investment in airport concessions	F-36
11	Composition of GACN	F-38
12	Trade accounts payable	F-39
13	Payable taxes and other accrued expenses	F-40
14	Short-term debt	F-40
15	Long-term debt	F-41
16	Major maintenance provision	F-42
17	Labor obligations	F-43
18	Right of use assets, net and lease liability	F-46
19	Income taxes	F-48
20	Commitment and contingencies	F-50
21	Financial risk management	F-55
22	Shareholders’ equity	F-61
23	Accumulated other comprehensive income	F-63
24	Related party balances and transactions	F-63
25	Operating segment data	F-66
26	Revenues	F-69
27	Cost of services	F-71
28	Subsequent event	F-71
29	Authorization for the issuance of the consolidated financial statements	F-71

F-3

Report of Independent Registered Public Accounting Firm to the Shareholders and the Board of Directors of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V.

(Thousands of Mexican pesos)

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and subsidiaries (the “Company”) as of December 31, 2021, 2020 and 2019, the related consolidated statements of income and other comprehensive income, changes in shareholders’ equity and cash flows, for the years then ended and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Our audits also comprehended the translation of Mexican peso amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 3f. to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers outside of Mexico.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 29, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Emphasis of Matter

We draw attention to Note 3d of the consolidated financial statements, which describes the effects of the outbreak of coronavirus disease (“COVID-19”) on the operations of the Company.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-4

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) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of 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 separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Investment in airport concessions and major maintenance provision — Refer to Notes 4i, 4l, 10 and 16 to the consolidated financial statements.

Critical Audit Matter Description

The Company is obligated to incur expenditures for improvements to concessioned assets and major maintenance in accordance with the Master Development Program (MDP). During the year ended December 31, 2021, the Company spent $1,788,903 and $203,042, in improvements to airport concessions and major maintenance work, respectively. These expenditures must comply with the MDP to be recovered through increases in rates that the Company may charge for aeronautical services.

We identified the recognition of expenditures as improvements to the airport concession and major maintenance cost as a critical audit matter because of the judgements made by management, including whether the expenditures comply with the MDP. This required a high degree of auditor judgment in evaluating whether the audit evidence obtained supports management’s assertion related to the recognition of these expenditures and their compliance with the MDP.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the recognition of the expenditures related to the improvements to airport concessions and major maintenance cost included the following, among others:

● We obtained an understanding of the nature of the expenditures allowed under the MDP.

● We assessed compliance with the MDP, including with historical ratios.

● We tested the effectiveness of controls addressing expenditures related to improvements to airport concessions and major maintenance costs.

● We inspected documentation of the expenditures and assessed its appropriateness in relation to the requirements of the MDP.

● We performed physical observations of additions to improvements to airport concession assets and major maintenance activities.

● We traced the improvements or major maintenance expenditures to the MDP compliance report that is submitted to governmental authorities for review.

● We read minutes from the quarterly status meetings with governmental authorities.

F-5

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

/s/ Jorge Omar Esquivel Romero

C.P.C. Jorge Omar Esquivel Romero

México City, Mexico

April 29, 2022

We have served as the Company’s auditor since 2000.

F-6

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Statements of Financial Position

(Thousands of Mexican pesos)

		Thousands of
		U.S. dollars
		(Convenience
		Translation
		Note 3 d)		December 31,
	Notes	2021		2021		2020		2019
Assets:
Cash and cash equivalents	6	U.S.$	292,525	Ps.	5,987,164	Ps.	2,958,804	Ps.	3,429,873
Accounts receivable, net	7		53,044		1,085,670		833,643		757,756
Recoverable taxes			13,465		275,600		542,365		295,768
Advance Payment for constructions to related parties	24		10,920		223,498		214,209		181,989
Advance Payments to contractors			7,923		162,165		115,233		102,776
Other accounts receivable and prepaid expenses	8		2,068		42,333		66,575		42,742
Total current assets			379,946		7,776,430		4,730,829		4,810,904
Non-current assets:
Property, leasehold improvements and equipment, net	9		133,105		2,724,296		2,700,469		2,647,101
Investment in airport concessions, net	10		570,703		11,680,684		10,229,656		9,267,111
Rights of use of leased assets, net	18		9,632		197,131		178,247		210,788
Other assets, net			2,257		46,196		34,621		44,053
Deferred income taxes	19		22,690		464,404		317,758		297,004
Total non-current assets			738,387		15,112,711		13,460,751		12,466,057
Total assets		U.S.$	1,118,332	Ps.	22,889,141	Ps.	18,191,580	Ps.	17,276,961

F-7

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Statements of Financial Position

(Thousands of Mexican pesos)

		Thousands of
		U.S. dollars
		(Convenience
		Translation
		Note 3 d)		December 31,
	Notes	2021		2021		2020		2019
Liabilities and shareholders’ equity:
Current liabilities:
Short-term debt	14	U.S.$	131,918	Ps.	2,700,000	Ps.	—	Ps.	—
Current portion of long-term debt	15		—		—		3,013,502		36,851
Current portion of major maintenance provision	16		33,849		692,788		443,570		151,554
Current portion of financial leases	18		1,433		29,332		26,553		72,320
Trade accounts payable	12		10,417		213,207		204,048		196,791
Payable taxes and other accrued expenses	13		48,754		997,854		370,188		590,262
Accounts payable to related parties	24		13,155		269,249		167,704		187,515
Total current liabilities			239,526		4,902,430		4,225,565		1,235,293
Non-current liabilities:
Long-term debt	15		244,128		4,996,622		1,496,886		4,506,758
Major maintenance provision	16		51,250		1,048,945		874,415		802,342
Guarantee deposits			16,716		342,120		350,738		387,656
Labor obligations	17		6,312		129,199		115,691		106,160
Financial leases	18		9,547		195,404		168,210		148,540
Deferred income taxes	19		1,768		36,189		133,828		202,717
Total non-current liabilities			329,721		6,748,479		3,139,768		6,154,173
Total liabilities			569,247		11,650,909		7,365,333		7,389,466
Commitment and contingencies	20
Shareholders’ equity	22
Contributed capital:
Common stock			14,549		297,782		300,822		301,739
Additional paid-in capital			1,455		29,786		29,786		29,786
			16,004		327,568		330,608		331,525
Earned capital:
Reserve for repurchase of shares			50,236		1,028,188		1,500,000		1,257,454
Retained earnings			474,034		9,702,141		8,824,666		8,121,937
Accumulated other comprehensive loss	23		(95)		(1,936)		(4,933)		4,194
			524,175		10,728,393		10,319,733		9,383,585
Controlling interest			540,179		11,055,961		10,650,341		9,715,110
Non-controlling interest			8,906		182,271		175,906		172,385
Total shareholders’ equity			549,084		11,238,232		10,826,247		9,887,495
Total liabilities and shareholders’ equity		U.S.$	1,118,332	Ps.	22,889,141	Ps.	18,191,580	Ps.	17,276,961

The accompanying notes are an integral part of these consolidated financial statements.

F-8

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Statements of Income and Other Comprehensive Income

(Thousands of Mexican pesos, except per share data)

		Thousands of U.S.
		dollars
		(Convenience
		Translation
		Note 3 d)		For the years ended December 31,
	Notes	2021		2021		2020		2019
Revenues:
Aeronautical services	26	U.S.$	257,863	Ps.	5,277,728	Ps.	2,942,558	Ps.	5,752,662
Non-aeronautical services	26		80,782		1,653,379		1,171,039		1,819,605
Construction services	10		87,403		1,788,903		1,253,869		954,834
Total revenues			426,048		8,720,010		5,367,466		8,527,101
Operating costs and expenses:
Cost of services, excluding depreciation and amortization	27		38,213		782,107		765,958		954,207
Major maintenance provision	16		25,048		512,653		392,531		292,324
Cost of construction	10		87,403		1,788,903		1,253,869		954,834
Administrative expenses			28,658		586,542		518,059		542,664
Right to use airport facilities			15,630		319,906		199,202		363,561
Technical assistance fees	24		6,525		133,558		81,164		150,108
Depreciation and amortization			23,805		487,230		435,344		415,252
Other income, net	24		(62)		(1,278)		(129)		(1,155)
Total operating costs and expenses			225,220		4,609,621		3,645,998		3,671,795
Operating income			200,828		4,110,389		1,721,468		4,855,306
Interest expense			25,244		516,676		420,499		376,008
Interest income			(6,326)		(129,479)		(111,889)		(171,236)
Exchange loss, net			(5,502)		(112,617)		(79,522)		50,878
			13,416		274,580		229,088		255,650
Income before income taxes			187,412		3,835,809		1,492,380		4,599,656
Income tax expense	19		47,499		972,179		394,501		1,372,222
Consolidated net income for the year			139,913		2,863,630		1,097,879		3,227,434
Other comprehensive income (loss):
Items that will not be subsequently reclassified to profit or loss:
Actuarial gain (loss) on labor obligations	17 and 23		209		4,281		(13,039)		(12,834)
Income tax relating to actuarial loss (gain) on labor obligations	23		(63)		(1,284)		3,912		3,850
Total other comprehensive income (loss)			146		2,997		(9,127)		(8,984)
Total comprehensive income for the year		U.S.$	140,060	Ps.	2,866,627	Ps.	1,088,752	Ps.	3,218,450
Consolidated net income attributable to:
Controlling interest		U.S.$	139,602	Ps.	2,857,265	Ps.	1,094,358	Ps.	3,219,798
Non-controlling interest			311		6,365		3,521		7,636
		U.S.$	139,913	Ps.	2,863,630	Ps.	1,097,879	Ps.	3,227,434
Comprehensive income attributable to:
Controlling interest		U.S.$	139,749	Ps.	2,860,262	Ps.	1,085,231	Ps.	3,210,814
Non-controlling interest			311		6,365		3,521		7,636
		U.S.$	140,060	Ps.	2,866,627	Ps.	1,088,752	Ps.	3,218,450
Basic and diluted earnings per share of controlling interest		U.S.$	0.35921	Ps.	7.35206	Ps.	2.8038	Ps.	8.1984
Weighted average shares outstanding			388,634,783		388,634,783		390,313,970		392,736,827

The accompanying notes are an integral part of these consolidated financial statements.

F-9

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Statements of Changes in Shareholders’ Equity

(Thousands of Mexican pesos, except share data (Note 22))

		Contributed capital						Retained earnings				Accumulated
						Total		Reserve for				other						Total non-		Total
	Number of			Additional		contributed		repurchase of		Retained		comprehensive		Total earned		Total controlling		controlling		shareholders’
	shares	Common stock		paid-in capital		capital		shares		earnings		income		capital		interest		interest		equity
Balance as of January 1, 2019	393,446,466	Ps.	303,394	Ps.	29,786	Ps.	333,180	Ps.	1,466,016	Ps.	6,534,804	Ps.	13,178	Ps.	8,013,998	Ps.	8,347,178	Ps.	164,749	Ps.	8,511,927
Repurchase of shares, net	(2,145,651)		(1,655)		—		(1,655)		(242,546)		—		—		(242,546)		(244,201)		—		(244,201)
Dividends paid	—		—		—		—		—		(1,598,681)		—		(1,598,681)		(1,598,681)		—		(1,598,681)
Increase in reserve for repurchase of shares	—		—		—		—		33,984		(33,984)		—		—		—		—		—
Consolidated comprehensive income	—		—		—		—		—		3,219,798		(8,984)		3,210,814		3,210,814		7,636		3,218,450
Balance as of December 31, 2019	391,300,815		301,739		29,786		331,525		1,257,454		8,121,937		4,194		9,383,585		9,715,110		172,385		9,887,495
Repurchase of shares, net	(1,189,259)		(917)		—		(917)		(149,083)		—		—		(149,083)		(150,000)		—		(150,000)
Increase in reserve for repurchase of shares	—		—		—		—		391,629		(391,629)		—		—		—		—		—
Consolidated comprehensive income	—		—		—		—		—		1,094,358		(9,127)		1,085,231		1,085,231		3,521		1,088,752
Balance as of December 31, 2020	390,111,556		300,822		29,786		330,608		1,500,000		8,824,666		(4,933)		10,319,733		10,650,341		175,906		10,826,247
Repurchase of shares, net	(3,942,131)		(3,040)		—		(3,040)		(471,812)		—		—		(471,812)		(474,852)		—		(474,852)
Dividends paid	—		—		—		—		—		(1,979,790)		—		(1,979,790)		(1,979,790)		—		(1,979,790)
Consolidated comprehensive income	—		—		—		—		—		2,857,265		2,997		2,860,262		2,860,262		6,365		2,866,627
Balance as of December 31, 2021	386,169,425	Ps.	297,782	Ps.	29,786	Ps.	327,568	Ps.	1,028,188	Ps.	9,702,141	Ps.	(1,936)	Ps.	10,728,393	Ps.	11,055,961	Ps.	182,271	Ps.	11,238,232

The accompanying notes are an integral part of these consolidated financial statements.

F-10

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Consolidated Statements of Cash Flows

(Thousands of Mexican pesos)

	Thousands of U.S.
	dollars
	(Convenience
	Translation
	Note 3 d)		Year ended December 31,
	2021		2021		2020		2019
Cash flows from operating activities:
Income before income taxes	U.S.$	187,412	Ps.	3,835,809	Ps.	1,492,380	Ps.	4,599,656
Adjustments for:
Depreciation and amortization		23,805		487,230		435,344		415,252
Major maintenance provision		25,048		512,653		392,531		292,324
Increase (decrease) in allowance for doubtful accounts		32		646		18,342		(241)
Gain on sales of property and equipment		(74)		(1,520)		(5,380)		(1,162)
Present value of major maintenance provision		5,577		114,137		75,262		23,157
Interest income		(6,326)		(129,479)		(111,889)		(171,236)
Interest expense		19,667		402,538		345,237		352,851
Exchange differences		(4,149)		(84,916)		(72,253)		44,007
		250,992		5,137,098		2,569,574		5,554,608
(Increase) decrease trade accounts receivable, net		(12,345)		(252,673)		(94,229)		(60,949)
(Increase) decrease recoverable tax		13,034		266,765		(246,597)		(183,103)
(Increase) decrease of repayment for contractors, other accounts receivable and prepaid expenses		693		14,175		(16,576)		(25,156)
Increase (decrease) trade accounts payable		(1,583)		(32,374)		7,384		(26,880)
(Decrease) increase payable taxes and other accrued  expenses		(4,813)		(98,515)		48,472		41,367
Income taxes paid		(24,016)		(491,542)		(747,867)		(1,324,834)
Increase (decrease) related parties, net		4,777		97,780		(72,554)		(42,276)
Major maintenance provision		(9,920)		(203,042)		(103,704)		(305,133)
Increase guarantee deposits and labor obligations		448		9,172		(40,425)		88,880
Net cash flows from operating activities		217,267		4,446,844		1,303,478		3,716,524
Cash flows from investment activities:
Acquisition of property improvements		(4,951)		(101,333)		(157,992)		(57,103)
Other non-current assets		—		—		(65)		(753)
Proceeds from sale of property and equipment		74		1,520		5,380		1,162
Acquisition of improvements in concessioned assets		(89,145)		(1,824,557)		(1,283,642)		(1,086,426)
Other investments held to maturity		—		—		—		19,657
Interest received		6,326		129,479		111,889		171,236
Net cash flows used by investing activities		(87,696)		(1,794,891)		(1,324,430)		(952,227)
Cash flow from financing activities:
Borrowing of short term debt		131,918		2,700,000		—		—
Payment of long-term debt		(682)		(13,967)		(42,592)		(40,790)
Issuance of debt securities		171,005		3,500,000		—		—
Amortization of debt securities		(146,576)		(3,000,000)		—		—
Debt issuance costs		(628)		(12,859)		—		—
Repurchase of shares		(23,201)		(474,852)		(150,000)		(244,201)
Loans obtained from related parties		—		—		41,895		14,700
Loans repaid to related parties		(359)		(7,350)		—		—
Interest paid		(17,800)		(364,324)		(320,866)		(327,309)
Dividends paid		(96,730)		(1,979,790)		—		(1,598,681)
Financial leases payments		(2,667)		(54,589)		(57,325)		(50,180)
Net cash used by financing activities		14,280		292,269		(528,888)		(2,246,461)
Net increase (decrease) in cash and cash equivalents		143,851		2,944,222		(549,840)		517,836
Effects of exchange rate changes on the foreign currency cash balance		4,111		84,138		78,771		(46,865)
Cash and cash equivalents at the beginning of the year cash balance		144,563		2,958,804		3,429,873		2,958,902
Cash and cash equivalents at the end of the year	U.S.$	292,525	Ps.	5,987,164	Ps.	2,958,804	Ps.	3,429,873
Non cash investing activities which are not reflected in the consolidated statements of cash flows:
Acquisition of property, leasehold improvements and equipment, including finance leases	U.S.$	—	Ps.	—	Ps.	250	Ps.	593
Acquisition of other assets		—		—		—		265
Acquisition of improvements in concessioned assets		2,879		58,925		29,342		29,068

The accompanying notes are an integral part of these consolidated financial statements

F-11

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and Subsidiaries

(Subsidiary of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)

Notes to the Consolidated Financial Statements

For the years ended December 31, 2021, 2020 and 2019

(In thousands of Mexican pesos, except otherwise indicated)

1.           Nature of business operations

Operations

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. (“GACN” or the “Company”), is a subsidiary of Servicios de Tecnología Aeroportuaria, S. A. de C.V. (“SETA”). GACN is a holding company, whose subsidiaries are engaged in the administration, operation, and use of 13 airports under a concession granted by the Mexican Government through the Ministry of Infrastructure, Communications and Transportation. The airports are located in the following cities: Monterrey, Acapulco, Mazatlán, Zihuatanejo, Ciudad Juárez, Reynosa, Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón, and Zacatecas. The Company also generates revenue from hotel services provided by Consorcio Grupo Hotelero T2, S.A. de C.V. (the Terminal 2 NH Hotel) and Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V. (the Hilton Garden Inn Hotel), located at Terminal 2 of the Mexico City International Airport and at Monterrey International Airport, respectively.

The address of the Company’s corporate office is Patriotismo #201, 5th Floor, San Pedro de los Pinos, Mexico City, Zip Code 03800.

2.           Significant events

OMA21V and OMA21-2 GACN Notes Issuance

On April 16, 2021, GACN announces the successful completion of its issuance of Ps.3,500,000 in long-term notes in the Mexican market through two tranches issued jointly as part of a program to issue long-term (“the Issuances”). One of the tranches was placed as a Green Bond. The issuances are the following:

● Ps.1,000,000 in 5-year Green Notes (ticker: OMA21V) at a variable rate of TIIE 28 + 75 basis points. The Green Notes pay interest every 28 days, and principal amount will be paid at maturity on April 10, 2026.

● Ps.2,500,000 in 7-year Notes (ticker: OMA21-2) at a fixed rate of 7.83%. The notes pay interest every 182 days, and principal amount will be paid at maturity on April 7, 2028.

The proceeds were used for the early redemption of Ps.3,000,000 of 7-year debt securities that were issued on June 16, 2014, and will be used to finance eligible green projects, such as solar generation and energy efficiency projects.

Dividend payments

Pursuant to the resolutions adopted at the Annual Ordinary Stockholders’ Meeting held on April 21, 2021, the Board of Directors determined the payment of a dividend in the amount of Ps.2,000,000,000 to be paid in a single exhibition in the amount of 5.126738671 pesos per share. The payment date was December 14, 2021, upon delivery of coupon number 3.

F-12

On January 7, 2022, in accordance with the resolutions adopted by its General Ordinary and Extraordinary Shareholders’ Meeting, held on December 22, 2021, the Board of Directors with the power delegated by the Shareholders’ Meeting, determined the payment of a cash dividend of Ps.4,370,000,000 to be paid in a single installment of Ps.11.201923995 per share. The payment date was January 19, 2022, upon delivery of coupon number 4.

Tender offer

On July 7, 2021, Aerodrome Infrastructure S.à r.l. (Aerodrome), an affiliated of SETA, settled the simultaneous tender offer in Mexico and in the United States of America, for the shares of GACN fully subscribed and paid-in capital stock (the “Offer”). Consequently, Aerodrome acquired 60,155,201 series B ordinary shares, nominative and without par value, of GACN fully subscribed and paid-in capital stock, which represents 15.4% of the Company’s outstanding capital stock. As a result of the foregoing, SETA and Aerodame, indirectly own 30.1% of the Company’s outstanding capital stock.

Issuance of Treasury Stock

At the Ordinary General Shareholders’ Meeting held on June 11, 2021, the shareholders approved to carry out the issuance of 49,766,000 (forty-nine million seven hundred sixty-six thousand) unsubscribed and unpaid Series B Shares to be kept in the treasury of the Company, exclusively to cover the possible conversion of the Series BB Shares owned by SETA into Series B shares, in case of default under certain financing agreements to which SETA and Aerodrome are parties. Neither such issuance nor its potential conversion will result in any dilution to GACN’s shareholders.

3.           Basis of presentation and consolidation

a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), including amendments and interpretations, as issued by the International Accounting Standards Board (IASB).

b)Consolidated statement of financial position

According to the requirements of the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), GACN must present as part of its basic consolidated financial statements, a third year in the consolidated statement of financial position.

c)Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis; notwithstanding, fair value is disclosed in certain cases. In addition, the Company determines the fair value of certain financial instruments for disclosures purposes.

i. Historical cost

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

F-13

ii. Fair value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope IAS 2, and valuations that have some similarities to fair value but are not fair value, such as the value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

● Level 1: Inputs are quoted prices for identical assets or liabilities that the Company can access at the measurement date.

● Level 2: Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

● Level 3: Inputs are unobservable inputs for the asset or liability.

d)Impact of Covid 19

On March 11, 2020, the World Health Organization (WHO) declared a new strain of coronavirus (COVID-19) as a pandemic. COVID-19 resulted in travel restrictions imposed by governments of various countries, flight cancellations, and a marked decrease in demand for air travel by passengers, both domestically and internationally. In 2020, the Company had a 52.3% decrease in passengers compared to 2019. During 2021, the Company had a significant recovery in the level of passengers transported of 63%. Likewise, the Company's total revenues and operating income increased 62% and 139% respectively in 2021.

e)Going concern

The consolidated financial statements have been prepared by management assuming that the Company will continue to operate as a going concern.

Derived from the uncertainty and duration of this pandemic, the Company analyzed, among others, the following considerations to determine that it will continue to operate as a going concern.

● Despite the fact that COVID-19 has had a significant impact on the airline industry, by strongly reducing the demand for airline tickets and causing a consequent reduction in the capacity of seats offered by airlines, the Company generated a net income of Ps.2,863,630 and Ps.1,097,879, in 2021 and 2020, respectively.

● The recovery is expected to continue in subsequent years, which will translate into an increase in the Company's revenue and profit levels.

● Management considers that liquidity levels are healthy, and the Company's leverage is low.

● The Company's credit ratings have not been downgraded since the beginning of the pandemic and as of the date of this report remain at the same level as they were in March 2020.

F-14

● Management considers that it has adequate access to sources of capital and estimates that with the generation of resources from operations and its cash level, it will allow the Company to meet its operating, investment, and debt obligations.

Therefore, management believes that the Company will continue as a going concern for the foreseeable future.

f)Convenience translation

Solely for convenience of readers, peso amounts included in the consolidated financial statements as of December 31, 2021, and for the year then ended have been translated into U.S. dollar amounts at the exchange rate of Ps.20.4672 pesos per U.S. dollar, as published by Banco de México, Such translation should not be construed as a representation that the Mexican peso amounts have been, could have been or could, in the future, be converted into U.S. dollars at such rate or any other rate.

g)Reporting and functional currency

The Mexican peso, legal currency of the United Mexican States is the currency in which the consolidated financial statements are presented (reporting currency) and the Company’s functional currency. Transactions in currencies other than the peso are recorded in accordance with established policies described in note 4 b.

h)Consolidated statements of income and other comprehensive income

The Company chose to present the consolidated statement of income and other comprehensive income in a single statement, as well as presenting operating income in such statement in accordance with practices in the industry. Costs and expenses were classified according to their nature.

i)Statement of Cash Flows

The Company presents the cash flows from operating activities using the indirect method, in which the profit or loss is adjusted to reflect the effect of transactions that do not require cash flow, including those associated with investment or financing activities.

j)Principles of consolidation

The consolidated financial statements incorporate the financial statements of GACN and its subsidiaries. Control is achieved when GACN or its subsidiaries:

● Have power over the investee.

● Are exposed, or have rights, to variable returns from involvement with the investee; and

● Have the ability to use their power to affect their returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

F-15

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

● The percentage of the Company’s holding of voting rights relative to the percentage and dispersion of holdings of the other vote holders.

● Potential voting rights held by the Company, other vote holders or other parties.

● Rights arising from other contractual arrangements; and

● Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of income and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

The income and each component of other comprehensive income are attributed to the Company’s owners and to the non-controlling interests.

The non-controlling interests in equity of subsidiaries are presented separately as non-controlling interests in the consolidated statements of financial position, within the shareholders’ equity section, and the consolidated statements of income and other comprehensive income.

The financial statements of companies that are included in the consolidation are prepared as of December 31 of each year. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Note 11 sets forth the entities that are consolidated on the financial statements and the information related thereto.

4.           Significant accounting policies

The consolidated financial statements are prepared in accordance with IFRS. Preparation of financial statements under IFRS requires the Company’s management to make certain estimates and use assumptions to value certain of the items in the consolidated financial statements as well as their related disclosures required therein. The areas with a high degree of judgment and complexity or areas where assumptions and estimates are significant in the consolidated financial statements are described in note 5. The estimates are based on information available at the time the estimates are made, as well as the best knowledge and judgment of management based on experience and current events. However, actual results could differ from those estimates. The Company has implemented control procedures to ensure that its accounting policies are appropriate and are properly applied. Although actual results may differ from those estimates, the Company’s management believes that the estimates and assumptions used were adequate under the circumstances.

The consolidation requirements, accounting policies and valuation methods used in preparing the consolidated financial statements as of and for the year ended December 31, 2021, were the same as those applied in the consolidated financial statements for 2020 and 2019, except for the standards and interpretations described in paragraph (a) (I) included below, which were applicable to the Company and were effective during 2021.

F-16

a. Adoption of new and revised International Financial Reporting Standards

I. Application of new and modified International Financing Reporting Standards (“IFRSs” or “IAS”) that are mandatorily effective for the accounting period beginning on or after 2021

i. Impact of the initial application of Interest Rate Benchmark Reform (amendments to IFRS 9, IAS 39 and IFRS 7. )

In the current year, the Company adopted Phase 2 amendments Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from the Interbank Offered Rate (IBOR) to alternative benchmark interest rate (also referred to as “risk-free rate” or RFRs) without given rise to accounting impacts that would not provide useful information to users of financial statements.

The Company’s management determined that the application of these amendments did not have a material impact on the consolidated financial statements.

ii. Impact of the initial application of Covid-19-Related Rent Concessions Amendment to IFRS 16

In the prior year, the Company early adopted Covid19-Related Rent Concessions (amendment to IFRS 16) that provided practical relief to lessees in accounting for rent concessions occurring as a direct consequence of COVID-19, by introducing a practical expedient to IFRS 16.

In March 2021, the IASB issued Rent Concessions related to COVID-19 after June 30, 2021 (amendment to IFRS 16). When the IASB issued amendments to IFRS 16 in May 2020, the lessor was allowed to apply the practical expedient of the rent concession for any reduction in lease payments affecting the original payments before or at June 30, 2021. Due to the nature of the COVID-19 pandemic, the amendment extended a practical expedient to apply those original payments on or before June 30, 2022.

The Company’s management determined that the application of these amendments did not have a material impact on the consolidated financial statements, since it did not receive rent concessions in the period.

F-17

II. New and modified IFRS Standards in issue but not yet effective

At the date of authorization of these financial statements, the Company has not applied the following new and modified IFRS Standards that have been issued but are not yet effective:

IFRS 10 and IAS 28 (amendments)	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (3)
Amendments to IAS 1	Classification of Liabilities as Current or Non-current. (2)
Amendments to IFRS 3	Reference to the Conceptual Framework (1)
Amendments to IAS 16	Property, Plant and Equipment—Proceeds before Intended Use (1)
Amendments to IAS 37	Onerous Contracts – Cost of Fulfilling a Contract (1)
Annuals Amendments a IFRS cycle del 2018 – 2020	Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards (2), IFRS 9 (1) Financial Instruments, IFRS 16 Leases (3).
Amendments to IAS 1 and IFRS Practice Statements 2	Disclosure of accounting policies (3).
Amendments to IAS 8	Definition of accounting estimates (2).
Amendments to IAS 12	Deferred taxes related to assets and liabilities arising from a single transaction (2).

1) Effective for annual periods beginning on the January 1, 2022

2) Effective for annual periods beginning on January 1, 2023

3) Effective day has not yet been defined by the IASB.

Management does not expect that the adoption of these and modifications will have a significant impact on the consolidated financial statements of the Company.

b. Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate in effect at the date of the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the exchange rate prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange fluctuations are recorded in profit or loss, except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.

c. Cash and cash equivalents

Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal value and cash equivalents are measured at fair value.

F-18

d. Financial instruments

Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All purchases or sales of financial assets in the ordinary course of business are recognized and derecognized on a trade date basis. Purchases or sales in the ordinary course of business are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

As of December 31, 2021, 2020 and 2019, all of the Company’s financial assets have been recognized at amortized cost.

i) Amortized cost and effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and amounts paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.

ii) Financial assets at fair value through other comprehensive income (FVTOCI)

Financial assets at fair value through other comprehensive income are those whose business model is based on obtaining contractual cash flows and selling financial assets, in addition to their contractual conditions giving rise, on specified dates, to cash flows that they are only payments of the principal and interest on the outstanding principal amount. As of December 31, 2021, the Company does not have financial assets at fair value through other comprehensive income.

iii) Financial assets at fair value through profit or loss (FVTPL)

Financial assets are classified at fair value through profit or loss when the financial asset is held for trading, or it is designated as fair value through profit or loss. As of December 31, 2021, 2020 and 2019, the Company does not have financial assets at fair value through profit.

F-19

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost or at FVTOCI, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company recognizes lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, including general economic conditions.

For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial

recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

i) Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

● When there is a breach of financial covenants by the debtor; or

● The information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).

Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

ii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.

F-20

iii) Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or bankruptcy proceedings. Any recoveries made are recognized in profit or loss.

iv) Measurement and recognition of expected credit losses

According to IFRS 9, the Company recognize a provision of expected credit losses in the financial assets such as trade receivables and other financial assets. The expected credit losses on these financial assets are estimated from the initial recognition of the asset at each reporting date, using as a reference the past experience of the Company’s credit losses, adjusted for factors that are specific to the debtors or groups of debtors, the general economic conditions and an assessment of both, management and conditions existing as of the reporting date, including the time value of money where appropriate.

The measurement of expected credit losses is a function of the probability of default, loss due to a default (i.e., the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss due to a default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.

Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expires, or when it transfers to another entity the financial asset and substantially all the risks and rewards of ownership of the asset.

On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

F-21

The Company records a reserve for the repurchase of shares from amounts appropriated from retained earnings, to strengthen the supply and demand of its shares in the stock market, as permitted by Mexican Securities Law. The shareholders’ meeting authorizes the maximum disbursement for the repurchase of shares to be used for this activity in each period between said meeting and the following, in which the application of results is approved and made.

At the time of a purchase, shares are converted into treasury shares and become part of the shareholders’ equity at the purchase price; one part of the capital stock to the historical value, and the remainder to the reserve to repurchase shares.

Financial liabilities

All financial liabilities are measured subsequently at amortized cost using the effective interest method or at FVTPL.

Other financial liabilities

Other financial liabilities, including loans, bond issuances and debt with lenders and trade creditors and other payables are valued initially at fair value, represented generally by the consideration transferred, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in results.

When a financial liability measured at amortized cost is modified without a derecognition, the Company recognizes a gain or loss in the modification, which is calculated as the difference between the amortized cost at the date of the refinancing and the cash flows with the new terms of financing discounted at the effective interest rate of the original debt. In addition, when the Company refinancing the transaction and the previous liability qualifies to be derecognized, the costs incurred in the refinancing are recognized immediately in results at the date of the termination of the previous financial liability.

e. Property, leasehold improvements and equipment, net

Expenditures for property, leasehold improvements and equipment acquired are carried at acquisition cost. Depreciation is recognized so as to write off the cost or deemed cost of assets (other than freehold land and properties under construction). Depreciation of property, leasehold improvements and equipment is calculated using the straight-line method over the useful life of the asset. Depreciation begins in the month in which the asset is placed in service. The useful lives of assets are as follows:

	Useful
	Life (years)
Improvement in leased assets	20
Machinery and equipment	10
Furniture and office equipment	10
Transportation equipment	4
Computer equipment	3.3

The depreciation of property, leasehold improvements and equipment is recorded in results.

F-22

Disposal of assets

The gain or loss on the sale or retirement of an item of property and equipment is calculated as the difference between the proceeds from the sale and the carrying value of the asset and is recognized in income when all risks and rewards of ownership of the asset is transferred to the buyer, which generally occurs when ownership of the asset is transferred to the buyer.

Replacements or renewals of a component of property or equipment that extend the useful life of the asset, or its economic capacity are recognized as an increase to property and equipment, with the subsequent write-off or derecognition of the assets replaced or renewed.

Construction in progress for leasehold improvement

Construction in progress for leasehold improvement is carried at cost less any recognized impairment loss. Cost includes professional fees and, in the case of qualifying assets, borrowing costs capitalized in accordance with the Company’s accounting policy. Such properties are transferred to the appropriate categories of property and equipment when completed and ready for intended use. The depreciation of these assets, as well as other properties, begins when the assets are ready for use.

Subsequent costs

Subsequent costs form part of the value of the asset or are recognized as a separate asset only when it is probable that such disbursement represents an increase in productivity, capacity, efficiency or an extension of the life of the asset and the cost of the item can be determined reliably. All other expenses, including repairs and maintenance are recognized in comprehensive income as incurred.

f. Leases

-    As lessor

Leases for which the Company is a lessor are classified as financial leases or operating leases. Whenever the terms of the lease transfer substantially all risks and rewards of ownership in the lessee, the contract is classified as a financial lease. All other leases are classified as operating leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

-    As lessee

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

F-23

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise in:

● Fixed payments, (including in-substance fixed payments; ), less any lease incentives receivable.

● Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.

● The amount expected to be payable by the lessee under a residual value guarantee.

● The exercise price of purchase options if the lessee is reasonably certain to exercise the options, and

● Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

-      The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

-      The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

-      A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The Company did not make any such adjustments during the periods presented.

Right-of-use assets

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfer’s ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

F-24

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the “Property, Plant and Equipment’ policy.

g. Guarantee deposits

Guarantee deposits correspond to amounts received from lessees to guarantee performance under the lease. They are recorded at cost and are either returned to tenants at the end of the lease term or recognized against services unpaid by tenants.

Additionally, certain agreements were entered into with airlines, which established escrow deposits paid by the airlines to guarantee their obligation for payment of the amounts collected from passengers for the Airport Use Fee (Tarifa de Uso de Aeropuertos or “TUA”) and other airport services.

If the payment obligations are not met, the Company may immediately exercise the guarantees and utilize the funds. The aforementioned escrow deposits are recorded at cost.

h. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets is substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

i. Investment in airport concessions

This item consists of the rights paid to manage, operate and, in certain cases make capital investments to 13 airports based on a concession granted by the Mexican Government through the Ministry of Infrastructure, Communications and Transportation, and to use their facilities, for a 50-year term.

Investment in concessions includes the rights to use airport facilities of airport concessions and improvements to concessioned assets and represents the amount granted by the Ministry of Infrastructure, Communications and Transportation to each airport concessions, plus improvements made to each individual concession since the time of grant.

Under all concession arrangements, (i) the grantor controls or regulates what services the Company must provide with the infrastructure, to whom it must provide them, and at what price; and (ii) the grantor controls, through ownership, any significant residual interest in the infrastructure at the end of the term of the arrangement. Accordingly, the Company classifies the assets derived from the construction, administration and operation of the service concession arrangements either as intangible assets, financial assets (accounts receivable) or a combination of both.

The Company classifies its concessioned assets as an intangible asset, including its improvements.

An intangible asset results when the operator constructs or makes improvements and is allowed to operate the infrastructure for a fixed period after construction is complete, in which the future cash flows of the operator have not been specified, because they may vary depending on the use of the asset and are therefore considered contingent. The cost of financing incurred during the construction period is capitalized.

F-25

Investments in airport concessions are amortized on a straight-line basis over the term of the concession, which is until 2048, or from the date of capitalization of additions or improvements considering the remaining term of the concession.

Revenues and costs related to construction or improvements to intangible assets subject to the Company’s airport concession with the government are recognized as revenue based on the percentage of completion method associated with the related construction costs.

The Company classified current construction projects as part of improvements to concessioned assets in progress (contract assets).

j. Impairment of tangible and intangible assets

Management periodically evaluates the impairment of long-lived assets in order to determine whether there is evidence that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, if any.

Intangible assets with indefinite useful life and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

When an impairment subsequently reverses, the Company reverses a portion, or all of the impairment losses recognized in prior periods. When an impairment loss is reversed, the carrying amount of the asset is increased to the revised estimated value of its recoverable amount, only to the extent that the increased carrying amount does not exceed the carrying amount that would have been calculated if no impairment loss had been initially recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

The Company considers that each airport individually cannot be considered as a “cash generating unit” to determine the extent of the loss impairment, since the tender for the concession was made by the Mexican Government as a package of 13 airports. Therefore, licensees are obligated to operate them regardless of the results generated individually. Considering the above, the evaluation of a possible impairment loss is performed taking into account the net assets of the 13 airports taken as a whole, while the hotels and industrial park are evaluated individually.

k. Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, when it is probable that the Company will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

F-26

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties associated with the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows, (when the effect of the time value of money is material).

The main provision recognized by the Company is for major maintenance for its concessioned assets, which is classified as current or noncurrent based on the estimated time period over which it expects to settle the obligation.

l. Major maintenance provisions

The Company is required to perform major maintenance activities to its airports as established by the concession provided by the Mexican Government, in order to preserve the infrastructure in optimal working condition. The estimated major maintenance costs are considered in the Company’s Master Development Program, which is reviewed and updated every five years. The Company recognizes and measures the contractual obligations of major maintenance of infrastructure when accrued according to IAS 37 (Provisions, Contingent Liabilities and Contingent Assets) and IFRS Interpretation Committee 12 (Service Concession Arrangements), a portion is recorded as short-term and the remainder as long-term depending on the period in which the maintenance is expected to be performed. These contractual obligations to maintain and restore the infrastructure of airports are recognized as a provision in the consolidated statements of financial position and in the expenses of the current fiscal year, pursuant to estimates that are required to comply with the present obligation at the end of the reporting period. When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation. The carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as an expense. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates.

Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions.

In periods following the initial recognition and measurement of the maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a remeasurement of the provision and charged or credited as an operating item within the consolidated statements of income and other comprehensive income.

m. Income taxes

Income tax expense represents the sum of the tax currently and deferred tax. Current tax is determined based on taxable profit, which differs from profit as reported in the consolidated statement of income and other comprehensive income because of items of income or expense that are taxable or deductible in periods different from when they are recognized in accounting profit.

Deferred income taxes are recognized for the applicable temporary differences resulting from comparing the accounting and tax values of assets and liabilities plus any future benefits from tax loss carry forwards. Except as mentioned in the following paragraph, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the expected benefit of tax losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

F-27

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. The Company determined recoverability of its deferred tax assets for each subsidiary based on its projections of future taxable income, which include the Master Development Program and the maximum rates for the period 2021-2025 approved by the Ministry of Infrastructure, Communications and Transportation.

Current and deferred income taxes are recognized as income or expense in profit or net loss, except when they relate to items recognized outside of profit or loss, as in the case of items of other comprehensive income, or other shareholders’ equity items, in which case the tax is recognized in other comprehensive income as part of the equity item involved.

Assets and deferred tax liabilities are offset when a legal right to offset assets with liabilities exists and when they relate to income taxes relating to the same tax authorities and the Company intends to liquidate its assets and liabilities on a net basis.

n. Employee benefits

Short-term employee benefits

A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Certain subsidiaries are subject to payment of statutory employee profit sharing and is recorded in the results of the year in which it is incurred and presented under cost and administrative expenses in the consolidated statements of income and other comprehensive income.

As a result of the Income Tax Law of 2014, as of December 31, 2021, and 2020, the PTU is determined based on taxable income according to section I of article 9 of the same Law.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

Benefits from retirement and termination

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

F-28

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the consolidated financial statements with a charge or credit recognized in other comprehensive income in the period in which they occur.

Remeasurement recognized in other comprehensive income may be reclassified directly to retained earnings but will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

● Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements)

● Net interest expense or income

● Remeasurement

The Company presents the first two components of defined benefit costs in the consolidated statements of income and other comprehensive income in the line items cost of services and administrative expenses. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognized at the earlier of when the Company can no longer withdraw the offer of the termination benefit and when the Company recognizes any related restructuring costs.

o. Revenue recognition

The revenues are recognized at the fair value of the consideration received or receivable, net of any discount. The Company applies a 5-step approach to revenue recognition:

● Step 1: Identify the contract(s) with a customer

● Step 2: Identify the performance obligations in the contract

● Step 3: Determine the transaction price

● Step 4: Allocate the transaction price to the performance obligations in the contract

● Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Under IFRS 15, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.

Revenues are mainly generated from the delivery of aeronautical and non-aeronautical services.

F-29

Aeronautical services

Consist mainly of revenues generated from activities related to services provided to airlines and passengers. These revenues are subject to a system of prices regulated by the Ministry of Infrastructure, Communications and Transportation, which establishes a maximum rate for such aeronautical and complementary services provided at each airport. Such revenues are recognized when the related services are rendered.

With the objective of increasing demand for aeronautical traffic at its airports, the Company implemented an incentive program to its airline customers linked to an increase in airline traffic and the opening of new routes, which is subject to certain restrictions. These incentives are recorded as a reduction of revenues over the period they are provided to clients (see note 27).

Non-aeronautical services

Consist mainly of the leasing of commercial spaces in airport terminals (different from spaces occupied by airlines that are essential for their operation), revenues from the operation of parking lots, advertising, fees from access to third parties that provide catering services and other services at airports. Spaces in the airport terminals are rented through operating lease agreements that contain either fixed monthly rent (increased annually based on the National Consumer Price Index (“NCPI”)) or fees based on a minimum monthly fee or a percentage of the monthly income of the lessee, whichever is higher (contingent rent). The fixed portion of lease revenues is recognized when the services are rendered or based on the terms of the related lease.

Contingent rentals received from the percentage of monthly sales from the Company’s leases are recognized in income once the contingency is met. Therefore, during the year, the percentage of lessee monthly revenues is recognized in the following month, once the Company has received information related to its tenants’ revenues. Though each year reported includes twelve months of revenues, this accounting treatment results in a one-month lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee. However, the Company monitors the effect of this one-month lag at each reporting date and does not believe such effect to be material to its reported results.

The Company’s policy for recognition of revenue from operating leases is described in detail, in subparagraph g) of this note (the Company as lessor).

Hotel services revenues

Revenues are recognized when the services are rendered.

Construction services and costs of improvements to concessioned assets

Under IFRIC 12 (Service Concession Arrangements), the Company recognizes revenues and costs for improvements to the airport concession according to the percentage of completion method derived from the improvements made to the airports and that are included in the Master Development Program. Construction service revenues related to the airport concession are determined based on the exchange between the Company and the government, as the Company constructs or improves the airports based on the Master Development Program, and the government grants the Company the right to obtain revenues from the airport services rendered in return for those construction services.

F-30

The cost for construction services is determined according to the cost the Company would incur in the construction or improvements based on the investments included in the Master Development Program, for which, through a tender offer, the Company contracts third parties to perform. The revenue amount and cost are equivalent because the Company does not obtain any profit margin for the construction and consider that the costs incurred are paid at market prices.

p. Basic and diluted earnings per share

Basic earnings per share are computed by dividing net income of the controlling interest by the weighted average number of common shares outstanding during the year. The Company does not have potentially dilutive shares

5.           Critical accounting judgments and key sources of estimation uncertainty

In applying the Company’s accounting policies, described in note 4, the Company’s management makes judgments, estimates and assumptions about the carrying amounts of assets and liabilities in the consolidated financial statements. The estimates and underlying assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these estimates.

Estimates and assumptions are reviewed on an ongoing basis. Adjustments to accounting estimates are recognized in the period in which the adjustment is made and future periods if the change affects both the current period and to subsequent periods.

a.Critical accounting judgments

Critical judgments, other than those involving estimations (see paragraph b), made by management throughout the process of applying the Company’s accounting policies that have a material effect on the consolidated financial statements, are presented below.

● Evaluation of the existence of control on investments in subsidiaries (see note 11).

● Defined benefit obligations to the Company’s employees are discounted at a rate set by reference to market rates at the end of the reference period of Mexican government bonds.

● The Company is subject to transactions or contingent events over which it applies professional judgment to determine the probability of occurrence. Factors considered in this determination are the legal situation as of the date on which the estimation is made and the opinion of legal advisors.

b.Key sources of estimation uncertainty

Basic assumptions concerning the future and other key sources of uncertainty in the estimates made at the end of the reporting period, that have a significant risk of causing significant adjustments to the carrying amounts of assets and liabilities within the following financial year are as follows:

● The Company performs an allowance for doubtful accounts analysis based on the expected credit losses required by IFRS 9, considering key factors such as the customers’ financial and operating situation, conditions of past due accounts and the economic conditions of the country. This estimate is reviewed periodically, and the condition of past due accounts is determined considering the terms established in the agreements.

● The Company’s long-lived assets correspond to concessions granted by the Mexican Government, properties, leasehold improvements and equipment. The Company reviews the carrying amounts of its long-lived assets to determine whether there are indications of impairment.

F-31

Despite of impact of the pandemic generated by COVID-19, the Company did not identify impairment with respect to the investment of the NH T2 Hotel recorded in improvements in leased assets, whose lease contract with Mexico City International Airport expires in 2029.

The Company determined the recoverable amount of the cash-generating unit corresponding to NH T2 by estimating the value in use, which uses cash flow projections based on projections over the remaining life of the lease until 2029, discounted at an after-tax discount rate of between 10.2% to 11.2%. Over the projection period, management considers an occupancy rate of 79% in 2022, gradually recovering to an average of 83% by 2024 onwards. It is also estimated that the average fare would exceed 2019 levels in 2023 and would be updated mainly with inflation thereafter. The Company's management, based on value in use calculations, has not identified any impairment as the recoverable amount exceeds the carrying value of the cash generating unit by approximately 13%. The recoverable amount includes the carrying value of the finance lease.

Management estimates that the value in use considering an average rate reduction of 13.1% or an occupancy rate 1,073 basis points lower than estimated during the projection period would equal the carrying value of the cash generating unit.

● The Company’s management reviews the estimated useful lives of property, leasehold improvements and equipment at the end of each annual period. Based on detailed analyses, the Company’s management could modify the useful life of certain assets of property, leasehold improvements and equipment. The degree of uncertainty associated with estimates of useful lives is related to market changes, use of assets and technological development.

● Determining the recoverability of deferred tax assets.

● The Company’s management determines and recognizes, based on estimates, the major maintenance provision as per concession contracts with the Mexican Government to maintain and restore the airports’ infrastructure, which affects the results of periods ranging from the moment concession infrastructure becomes available for use through the date on which the maintenance and/or repair works are performed. The Company also calculates the appropriate discount rate for determining the present value of expected expenses that are required to meet its obligations. The short- and long-term classification of the provision is based on the best estimate of the Company of the period in which the work is expected to be carried out. There is also a judgment in determining the accounting policy of recognition of this provision.

Although these estimates were made based on the best information available as of December 31, 2021, 2020 and 2019 it is possible that future events may require the Company to modify (increase or decrease) the amounts in the coming years, which in such case would be applicable on a prospective basis by recognizing the effects of changes in estimates in the corresponding consolidated financial statements.

F-32

6.           Cash and cash equivalents

Cash and cash equivalents are composed as follows:

	December 31,
	2021		2020		2019
Cash	Ps.	5,986,217	Ps.	2,360,422	Ps.	2,916,936
Cash equivalents:
Bank notes		—		598,382		512,027
Money market investment funds		947		—		910
	Ps.	5,987,164	Ps.	2,958,804	Ps.	3,429,873

7.           Accounts receivable

a.           The balance of accounts receivable is as follows:

	December 31,
	2021		2020		2019
Receivables	Ps.	1,106,002	Ps.	854,402	Ps.	766,748
Allowance for doubtful accounts (note 7 b.)		(20,332)		(20,759)		(8,992)
	Ps.	1,085,670	Ps.	833,643	Ps.	757,756

Accounts receivables represent principally the passenger charges (TUA) paid by each passenger (other than diplomats, infants, and transit passengers) using the airports operated by the Company. These TUA are collected by airlines and subsequently paid to the Company. As of December 31, 2021, 2020 and 2019, amounts receivable for passenger charges amounted to Ps.952,522. Ps.658,269 and Ps.625,246, respectively.

The Company’s management considers that the carrying amount of accounts receivable approximates its fair value given their short-term nature. No interest income is generated by any short-term account receivable. As of December 31, 2021, 2020 and 2019, the balance of the allowance for doubtful accounts was Ps.20,332, Ps.20,759 and Ps.8,992, respectively.

The following tables set forth a percentage of the principal customers that compose the accounts receivable (before allowance for doubtful accounts) as well as the revenues generated from the Company’s principal customers, which may represent a potential credit risk for the Company if the counterparty had financial and operating difficulties that would prevent them from being able to settle amounts due to the Company.

	December 31,
	2021	2020	2019
	%	%	%
Accounts receivable:
Aeroenlaces Nacionales, S. A. de C. V.	35.78	33.00	21.16
Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.	24.01	28.10	27.40
Aerolitoral, S. A. de C. V.	8.82	8.98	20.88
Aerovías de México, S. A. de C.V.	10.44	4.74	6.70

F-33

	Year ended December 31,
	2021	2020	2019
	%	%	%
Revenues by client:
Aerolitoral, S. A. de C. V.	8.14	10.49	13.26
Aeroenlaces Nacionales, S. A. de C. V.	28.45	21.07	17.79
ABC Aerolíneas, S. A. de C. V.	—	4.24	10.38
Concesionaria Vuela Compañía de Aviación, S. A. P. I. de C. V.	19.32	17.36	16.11
Aerovías de México, S. A. de C. V.	6.78	4.07	4.07

On June 30, 2020, Grupo Aeromexico, S.A.B. de C.V. and certain of its subsidiaries, including Aerolitoral, S.A. de C.V. and Aerovias de Mexico, S.A. de C.V. entered into reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Law. As of December 31, 2021, and the date of issuance of the financial statements, both Aerolitoral, S.A. de C.V. and Aerovias de Mexico, S.A. de C.V. are substantially current in their payments with the Company and continue to operate the Company's Airports.

During the last quarter of 2020, ABC Aerolíneas, S.A. de C.V. ceased operating at the Company's airports. The amount of accounts receivable from this customer at December 31, 2021, is not material.

b.           The changes in the allowance for doubtful accounts are as follows:

	December 31,
	2021		2020		2019
Beginning balance	Ps.	20,759	Ps.	8,992	Ps.	31,986
Decrease		646		18,342		(241)
Cancelation		—		(5,542)		—
Write-off		(1,073)		(1,033)		(22,753)
Ending balance	Ps.	20,332	Ps.	20,759	Ps.	8,992

The write-off of doubtful accounts is recognized once the Company has exhausted all means for collection of the account.

The movements in the estimate for customer impairment in 2021, with the expected loss model used by the Company, are presented below:

	Airports		Others		Total
Gross book value	Ps.	1,039,503	Ps.	46,167	Ps.	1,085,670
Collateral		1,242,255		25,432		1,267,687
Probability of default in range		0% - 100%		0% - 100%
Loss due to default range		0% - 100%		0% - 100%
Beginning balance of impairment of account receivable	Ps.	17,428	Ps.	3,331	Ps.	20,759
(Decrease) increase in the provision		537		109		646
Write-off		(1,073)		—		(1,073)
Ending balance	Ps.	16,892	Ps.	3,440	Ps.	20,332

F-34

8.           Other accounts receivable and prepaid expenses

Other accounts receivable and prepaid expenses are comprised as follows:

	December 31,
	2021		2020		2019
Prepaid expenses	Ps.	33,180	Ps.	59,033	Ps.	33,310
Guarantee deposits		6,952		6,167		5,897
Others		2,201		1,375		3,535
	Ps.	42,333	Ps.	66,575	Ps.	42,742

9.           Property, leasehold improvements and equipment

Property, leasehold improvements and equipment are as follows:

	December 31,
	2021		2020		2019
Net carrying value:
Land (see note 10)	Ps.	1,709,508	Ps.	1,709,508	Ps.	1,709,508
Leasehold improvements		857,274		854,829		786,085
Machinery and equipment		53,600		72,867		83,611
Furniture and office equipment		22,786		27,940		35,105
Transportation equipment		51		287		1,555
Computer equipment		5,857		2,838		2,212
Construction in progress for leasehold improvements		75,220		32,200		29,025
	Ps.	2,724,296	Ps.	2,700,469	Ps.	2,647,101

													Construction
					Machinery		Furniture						in progress of
			Leasehold		and		and office		Transportation		Computer		leasehold
Cost	Land		improvements		equipment		equipment		equipment		equipment		improvements		Total
Balance as of January 1, 2019	Ps.	1,709,508		999,798		202,959		158,112		61,730		67,731		5,409		3,205,247
Acquisitions		—		49,345		3,386		2,168		—		869		80,290		136,058
Disposals		—		—		—		(525)		—		—		—		(525)
Transfers		—		9,403		—		—		(34,283)		(430)		(55,656)		(80,966)
Other		—		—		—		(20)		(5,792)		(595)		(1,018)		(7,425)
Balance as of December 31, 2019		1,709,508		1,058,546		206,345		159,735		21,655		67,575		29,025		3,252,389
Acquisitions		—		—		8,380		440		—		3,973		134,821		147,614
Transfers		—		130,420		—		—		—		—		(130,420)		—
Other		—		—		—		(206)		—		(3,097)		(1,226)		(4,529)
Balance as of December 31, 2020		1,709,508		1,188,966		214,725		159,969		21,655		68,451		32,200		3,395,474
Acquisitions		—		463		208		1,908		—		5,023		114,129		121,731
Disposals		—		—		—		—		(2,393)		—		—		(2,393)
Transfers		—		70,373		53		590		—		—		(71,109)		(93)
Other		—		—		(7,237)		—		(1,003)		(330)		—		(8,570)
Balance as of December 31, 2021	Ps.	1,709,508	Ps.	1,259,802	Ps.	207,749	Ps.	162,467	Ps.	18,259	Ps.	73,144	Ps.	75,220	Ps.	3,506,149

F-35

											Construction in
					Furniture and						progress of
Accumulated	Leasehold		Machinery and		office		Transportation		Computer		leasehold
depreciation	improvements		equipment		equipment		equipment		equipment		improvements		Total
Balance as of January 1, 2019	Ps.	(216,577)		(103,765)		(115,438)		(36,404)		(62,801)		—		(534,985)
Depreciation		(55,884)		(18,969)		(9,729)		(4,806)		(3,051)		—		(92,439)
Disposals		—		—		525		—		—		—		525
Other		—		—		12		21,110		489		—		21,611
Balance as of December 31, 2019		(272,461)		(122,734)		(124,630)		(20,100)		(65,363)		—		(605,288)
Depreciation		(61,676)		(19,124)		(7,720)		(1,268)		(2,532)		—		(92,320)
Disposals		—		—		—		—		—		—		—
Other		—		—		321		—		2,282		—		2,603
Balance as of December 31, 2020		(334,137)		(141,858)		(132,029)		(21,368)		(65,613)		—		(695,005)
Depreciation		(68,391)		(19,347)		(7,652)		(64)		(2,027)		—		(97,481)
Disposals		—		7,056		—		2,446		—		—		9,502
Other		—		—		—		778		353		—		1,131
Balance as of December 31, 2021	Ps.	(402,528)	Ps.	(154,149)	Ps.	(139,681)	Ps.	(18,208)	Ps.	(67,287)	Ps.	—	Ps.	(781,853)

10.         Investment in airport concessions

The Company has concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in central and northern regions of the country. Each concession is for 50 years from November 1, 1998. The term of each of the Company’s concessions may be extended by the Ministry of Infrastructure, Communications and Transportation under certain circumstances for a period not exceeding 50 years.

As operators of 13 airports the Company earns revenue from airlines, passengers, and other users for using the airport facilities. The Company also earns revenues for commercial activities carried out at the airports, such as leasing of space to restaurants and other shops.

Each airport concession agreement contains the following terms and basic conditions:

a. The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements or maintenance of the related facilities in accordance with its five-year period Master Development Program, and to provide airport, complementary and commercial services.

b. The concessionaire will use the airport facilities only for the purposes specified in the concession agreement, will provide services in conformity with the law and applicable regulations and will be subject to inspections by the Ministry of Infrastructure, Communications and Transportation.

c. The concessionaire must pay a concession tax for the right to use airport facilities (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Duties Law.

d. The Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares) has the exclusive right to supply fuel at the concessionaire’s airports.

e. The concessionaire must grant free access to specific airport areas to certain Mexican government agencies, so that they may carry out their activities within the airports.

f. The concession may be revoked if the concessionaire breaches any of its obligations established in the concession title, as established in Article 26 and 27 of the Mexican Airport Law and in the concession title. The breach of certain concession terms may be cause for revocation if the Ministry of Infrastructure, Communications and Transportation has applied sanctions in three different instances with respect to the same concession term.

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Since the concessionaire is part of an integrated economic group, the concessionaire and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V, they will respond jointly and severally to the Ministry of Infrastructure, Communications and Transportation, regarding the obligations contained in each of the concessions granted and as indicated in the concession title. The terms and conditions of each concession contract have been fulfilled in all important aspects during the years ended December 31, 2021, 2020 and 2019.

Investments in airport concessions include improvements to concessioned assets, rights to use airport facilities, and airport concessions. The total cost of the concession was assigned proportionally to rights to use airport facilities on the basis of the fair value of the assets determined by an independent appraiser. At any airport concession where the cost exceeded the fair value, the excess was recognized within the airport concessions line item.

As of December 31, 2021, 2020 and 2019, the carrying value of the right to use airport facilities, airport concessions and improvement to concessioned assets classified as intangible assets are as follows:

	December 31,
	2021		2020		2019
Projects completed and in operation:
Airport concessions	Ps.	605,643	Ps.	605,643	Ps.	605,643
Rights to use airport facilities		3,356,762		3,356,762		3,356,762
Improvements to concessioned assets (see note 15)		9,694,492		8,594,136		7,331,450
Improvements to concessioned assets in progress		1,303,793		615,246		624,063
Accumulated amortization		(3,280,006)		(2,942,131)		(2,650,807)
	Ps.	11,680,684	Ps.	10,229,656	Ps.	9,267,111

The changes in investment in concessions are as follows:

	December 31,
	2021		2020		2019
Investment in airport concessions
Beginning balance	Ps.	13,171,787	Ps.	11,917,919	Ps.	10,963,084
Increase		1,788,903		1,253,868		954,835
Ending balance		14,960,690		13,171,787		11,917,919
Amortization of airport concessions:
Beginning balance		(2,942,131)		(2,650,807)		(2,396,427)
Increase		(337,875)		(291,323)		(254,380)
Ending balance		(3,280,006)		(2,942,131)		(2,650,807)
Net investment in airport concessions	Ps.	11,680,684	Ps.	10,229,656	Ps.	9,267,111

Master Development Plan – The Company is obligated to carry out maintenance, improvements to concessioned assets and acquire fixed assets according to the Master Development Program. The Master Development Program for 2021-2025 is Ps.11,979,621 in pesos with purchasing power of December 31, 2019, and Ps.14,514,871 in pesos with purchasing power of December 31, 2021, as updated with the National Producer Price Index (INPPIC) of the construction industry, in accordance with the concession contract. The amount to be incurred as of December 31, 2021, is Ps.12,519,332, which is anticipated to be carried out as follows:

Year	Amount
2022	Ps.	4,024,680
2023		3,022,167
2024		2,894,608
2025		2,577,877
	Ps.	12,519,332

F-37

The Master Development Program for the previous five-year period 2016-2020, was for Ps.4,445,653, with purchasing power as of December 31, 2014, and Ps.6,303,586 with purchasing power as of December 31, 2020, as updated with the INPPIC. The amount pending to be exercised as of December 31, 2020, is Ps.264,783, was applied during 2021, with no remaining balance to be exercised.

In 2009, the Company paid Ps.1,159,613 to acquire land strategically located adjacent to the Monterrey airport to allow for the airport’s future growth, including the construction of a second runway, which the Company intends to complete in the future.

On December 4, 2012, the Monterrey airport received authorization from the AFAC to include Ps.386,538 (amount expressed in nominal pesos of 2009) in investments as part of Master Development Program for 2011-2015.

Additionally, during the 2011 Master Development Program revision, Ps.77,306 was included due to an extraordinary adjustment in its maximum tariff under the Master Development Program. The remaining investment to be recognized for a cost of Ps.695,759 (amount expressed in 2009 nominal pesos), has been included in the indicative periods 2026-2035 of the approved Master Development Program. This amount may not be recognized by the Ministry of Infrastructure, Communications and Transportation in the future. The final recovery amounts are adjusted annually based on INPPIC.

The Company’s airports exclusively own the lands acquired, which are classified in the consolidated statements of financial position under the headings of property, leasehold improvements and equipment. The lands will remain classified under these headings until the negotiations with the AFAC have concluded. If the AFAC recognizes the land as part of the concession investment, it is estimated that the property will be transferred to the Mexican Government. At the time of such recognition, the Company shall derecognize the asset and recognize an inclusion of the same amount under investment in airport concessions (improvements in concessioned assets), which will be subject to amortization for the remaining period of the concession.

The Company’s improvements to the airport facilities can be recognized by the AFAC as part of the investment in airport concession. The cost of airport improvements recognized by the AFAC that are part of the Company’s investment in concession assets is “recovered” in the form of adjustments to the maximum rates that the Company may charge for aeronautical services, which are regulated by the AFAC.

11.         Composition of GACN

a. The following tables set forth information about the composition of GACN as of December 31, 2021, 2020 and 2019:

	Place of	Number of subsidiaries
	incorporation and	December 31,
Principal activity	operation	2021, 2020, 2019
Airports	Mexico	13
Hotels	Mexico	2
Services	Mexico	9
		24

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b. The consolidated subsidiaries are as follows:

Name of subsidiary	Ownership Percentage
Airport services;
Aeropuerto de Monterrey, S. A. de C. V.	100	%
Aeropuerto de Acapulco, S. A. de C. V.	100	%
Aeropuerto de Mazatlán, S. A. de C. V.	100	%
Aeropuerto de Zihuatanejo, S. A. de C. V.	100	%
Aeropuerto de Culiacán, S. A. de C. V.	100	%
Aeropuerto de Ciudad Juárez, S. A. de C. V.	100	%
Aeropuerto de Chihuahua, S. A. de C. V.	100	%
Aeropuerto de Torreón, S. A. de C. V.	100	%
Aeropuerto de Durango, S. A. de C. V.	100	%
Aeropuerto de Tampico, S. A. de C. V.	100	%
Aeropuerto de Reynosa, S. A. de C. V.	100	%
Aeropuerto de Zacatecas, S. A. de C. V.	100	%
Aeropuerto de San Luis Potosí, S. A. de C. V.	100	%
Hotels and Services:
Operadora de Aeropuertos del Centro Norte, S. A. de C. V.	100	%
Servicios Aeroportuarios del Centro Norte, S. A. de C. V.	100	%
Servicios Aero Especializados del Centro Norte, S. A. de C. V.	100	%
OMA Logística, S. A. de C. V.(1)	100	%
Holding Consorcio Grupo Hotelero T2, S. A. de C. V.(2)	100	%

(1) Includes subsidiaries with interest in; OMA VYNMSA Aero Industrial Park, S.A. de C.V (VYNMSA) of which the Company owns 51% of the shares, Consorcio Hotelero Aeropuerto de Monterrey, S.A.P.I de C.V. with 85% and Servicios Hoteleros Aeropuerto de Monterrey, S.A. de C.V. with 85%.

(2) Provides hotel services and includes its subsidiaries: Servicios Complementarios del Centro Norte S.A. de C.V., with 100% of the shares, Consorcio Grupo Hotelero T2, S.A. de C.V. and Servicios Corporativos Terminal 2, S.A. de C.V. with 90% of the shares.

The Company has the majority of voting power at shareholders’ meetings of the subsidiaries and has control by virtue of its contractual right to appoint the board of directors of the companies, who are empowered to affect their relevant activities.

As of December 31, 2021, 2020 and 2019, the Company has not made investments in shares of any structured or investment-related entity.

12.         Trade accounts payable

Trade accounts payable consist of the following

	December 31,
	2021		2020		2019
Suppliers and contractors	Ps.	123,330	Ps.	107,507	Ps.	140,806
Customer advances		58,512		91,841		43,102
Statutory employee profit sharing		31,365		4,700		12,883
	Ps.	213,207	Ps.	204,048	Ps.	196,791

F-39

13.         Payable taxes and other accrued expenses

Tax payable and other accrued expenses are comprised of the following

	December 31,
	2021		2020		2019
Accrued expenses	Ps.	210,515	Ps.	172,847	Ps.	202,363
Taxes payable other than income tax		713,850		153,046		345,461
Accrued interest		73,489		44,295		42,438
	Ps.	997,854	Ps.	370,188	Ps.	590,262

14.         Short-term debt

As of December 31, 2021, short-term debt is comprised of credit lines denominated in pesos, with unsecured guarantees as follows:

		2021
Credit line with Banco Nacional de México for Ps.1,000,000, for six months at a variable rate of TIIE 28 plus 1.0 percentage point.	Ps.	1,000,000
Credit line with HSBC Mexico for Ps.900,000, for six months, at a variable rate of TIIE 91 plus 0.50 percentage points.		900,000
Credit line with Banco Santander Mexico for Ps.1,000,000, for six months at a variable rate TIIE 28 plus 1.55 percentage points on average.		800,000
Total short-term debt		2,700,000

As of December 31, 2021, the Company has non-committed short-term credit lines available with financial institutions for Ps.350,000.

F-40

15.         Long-term debt

The long-term debt with credit institutions, debt issuances and other marketable securities is comprised as follows:

	December 31,
	2021		2020		2019
Debt securities issued in the Mexican market on June 16, 2014, for Ps. 3,000,000, accruing interest at a fixed rate of 6.85%, for a 7-year term maturing on June 7, 2021. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA	Ps.	—	Ps.	3,000,000	Ps.	3,000,000
Debt securities issued in the Mexican market on March 26, 2013, for Ps. 1,500,000, accruing interest at a fixed rate of 6.47%, for a 10-year term maturing on March 14, 2023. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA		1,500,000		1,500,000		1,500,000
Unsecured lines of credit with Private Export Funding Corporation (supported by Ex-Im Bank) in 2010 and 2011 for U.S.$ 25,365 thousand maturing on December 21, 2021. As December 31, 2021, 2020 and 2019, outstanding amounts were U.S.$0, U.S.$ 678 thousand and US.$ 2,495 thousand, respectively. Baggage screening equipment was pledged to secure the loan ⁽²⁾. The loan accrues interest at a three-month London Interbank Offered (“LIBOR”) rate plus 1.25 percentage points, with quarterly payments of principal. As of December 31, 2021, 2020 and 2019, the interest rate was %, 1.49% and 3.15%, respectively.		—		13,503		49,575
Debt securities issued in the Mexican market on April 16, 2021, for Ps. 1,000,000, the loan accrues interest at a TIIE 28 rate (1) plus 75 basis points for a 5-year term maturing on April 10, 2026. Financing of green projects specified in the Bank's framework		1,000,000		—		—
Debt securities issued in the Mexican market on April 16, 2021, for Ps. 2,500,000, accruing interest at a fixed rate of 7.83%, for a 7-year term maturing on April 7, 2028.		2,500,000		—		—
Total long-term debt		5,000,000		4,513,503		4,549,575
Less:
Financing commissions		(3,378)		(3,115)		(5,966)
		4,996,622		4,510,388		4,543,609
Current portion long-term debt		—		(3,013,502)		(36,851)
Long-term debt	Ps.	4,996,622	Ps.	1,496,886	Ps.	4,506,758

(1) The Interbank Offering Rate in Mexico “TIIE” to the 28-days as of December 31, 2021, was 5.7150.

(2) Carrying value amounts to Ps.266,181, and Ps.275,095 as of December 31, 2020, and 2019, respectively, and is recorded in improvements to concessioned assets (note 10). The Company is not authorized to grant such equipment as collateral in other loans or sell them to another Company.

F-41

Changes in consolidated long-term debt for the years ended December 31, 2021, 2020 and 2019 were as follows:

	December 31,
	2021		2020		2019
Initial debt balance	Ps.	4,510,388	Ps.	4,543,609	Ps.	4,584,594
New loans		3,500,000		—		—
Long term debt repayment		(13,967)		(42,592)		(40,790)
Amortization of debt securities		(3,000,000)		—		—
Payment of commissions and other expenses		(12,859)		—		—
Amortization of expenses		12,595		2,851		2,663
Exchange rate fluctuation		465		6,520		(2,858)
Ending balance of debt	Ps.	4,996,622	Ps.	4,510,388	Ps.	4,543,609

Maturity of long-term debt as of December 31, 2021, 2020 and 2019 is described in note 21.

The long-term debt securities include certain restrictive clauses, such as limitations on disposal of assets or limitations on incurring liens, as well as early maturity clauses including the maturity of other obligations more than certain thresholds. For the years ended December 31, 2021, 2020 and 2019, these restrictions were met.

16.          Major maintenance provision

The Company has the obligation to perform major maintenance activities in its airports. The provision is recognized as accrued at an amount that represents the best estimate of the present value of future disbursements required to settle the obligation, at the date of the accompanying consolidated financial statements at a discount rate of 8.66%, 7.89% and 8.00% as of December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021, 2020 and 2019, the composition and changes of the Company’s major maintenance provision was as follows:

	December 31,							December 31, 2021
	2020		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	1,317,985	Ps.	626,790	(1)	Ps.	(203,042)	Ps.	692,788	Ps.	1,048,945

	December 31,							December 31, 2020
	2019		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	953,896	Ps.	467,793	(1)	Ps.	(103,704)	Ps.	443,570	Ps.	874,415

	December 31,							December 31, 2019
	2018		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	943,548	Ps.	315,481	(1)	Ps.	(305,133)	Ps.	151,554	Ps.	802,342

(1) Includes Ps.114,137, Ps.75,262 and Ps.23,157, recognized as interest cost in the consolidated statement of income and other comprehensive income, for the unwinding effect of the present value calculation as of December 31, 2021, 2020 and 2019, respectively.

The provision for major maintenance as of December 31, 2021, reflects the update of such provision as a result of the approval in November 2020 of the Master Development Program for the period 2021-2025.

F-42

17.          Labor obligations

a.         Defined contribution plans

Until July 2021, the Company had defined contribution retirement benefit plans for all qualifying employees. The assets of the plans were held separately from the Company's assets in funds under the control of fiduciaries.

The defined contribution plan was terminated during July 2021 and the accumulated funds in the trust were transferred to the personal investment fund plans of each of the qualifying employees.

In 2021, 2020, and 2019, the total contributions to these plans based on the specific rates in the plan amounted toPs.725, Ps.894, and Ps.967, respectively.

b.         Defined benefit plans

This liability for employees derives from seniority premiums benefits and termination benefits. Seniority premiums consist of a single payment equal to 12 days’ salary for each year of service based on the employee’s most recent salary, but without exceedingly twice the current minimum wage established by law and termination benefits consist of an equivalent of 20 days for each year worked and 90 days based of salary determined on actuarial calculations performed by external actuaries, using the projected unit credit.

The Mexican plans normally expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk	The present value of the defined benefit plan obligations is calculated using a discount rate that is determined by long-term government bond yields. To select the discount rate, the yield rate of the bond is considered, which is similar to the duration of the obligations of the Company’s labor liabilities. The average days on which benefit payments are due and not the days that the bonus is due to expire are taken into account, which means that the discount rate depends on the expectation of the flow of payments of the benefits plan.
Interest risk	A decrease in the interest rate of the bonds may increase the liabilities of the plan, however, this is partially offset by an increase in the plan’s debt investment performance.
Longevity risk	The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk	The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

There are no additional retirement benefit plans for qualifying employees.

F-43

The actuarial calculation of the defined benefit obligation was calculated as of December 31, 2021, 2020 and 2019 by actuaries certified by the National School of Actuaries (Colegio Nacional de Actuarios de México). The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The principal assumptions used for the purposes of the actuarial valuations are as follows:

	Year ended December 31,
	2021		2020		2019
Discount rate (see note 5 a.)	7.9	%	7.4	%	8.0	%
Expected rate of salary increase	5.8	%	5.8	%	5.8	%
Average longevity at retirement age for current employees (years)	14		12		14
Inflation	4.0	%	4.0	%	5.0	%

The amounts recognized in the consolidated statement of income and other comprehensive income in respect of these defined benefit plans are as follows:

	Year ended December 31,
	2021		2020		2019
Service cost:
Current service cost	Ps.	9,535	Ps.	8,276	Ps.	7,465
Net interest expense		8,936		8,490		7,156
Reductions and Terminations		—		(9,131)		—
Components of defined benefit costs recognized in profit or loss		18,471		7,635		14,621
Remeasurement on the net defined benefit liability:
Actuarial gains and losses arising from changes in financial assumptions		2,094		2,653		(161)
Actuarial gains and losses arising from experience adjustments		(6,414)		10,386		12,995
Components of defined benefit costs recognized in other comprehensive income (loss)		(4,320)		13,039		12,834
Total	Ps.	14,151	Ps.	20,674	Ps.	27,455

The current service cost and the net interest expense are included in the employee benefits expense in the consolidated statement of income and in other comprehensive income. The remeasurement of the net defined benefit liability is included in other comprehensive income. The amount included in the consolidated statement of financial position arising from the Company’s obligation in respect of its defined benefit plans is as follows:

	December 31,
	2021		2020		2019
Present value of defined benefit obligations	Ps.	129,199	Ps.	115,691	Ps.	106,160

F-44

Movements in the present value of the defined benefit obligation in the current year are as follows:

	December 31,
	2021		2020		2019
Present value of defined benefit obligation as of January 1,	Ps.	115,691	Ps.	106,160	Ps.	79,905
Current service cost		9,535		8,276		7,465
Interest cost		8,936		8,490		7,156
Reductions and Terminations		—		(9,131)		—
Remeasurement (gains)/losses:
Actuarial gains and losses arising from changes in financial and demographic assumptions		2,094		2,653		(161)
Actuarial gains and losses arising from experience adjustments		(6,414)		10,386		12,995
Benefits paid		(643)		(11,143)		(1,200)
Present value of defined benefit obligation	Ps.	129,199	Ps.	115,691	Ps.	106,160

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

◾ If the discount rate increases (decreases) by 1%, the defined benefit obligation would decrease by Ps.15,748 (increase by Ps.18,253).

◾ If the expected salary growth increases (decreases) by 1%, the defined benefit obligation would decrease by Ps.18,987 (increase by Ps.16,005).

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the consolidated statement of financial position.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

There was no change in the process followed by the Company to manage its risks from prior periods.

The average duration period of the benefit obligation as of December 31, 2021, is 12.90 years (2020: 11.78 years and 2019: 13.97 years).

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Expected cash flows from termination benefits and seniority premium benefits for the next 10 years are as follows:

			Seniority premium
Year	Pensions plan		benefits		Total
2022	Ps.	—	Ps.	1,000	Ps.	1,000
2023		559		1,294		1,853
2024		9,794		1,614		11,408
2025		289		1,547		1,836
From 2026 and subsequently		153,931		44,019		197,950
Total	Ps.	164,573	Ps.	49,474	Ps.	214,047

18.         Right of use assets, net and lease liability

As lessee

Lease contracts entered into by the Company are as follows:

In October 2008, the Company acquired the shares of Consorcio Grupo Hotelero T2, S.A. de C.V. As a result of this acquisition, the Company assumed the commitments established in the lease agreement signed with the Mexico City International Airport for a period of 20 years, to construct, prepare and operate a hotel, and manage commercial areas at Terminal 2 of the Mexico City International Airport, establishing a minimum guaranteed income (“MGI”) of Ps.32,406 annually as rent, or a royalty of the 18% of the hotel’s revenue, whichever is greater. The MGI will be adjusted on an annual basis using the NCPI.

a. The following is a summary of the right-of-use assets and the lease liability

Cost	Buildings		Other		Total
Balance as of January 1, 2020	Ps.	224,074	Ps.	23,983	Ps.	248
Additions		9,771		769		11
Decreases		(1,055)		(1,475)		(2,530)
Balance as of December 31, 2020		232,790		23,277		256,067
Additions		41,771		24,754		66,525
Decreases		(29,653)		(6,196)		(35,849)
Balance as of December 31, 2021	Ps.	244,908	Ps.	41,835	Ps.	286,743
Depreciation
Balance as of January 1, 2021	Ps.	(62,266)	Ps.	(15,554)	Ps.	(77,820)
Depreciation of the year		(32,339)		(8,936)		(41,275)
Decreases		27,555		1,928		29,483
Balance as of December 31,2021	Ps.	(67,050)	Ps.	(22,562)	Ps.	(89,612)

b. Amounts recognized in consolidated statement of profit or loss statement:

	2021		2020
Depreciation expense of right of use assets	Ps.	41,275		41,348
Interest expense on lease liabilities		24,402		22,431

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c. The following is a summary of the lease liability:

	2021		2020
Maturity analysis:
Less than one year	Ps.	41,107		26,553
Greater than 1 year and less than 3 years		83,359		55,134
Greater than 3 years		47,666		113,076
Total	Ps.	172,132		194,763

The Company does not face a significant liquidity risk with respect to its lease liabilities. Lease liabilities are monitored through the Company's treasury department.

d. As of December 31, 2021, and 2020, the total cash outflow for leases amounted to Ps.54,589 and Ps.57,325 (excluding items disbursed in excess of the IMG as variable participation), respectively.

As lessor

Revenues from operating leases

Mainly related to leases entered into by the Company, which are based on monthly rental payments that generally increase each year based on the NCPI, and/or the greater of a guaranteed minimum monthly rent plus a percentage of monthly income of the tenant. As of December 31, 2021, 2020 and 2019, the committed future rents to be received are as follows:

	Year ended December 31,
	2021		2020		2019
Duration:
Less than 1 year	Ps.	428,592	Ps.	444,523	Ps.	546,671
Greater than 1 year and less than 5 years		477,409		753,230		843,404
Greater than 5 years		120,726		118,256		161,109
Total	Ps.	1,026,727	Ps.	1,316,009	Ps.	1,551,184

Minimum lease payments in the table above do not include contingent rentals, such as increases by NCPI or increases by a percentage of the monthly income of the lessee. Contingent rental income recorded for the years ended December 31, 2021, 2020, and 2019 were Ps.197,439, Ps.136,181 and Ps.229,727, respectively.

As a result of the impact generated by the COVID-19 pandemic, the Company granted certain discounts to commercial tenants during the second half of the year 2020, which were subject to certain conditions. These discounts were granted based on the decrease in passenger traffic at the Issuer's airports during the period.

Accrued operating lease income is detailed in note 26.

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19.         Income taxes

The Company is subject to Income Tax (“ISR”), whose tax rate was 30% for 2021, 2020 and 2019, and will continue to be 30% for later years.

a.            Income tax are as follows:

	Year ended December 31,
	2021		2020		2019
Current ISR	Ps.	1,217,748	Ps.	480,232	Ps.	1,329,867
Deferred ISR		(245,569)		(85,731)		42,355
Income tax expense	Ps.	972,179	Ps.	394,501	Ps.	1,372,222

b.            As of December 31, 2021, 2020 and 2019, the principal items comprising the balance of the deferred ISR asset (liability) were:

			December 31,
	2021		2020		2019
Liabilities:
Provisions, allowances and labor obligations	Ps.	159,813	Ps.	244,982	Ps.	157,560
Investment in airport concessions, property, leasehold improvements and equipment, net		(225,726)		(426,325)		(407,173)
Tax loss carryforwards (1)		3,242		15,883		14,937
Recoverable tax on assets (2)		28,619		28,619		28,619
Others		(2,137)		3,013		3,340
Total liabilities	Ps.	(36,189)	Ps.	(133,828)	Ps.	(202,717)
Assets:
Provisions, allowances and labor obligations	Ps.	468,314	Ps.	230,532	Ps.	205,834
Investments in airport concessions, property, leasehold improvements and equipment, net		(243,480)		(172,806)		(184,649)
Tax loss carryforwards(1)		243,191		268,930		285,045
Others		(3,621)		(8,898)		(9,226)
Total assets	Ps.	464,404	Ps.	317,758	Ps.	297,004
Net deferred ISR asset	Ps.	428,215	Ps.	183,930	Ps.	94,287

(1) As of December 31, 2021, 2020 and 2019, the Company recognized a deferred tax asset of Ps. 246,433, Ps. 284,813 and Ps. 299,982, respectively, corresponding to the tax losses generated by its subsidiaries. All subsidiaries of the Company expect to benefit from losses in future years based on projections of taxable income and various strategies with favorable tax consequences.

(2) The Company recognized the IMPAC paid during 2002 through 2007. In 2013, the Company recognized the deferred tax asset, which it expects to recover subject to certain conditions established in the Income Tax Law. The updated amount as of December 31, 2021, was Ps. 28,619 (note 20 f).

c.            The changes in deferred tax during the year are follows:

			December 31,
	2021		2020		2019
Beginning balance of deferred tax liability, net	Ps.	183,930	Ps.	94,287	Ps.	132,792
Deferred ISR in profit or loss		245,569		85,731		(42,355)
Income tax effects recognized in other comprehensive income		(1,284)		3,912		3,850
Ending balance of deferred tax asset, net	Ps.	428,215	Ps.	183,930	Ps.	94,287

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d.           The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of net income before income tax is as follows:

		Year ended December 31,
	2021				2020				2019
	Amount		Rate %		Amount		Rate %		Amount		Rate %
Income before income taxes	Ps.	3,835,809			Ps.	1,492,380			Ps.	4,599,656
Current ISR		1,217,748				480,232				1,329,867
Deferred ISR		(245,569)				(85,731)				42,355
Income tax expense and effective rate	Ps.	972,179	25.34	%	Ps.	394,501	26.43	%	Ps.	1,372,222	29.83	%
Add (deduct) effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes.		178,564	4.66	%		53,213	3.57	%		7,675	0.17	%
Statutory rate	Ps.	1,150,743	30.00	%	Ps.	447,714	30.00	%	Ps.	1,379,897	30.00	%

e.            Each airport concession has received approval from the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to carry forward their tax losses up to the earlier of the date of which such tax loss carryforwards are utilized by the airport or the date of expiration or liquidation of the concession. The base years and amounts as of December 31, 2021, are as follows:

	Tax loss
Year of Origin	carryforwards
2002	Ps.	156,580
2003		167,310
2004		213,789
2005		4,631
2006		17,817
2007		44,237
2008		30,697
2011		7,457
2012		29,778
2013		10,827
2015		895
2018		5,765
2019		22,810
2020		26,849
2021		7,438
	Ps.	746,880

f.            In addition to the tax loss carryforwards of the airport concessionaires aforementioned, the Company has tax losses of other subsidiaries other than its concessionaires in the amount of Ps.71,937 the duration of which is 10 years under the Income Tax Law, and the expiration date of which is between 2021 and 2028

g.            In 2021, the Company utilized tax loss carryforwards in the amount of Ps.258,900.

h. The balances of shareholders’ equity tax accounts as of December 31 are:

	December 31,
	2021		2020		2019
Contributed capital account	Ps.	5,039,892	Ps.	4,694,822	Ps.	4,584,512
Net consolidated tax profit account		3,028,125		3,144,619		2,878,878
Total	Ps.	8,068,017	Ps.	7,839,441	Ps.	7,463,390

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i.            Dividends paid from profits generated from January 1, 2014, to individuals residing in Mexico and residents abroad may be subject to additional income taxes of up to 10%, which shall be retained by the Company

20.         Commitment and contingencies

Commitment

Guarantor — In 2014 and 2013, GACN issued long-term debt securities for the amount of Ps. 3,000,000 and Ps. 1,500,000 with terms of 7 and 10 years, respectively, under the 2011 program. The Ps.3,000,000 issue was fully repaid in April 2021. The debt-securities are guaranteed by nine of its airports, whom together with GACN, must meet a minimum guarantee of 80% of consolidated earnings before interest (expense) income, taxes and depreciation and amortization (EBITDA).

In April 2021, GACN issued long-term debt securities for Ps.1,000,000 and Ps.2,500,000 for 5 and 7 years, respectively, under a new program registered in 2021. The issues are guaranteed by the Monterrey Airport, Chihuahua Airport and Culiacán Airport, which, together with the issuer, must meet a minimum guarantee of 80% of consolidated EBITDA.

In December 2021, GACN incurred in short-term debt, through a promissory note, with HSBC Mexico, S.A. for Ps.900,000. Aeropuerto de Monterrey, Aeropuerto de Chihuahua and Aeropuerto de Culiacán are guarantors of this instrument.

Contingencies

I.Property Tax

In the past, various municipalities initiated certain administrative enforcement procedures against the Company for tax credits for property taxes on the real estate where the airports of said cities are located. The airports have filed nullity claims against said procedures, which are pending of resolution.

Acapulco Airport:

a) In February 2019, the Municipal Inspection Directorate notified the Acapulco Airport, S.A. de C.V. (“Acapulco Airport”) in a letter addressed to the Mexican Airport and Auxiliary Services Agency (“ASA”) requiring proof of payment of Ps.27,012 (period from the first quarter of 1996 to the first quarter of 2019) for property tax. In response to the request, the Acapulco Airport presented clarifying briefs to the authority informing that it was not properly addressed to ASA.

In May 2019, the Secretariat of Administration and Finance announced the agreement of the explanatory documents presented by the Acapulco Airport and noted that, having acquired the airport concession, the Acapulco Airport considered itself jointly and severally liable with respect to the tax credit required from ASA, so it was appropriate to require payment of the debt. A nullity claim was filed against this resolution and the Secretary of Infrastructure, Communications and Transportation (SCT) was also called to trial as an interested third party.

b) In May 2019, the Municipal Inspection Directorate presented a notification at the Acapulco Airport's legal domicile, that directly attributed the tax credit indicated in subsection A) above to the Acapulco Airport and required payment of Ps. 27,012 (period from the 1st two-month period of 1996 to the 1st two-month period of 2019) for property tax. A claim for annulment was filed against this resolution and the SCT was also called to trial as an interested third party.

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As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuits are still in effect, since the judgment on the merits to resolve these cases is still pending. However, in the event that the resolution of the trial is not favorable to the Acapulco Airport, it is considered that the economic repercussion of the trial would be borne by the Federal Government, by virtue of the foregoing and given that the Acapulco Airport estimates an unfavorable resolution to be unlikely, it has not recorded any provision in relation to these lawsuits.

Culiacán Airport:

In November 2018, the Revenue Department of the Municipal Treasury of Culiacán in the State of Sinaloa notified a resolution that determined Aeropuerto de Culiacán, S.A. de C.V. (“Culiacán Airport”) a tax credit in the amount of Ps. 5,764 for urban property tax for the periods from the 4th quarter of 2013 to the 3rd quarter of 2018.

A claim for annulment was filed against this resolution and the SCT was also called to trial as an interested third party.

As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuit is still in force, since the judgment on the merits to resolve these cases is still pending.

However, in case the resolution of the trial is not favorable for the Culiacán Airport, it is estimated that the economic repercussion of the trial would be borne by the Federal Government, due to the above and given that the Culiacán Airport considers it unlikely to obtain an unfavorable resolution, has not recorded any provision in relation to these demands.

II. Amparo Trial related to the municipal licenses:

Chihuahua Airport.

In September 2019, the municipal authority of Chihuahua carried out verification visits at the commercial premises located at the Chihuahua Airport to request municipal operating licenses, likewise requiring the Chihuahua Airport to present its construction license.

A request for amparo was filed against such requirements by the Chihuahua Airport, challenging the visit order and the unconstitutionality of the municipal regulations applied. The court issued a ruling in favor of the Chihuahua airport, indicating that the commercial spaces of the Chihuahua airport are under federal not municipal jurisdiction.

The municipal authority challenged the judgment and as of the date of the financial statements, the resolution has not been issued in that instance, so the judgment continues in force since the judgment on the merits has not caused status.

III. Conflict related with ownership of certain lands

Ciudad Juárez Airport

On November 15, 1995, parties purporting to be former owners of land comprising a portion of the Ciudad Juárez airport initiated legal proceedings against the Aeropuerto de Ciudad Juárez, S.A. de C.V. (“Ciudad Juárez Airport”) to reclaim the land (240 hectares), alleging that it was improperly transferred to the Mexican government. As an alternative to recovery of this land, the claimants also sought monetary damages of U.S.$120.0 million.

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Within the trial, the Company challenged the claims of the claimant based on the legitimacy of the possession derived from the Concession Agreement granted by the Ministry of Infrastructure, Communications and Transportation. The Ministry of Infrastructure, Communications and Transportation was called to trial in defense of the interests of the Mexican government.

On July 8, 2016, the local court in Ciudad Juárez ruled that the claims against the Ciudad Juárez airport are inadmissible, and on October 21, 2017, the claimants filed an appeal before the Appellate Court in Chihuahua against the court’s determination. On July 31, 2017, the First Civil Court overturned the lower court’s decision and ruled in favor of the plaintiffs, requiring the Mexican government to pay restitution to the plaintiffs for their loss of property and in accordance with the lawsuit.

The Mexican government filed a direct claim to appeal the decision, and on May 3, 2018, a favorable decision was issued, revoking the appealed decision, pursuant to which the claimant must return the title and payments claimed. The decision of the amparo trial was also favorable to the Ciudad Juárez airport as co-defendant.

On May 25, 2018, the First Civil Chamber in Chihuahua issued, in compliance with the execution of the amparo decision, a new decision absolving the defendants of the payments claimed.

This decision was appealed by the claimant in a direct amparo trial, requesting the Supreme Court of Justice of the Nation (“SCJN”) to resolve the matter definitively by exercising its authority to assert jurisdiction. However, the SCJN resolved not to exercise the power of attraction to hear the matter and ordered the return to the Collegiate Court for the resolution of the amparo trial.

On January 2, 2020, the First Collegiate Circuit Court in Chihuahua issued the judgment in the amparo trial promoted by the plaintiff and denied the amparo requested by the plaintiff. Against the sentence, the plaintiff filed the appeal for review and the Collegiate Court ordered the file to be forwarded to the SCJN for resolution of the appeal.

The session of the appeal for review before the SCJN was held on November 24, 2021, resolving the appeal to the effect that the First Collegiate Circuit Court in Chihuahua proceeds again to the analysis of the concepts of violation of the direct constitutional relief filed by the Creel estate. The resolution by the First Collegiate Circuit Court in Chihuahua is pending.

As of the date of the consolidated financial statements, the contingencies are maintained since there is still no decision to resolve the trial. However, in the event that the judgment is not favorable to the Ciudad Juarez Airport, the economic impact of the trial will be borne by the Mexican government, as established in the concession title. The Ciudad Juárez Airport has not recorded any provision in connection to these claims given that it does not expect an economic impact, even in case of an unfavorable resolution.

Durango Airport

On March 5, 2020, the Company was notified of the lawsuit filed against Aeropuerto de Durango, S.A. de C.V. (“Aeropuerto de Durango“), the Ministry of Infrastructure, Communications and Transportation, the Government of the State of Durango and the Ministry of Agrarian, Territorial and Urban Development. The plaintiff sued for the nullity of the expropriation decree dated September 8, 1975, which affected an area of 40 hectares of the Durango Airport and claims the payment of compensation for the affected area, as well as the payment of damages for the undue use of the property.

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The trial hearing was held with the appearance of the parties and the evidentiary stage of the trial is pending. As of the date of the financial statements, the contingency is still in effect because the trial is still pending the judgment on the merits of the case. In the event that the resolution of the lawsuit is not favorable to Durango Airport, it is considered that the economic impact of the lawsuit will be borne by the Federal Government, as established in the concession title. Durango Airport has not recorded any provision in connection with this lawsuit.

Reynosa Airport

On October 16, 2020, the Company was notified of the lawsuit filed against the AFAC, in which Aeropuerto de Reynosa, S.A. de C.V. (“Aeropuerto de Reynosa“) was called as Interested Third Party. The nullity of the administrative resolution dated February 7, 2020, issued by the AFAC in the Appeal for Review filed by the plaintiff is demanded in order for the AFAC to study the plaintiff’s petition and recognize that the legal requirements for the reversion of the expropriation of 2.6 hectares included in the expropriation decrees of 1970 and 1971 have been met.

Reynosa Airport appeared in the lawsuit and is awaiting the conclusion of the pleadings stage of the proceeding. The lawsuit does not include a financial claim; however, the contingency is maintained until the final judgment in the annulment lawsuit is issued and the challenged resolution is confirmed or, if applicable, a judgment is issued, the effects of which must be complied with by the AFAC.

IV. Conflict related to the purchase-sale of land

Monterrey Airport

On May 14, 2015, Banco Mercantil del Norte, S.A. (“Banorte”), acting as trustee of a certain trust, filed a civil lawsuit against the Monterrey airport in connection with the ownership of 240 hectares of land previously acquired (the “Land”) by the Monterrey airport, which book value in our financial statements as of December 31, 2021 amounted to Ps. 266,850.

By means of the lawsuit, Banorte filed an action to recover possession and requested a declaratory judgment saying that Banorte has a better right than the Monterrey airport to possess the Land and that the Land should be restituted to Banorte, and that the Monterry airpot should pay costs and expenses. Monterrey airport appeared on trial and requested that the company DIAV, S.A. de C.V., (“DIAV”) appear as a defendant in its capacity as seller of the Land. On August 8, 2018, the court found that the plaintiff’s claims were inadmissible due to lack of evidence (the “First Instance Judgment”), and the plaintiff appealed the decision.

The Second Chamber of the Superior Court of Justice of the State of Nuevo Leon heard the appeals against the First Instance Judgment and on July 25, 2019 issued a second instance judgment (“First Second Instance Judgment”) against the Monterrey airport, finding that Banorte had a better right to possess the Land, and ordering the Monterrey airport to return the Land to Banorte.

Both Monterrey airport and DIAV filed injunctions (amparo) against the First Second Instance Judgment in August 2019, which were referred to the Second Collegiate Court in Civil Matters of the Fourth Circuit (the “Collegiate Court”). On August 6, 2021, the Collegiate Court granted the amparo relief to the Monterrey airport leaving without effect the First Second Instance Judgment and ordering a new one that considered, among other matters, that the evidence provided by Banorte was insufficient to prove its claims. In compliance with the amparo ruling, on August 25, 2021, the Eighth Civil Chamber vacated the First Second Instance Judgment. On September 13, 2021, the Eighth Civil Chamber issued a new second instance judgment (the “Second Instance Judgment”) by virtue of which it confirmed the First Instance Judgment, releasing the Monterrey airport of all claims.

F-53

Dissatisfied with the Second Instance Judgments, all the parties to the litigation filed amparo reliefs (including the Monterrey airport with respect to, among other issues, the refusal of the Eighth Civil Court to grant the payment of legal fees and expenses claimed by the Monterrey airport), which were referred to the same Collegiate Court and are currently pending to be resolved.

We believe that in the event of a resolution adverse to the airport’s interests, DIAV as the seller of the Land should be liable for any economic losses resulting thereof; nonetheless, we cannot predict whether we may prevail in a legal action against DIAV. Although Monterrey airport cannot definitively foresee the outcome of this litigation, to date it has not recorded any provision in relation to the contingency, since it considers its position in the litigation to be solid.

V. Penalties (Federal Consumer Protection Agency)

Acapulco Airport

On November 11, 2021, inspectors of the Federal Consumer Protection Agency (“Profeco”) went to Acapulco Airport to request the presentation of documents related to the models or prototypes authorized in accordance with the Mexican Official Standard (NOM) and the calibration of the measuring devices (scales and parking clocks) in accordance with the list of measuring instruments (initial, periodic, or extraordinary mandatory verification). The Acapulco Airport appeared before Profeco to exhibit the requested documentation and disprove the existence of non-compliances.

On November 22, 2021, Profeco notified the summons to the administrative proceeding for violations to the Law and the Airport timely appeared in the proceeding.

On January 10, 2022, Profeco was notified of the resolution issued within the administrative procedure for violations to the Law, by which it determined the application of 38 fines to the Acapulco Airport for non-compliance with the NOM applicable to the time and weight measuring devices operated by the Airport, the total amount of the fines is Ps.14,554. The resolution was challenged by the Airport on January 31, 2022, through an appeal for review and is pending resolution.

As of December 31, 2021, Acapulco Airport has not recorded a provision as it considers the fines determined by Profeco to be inappropriate.

VI. Tax on Assets

Pursuant to the provisions of the Third Transitory Article of the Single Rate Business Tax Law, Aeropuerto de Monterrey, S.A. de C.V. (the “Airport”) on December 20, 2019, and December 16, 2020, respectively, requested a refund of the tax on asset it had paid in prior years.

With respect to the 2018 and 2019 fiscal years the Airport requested the refund of the amounts of Ps.10,220 and Ps.10,624, respectively, which were denied by the tax authority.

On September 16, 2020, the Airport challenged the denial of the refund requested with respect to the 2018 fiscal year, which was resolved in favor of the Airport’s interests by the Federal Court of Administrative Justice.

On April 27, 2021, the Airport challenged the denial of the refund requested with respect to fiscal year 2019, which was also resolved favorably to the Airport’s interests by the Federal Court of Administrative Justice.

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Currently, both lawsuits are pending final resolution since on June 30 and December 1, 2021, respectively, the tax authority filed appeals for review against the favorable resolutions issued by the Federal Court of Administrative Justice.

Aeropuerto de Monterrey, S.A. de C.V. maintains an asset in the amount of Ps. 28,619, in relation to amounts paid for tax on asset and corresponding to refunds for fiscal years 2018, 2019 and 2020. Since the Airport estimates that an unfavorable resolution is unlikely, it has not recorded any provision in relation to the recoverable amount of asset tax.

21.         Financial risk management

a.         Significant accounting policies

The Company is exposed to risks that are managed through the implementation of systems and processes related to identification, measurement, limitation of concentration, and supervision.

The basic principles defined by the Company in the establishment of its risk management policy are the following:

● Compliance with Corporate Governance Standards.

● Establishment, by each different business line and subsidiary, of risk management controls necessary to ensure that market transactions are conducted in accordance with the policies, rules, and procedures of the Company.

● Special attention to financial risk management, basically composed by interest rate, exchange rate, liquidity and credit risks.

Risk management in the Company is mainly preventive and oriented to medium and long-term, risks taking into consideration the most probable scenarios of the variables affecting each risk.

The details of the significant accounting policies and adopted methods (including recognition, valuation and basis of recognition of related income and expenses) for each class of financial asset, financial liability and equity instrument is disclosed in note 4.

b.         Categories of financial instruments and risk management policies

The principal categories of financial instruments, are:

		December 31,
Financial assets	Risk classification	2021		2020		2019
Cash and cash equivalents and other investments held to maturity	Credit and interest rate	Ps.	5,987,164	Ps.	2,948,804	Ps.	3,429,873
Receivables, net	Credit and exchange rate		1,085,670		833,643		757,756

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		December 31,
Financial liabilities	Risk classification	2021		2020		2019
Short-term and long-term debt	Interest rate, exchange rate and liquidity	Ps.	7,696,622	Ps.	4,513,503	Ps.	4,549,575
Trade accounts payable(1)	Liquidity		213,207		204,048		196,791
Accrued interest	Liquidity		73,489		44,295		42,438
Short-term and long-term financial leasing	Liquidity		224,736		194,763		220,860
Accounts payable to related parties	Liquidity		269,249		167,704		187,515

(1) Include the payments of employee statutory profit-sharing amounts, which were Ps. 31,365, Ps.4,700 and Ps. 12,883 as of December 31, 2021, 2020 and 2019, respectively.

Based on the nature of its activities, the Company is exposed to different financial risks, mainly as a result of its ordinary business activities and its debt contracts entered into to finance its operating activities. The Company’s corporate treasury department provides services to the operating units to coordinate the entry into domestic and international markets and monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (interest rate risk and foreign currency risk), credit risk and liquidity risk.

Periodically, the Company’s management assesses risk exposure and reviews the alternatives for managing those risks, supervising and managing the financial risks through internal risk reports which analyze exposures by degree and magnitude of risks. The Board of Directors sets and monitors policies and procedures to measure and manage the risks to which the Company is exposed, which are described below.

c.        Market risk

Interest rate risk management — This risk principally stems from changes in the future cash flows of debt entered into at variable interest rates (or with short-term maturity and presumable renewal) as a result of fluctuations in the market interest rates. The purpose of managing this risk is to lessen the impact in the cost of the debt due to fluctuations in such interest rates.

As of December 31, 2021, 2020 and 2019, the percentage in outstanding long-term debt at fixed and variable interest rates, is as follows:

	December 31,
	2021			2020			2019
Long-term debt	Ps.	5,000,000		Ps.	4,513,503		Ps.	4,549,575
% Fixed rate debt		80	%		99	%		99	%
% Variable rate debt (1)		20	%		1	%		1	%

(1) Long-term debt contracted during 2021 has a 28-day TIIE reference rate. Long-term debt contracted as of December 31, 2020, and 2019, had a three-month London Interbank Offered Rate or “LIBOR” reference rate; such debt was repaid during 2020.

The proportion of long-term debt have interest payments at a variable rate, which exposes the Company to interest rate risk as a result of fluctuations in market interest rates. The risk exposure is mainly caused by the variations that could occur in in the reference interest rate used.

F-56

The Company manages this risk by monitoring constantly the changes of such interest rates. In recent years, the 28-day TIIE has increased. The 28-day TIIE was at its highest level on December 29, 2021 (5.7157%) and its lowest level on May 21, 2021 (4.2745%). Therefore, if interest rates increase significantly, the Company could evaluate to enter into hedging instruments to mitigate the interest rate risk.

Sensitivity analysis for interest rates — The following sensitivity analysis is based on the assumption of an unfavorable movement of basis points in interest rates, in the indicated amounts applicable to each category of floating rate financial liabilities. The Company determines its sensitivity by applying the hypothetical interest rate (reference rate increased at the rate specified plus surcharge) for each category of financial liabilities accruing interest at a variable rate.

As of December 31, 2021, the Company maintained long-term debt, which accrue interest at a variable rate of Ps.1,000,000 (note 15, which disclose the outstanding balances and interest rates of the Company’s financial instruments). A hypothetical, instantaneous and unfavorable 10% change in the 28-day TIIE interest rate applicable to the outstanding debt with variable rates would have resulted in an additional financing expense of approximately Ps.3,736 for 2021.

As of December 31, 2020, and 2019, the Company maintained long-term debt, including the current portion, which accrue interest at a variable rate of Ps. 13,503 and Ps. 49,575, respectively (see note 15, which disclose the outstanding balances and interest rates of the Company’s financial instruments). A hypothetical, instantaneous and unfavorable 10% change in the three-month LIBOR interest rate applicable to the outstanding debt with variable rates would have resulted in an additional financing expense of approximately Ps. 40 and Ps.179 for 2020 and 2019, respectively.

The increase was calculated for U.S. dollar debt based on the year-end exchange rate of each year (Ps.19.9087, and Ps. 18.8727 for 2020 and 2019, respectively).

Exchange risk management – The Company performs transactions denominated in foreign currency; consequently, it is exposed to exchange rate risks, which are managed within the parameters of established and approved policies. The main risk related to the exchange rate involves changes in the value of the Mexican peso against the U.S. dollar.

Historically, a portion of the revenues generated by the Company’s airports (mainly derived from TUA charged to international passengers) are linked to U.S. dollars, although such revenues are collected in pesos based on the average exchange rate of the previous month. Of the Company’s consolidated revenues (excluding construction services revenues), 16.87%, 13.20% and 15.95% were from TUA of international passengers in 2021, 2020 and 2019, respectively. Substantially all other revenues of the Company are denominated in pesos. Based on an appreciation of 10% of the peso against the U.S. dollar, the Company believes that its revenues would have decreased by Ps.116,929, Ps.54,293 and Ps.120,798 in 2021, 2020 and 2019, respectively.

An appreciation of the Mexican peso against the U.S. dollar would reduce the U.S. dollar-denominated revenues and the Company’s obligations under U.S. dollar-denominated debt when expressed in pesos, whereas a depreciation of the peso against the U.S. dollar would increase the Company’s U.S. dollar-denominated revenues and obligations under debt agreements when expressed in pesos.

For the year ended December 31, 2021, the peso depreciated against the U.S. dollar by 2.8%, relative to the exchange rates prevailing at the end of 2020.

F-57

Foreign currency sensitivity analysis – The following sensitivity analyses are based on an instantaneous and unfavorable change in exchange rates which affect the foreign currencies in which the Company’s debt is expressed. These sensitivity analyses cover all the assets and liabilities denominated in foreign currency. Sensitivity is determined by applying a hypothetical exchange rate change to those items, including the outstanding debt expressed in foreign currency.

As of December 31, 2021, 2020 and 2019, a hypothetical, instantaneous and unfavorable change of 10% in the exchange rate of the peso against the U.S. dollar, applicable in the Company’s asset (liability) positions net of U.S.$ 17,459, U.S.$75,718 and U.S.$67,214 (amounts in thousands) would have resulted in an exchange (gain) loss of approximately Ps. (35,734), Ps. (150,745) and Ps. (126,851) as of December 31, 2021, 2020 and 2019, respectively.

The carrying values of monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are as follows (amounts in thousands):

	Liabilities						Assets
	December 31,						December 31,
Currency	2021		2020		2019		2021		2020		2019
U.S. dollars	U.S.$	(4,784)	U.S.$	(4,095)	U.S.$	(10,059)	U.S.$	22,243	U.S.$	81,189	U.S.$	79,208

The transactions in thousands of U.S. dollars for the years ended December 31, 2021, 2020 and 2019, are as follows:

	December 31,
	2021		2020		2019
Technical assistance	U.S.$	3,766	U.S.$	3,766	U.S.$	7,954
Insurance		1,392		1,039		935
Purchase of machinery and maintenance		5,071		7,065		7,685
Software		251		2,152		443
Professional services, fees and subscriptions		1,531		1,786		702
Other		15,554		4,765		4,303

Pertinent exchange rate information at the date of the consolidated statements of financial position is as follows:

	December 31,
	2021		2020		2019
U.S. dollar exchange rate
As reported by the Mexican Central Bank	Ps.	20.4672	Ps.	19.9087	Ps.	18.8727

As of March 31, 2022, the exchange rate as reported by the Mexican Central Bank was Ps. 19.8632

d.        Credit risk

Credit risk management — Credit risk refers to the risk whereby one of the parties’ defaults on its contractual obligations, thereby generating a financial loss for the Company. The objective of this risk management is to reduce its impact by reviewing the solvency of the Company’s potential customers. The creditworthiness of uncollected amounts is periodically evaluated estimates of recoverable amounts are reviewed, resulting in reserves for those amounts whose recovery is considered doubtful, with corresponding entries to the statements of income and other comprehensive income in the period of review. The credit risk has historically been very limited.

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The Company’s maximum credit risk exposure is presented in the amounts included in the table in subsection b) as well as within the past due but not impaired analysis of accounts receivable, included in note 7. The Company holds bonds and deposits that mitigate the credit risk, being the most relevant the guarantee deposits registered as a liability in the consolidated statements of financial position.

The Company adopted a policy to only carry out transactions with solvent parties and obtain sufficient collateral where appropriate as a means of mitigating the risk of financial loss due to possible default. The Company trades only with entities that have the best possible risk rating. The credit exposure is reviewed and approved by senior management committees of the Company. The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by credit rating agencies. Financial instruments that potentially expose the Company to credit risk consist mainly of accounts receivable.

The customer’s balance is primarily comprised of TUA collected by airlines for each passenger traveling using air terminals and subsequently delivered to the Company. The Company has established three credit options: up to 60 days. These days are granted depending on the guarantee that the customer can provide. In case of default, customers will be subject to penalty interests and/or a legal collection process. For both credit customers and cash customers, there are established guarantees, which may include the following: trust, deposit, letter of credit, liquid credit, mortgage and collateral.

As of December 31, 2021, 2020 and 2019, the allowance for doubtful accounts, principally related with accounts receivable, are the amounts described in note 7.

e.         Liquidity risk

Management of liquidity risk – This risk is generated by temporary differences between the funding required by the Company to fulfill business investment commitments, debt maturities, current asset requirements, etc., and the origin of funds generated by the regular activities of the Company and different types of bank financing. Also, different economic or industry factors, such as financial crises or suspension of operations of any airline could affect the cash flow of the Company. The objective of the Company in the management of this risk is to maintain a balance between the flexibility, period and conditions of credit facilities contracted to manage short, medium and long-term funding requirements. In this regard, the Company’s use of project financing and debt with limited resources described in note 15 and the short-term financing for working capital of current assets are significant. The Executive Committee of the Company is ultimately responsible for liquidity management.

This Committee has established an appropriate framework for liquidity management guidelines. The Company manages its liquidity risk by maintaining reserves, adequate financial facilities and adequate loans, while constantly monitoring projected and actual cash flows and reconciling the maturity profiles of financial assets and liabilities. Additionally, as mentioned in note 14, the Company has available credit lines for working capital.

F-59

The following table shows the remaining contractual maturities of the Company’s financial liabilities with agreed repayment periods. This table has been prepared based on the projected non-discounted cash flows of financial liabilities at the date on which the Company will make payments. The table includes projected interest cash flows and capital repayments of financial debt included in the consolidated statement of financial position. To the extent that interest is accrued at variable rates, the non-discounted amount is derived from interest rate curves at the end of the reporting period. Contractual maturity is based on the earliest date when the Company must make the respective payment.

							2029 and
As of December 31, 2021	2022		2023-2025		2026-2028		subsequently		Total
Long-term debt	Ps.	—	Ps.	1,500,000	Ps.	3,500,000	Ps.	—	Ps.	5,000,000
Interest(1)		368,995		863,034		472,801		—		1,704,830
Trade accounts payable		213,207		—		—		—		213,207
Interest Payable		73,489		—		—		—		73,489
Lease Liabilities(3)		29,332		195,404		—		—		224,736
Accounts payable with related parties		269,249		—		—		—		269,249
Total	Ps.	954,272	Ps.	2,558,438	Ps.	3,972,801	Ps.	—	Ps.	7,485,511

							2028 and
As of December 31, 2020	2021		2022-2024		2025-2027		subsequently		Total
Long-term debt	Ps.	3,013,502	Ps.	1,500,001	Ps.	—	Ps.	—	Ps.	4,513,503
Interest(2)		188,641		118,077		—		—		306,718
Trade accounts payable		204,048		—		—		—		204,048
Interest Payable		44,295		—		—		—		44,295
Lease Liabilities		26,553		168,210		—		—		194,763
Accounts payable with related parties		167,704		—		—		—		167,704
Total	Ps.	3,644,743	Ps.	1,786,288	Ps.	—	Ps.	—	Ps.	5,431,031

							2027 and
As of December 31, 2019	2020		2021-2023		2024-2026		subsequently		Total
Long-term debt	Ps.	36,851	Ps.	4,512,724	Ps.	—	Ps.	—	Ps.	4,549,575
Interest(2)		308,630		306,760		—		—		615,390
Trade accounts payable		256,228		—		—		—		256,228
Interest Payable		42,438		—		—		—		42,438
Lease Liabilities		72,320		148,540						220,860
Accounts payable with related parties		187,515		—		—		—		187,515
Total	Ps.	903,982	Ps.	4,968,024	Ps.	—	Ps.	—	Ps.	5,872,006

(1) The projected interest is determined, in the case of obligations with a variable rate, based on TIIE.

(2) The projected interest is determined, in the case of obligations with a variable rate, based on LIBOR and assuming an exchange rate of Ps.19.9087 and Ps. 18.8727 (as of December 31, 2020, and 2019, respectively) per U.S. $1.00.

(3) The time value of money effect of other financial liabilities is immaterial, so they are presented at present value.

The amounts forming part of the debt contracted with credit institutions include fixed and variable rate instruments. Variable-rate financial liabilities are subject to change when variable interest rates differ from the estimated interest rates determined at the end of the reporting period based on their market value.

The Company expects to meet its obligations under its liabilities with its operational cash flows and resources received from the maturity of its financial assets. Additionally, the Company has access to lines of credit with certain financial institutions.

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f.         Financial instruments at fair value

This note provides information about how the Company determines fair values of various financial assets and financial liabilities. Except as detailed in the following table, the Company considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values due to their short-term maturities.

Financial liabilities

Long-term debt (note 15)

December 31, 2021				December 31, 2020				December 31, 2019
Book value		Fair value		Book value		Fair value		Book value		Fair value
Ps.	5,000,000	Ps.	4,811,410	Ps.	4,513,503	Ps.	4,524,746	Ps.	4,594,575	Ps.	4,517,336

	Hierarchy of fair value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,811,410	Ps.	—	Ps.	—	Ps.	4,811,410

	Hierarchy of fair value as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,512,510	Ps.	12,236	Ps.	—	Ps.	4,524,746

	Hierarchy of fair value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,371,570	Ps.	145,766	Ps.	—	Ps.	4,517,336

(1) The fair values of the financial assets and financial liabilities included in the level 2 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties. The fair value of the financial liabilities included in Level 1, corresponds to stock certificates listed on the Mexican Stock Exchange

22.          Shareholders’ equity

a. Subscribed and paid-in capital stock as of December 31, 2021, 2020 and 2019, is comprised of ordinary, nominal shares, composed as follows:

	December 31, 2021
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	340,345,556	Ps.	262,447
Series BB Class I	49,766,000		38,375
Treasury Series B Class I shares	(3,942,131)		(3,040)
	386,169,425	Ps.	297,782

	December 31, 2020
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	340,345,556	Ps.	262,447
Series BB Class I	49,766,000		38,375
	390,111,556	Ps.	300,822

F-61

	December 31, 2019
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	344,004,973	Ps.	265,269
Series BB Class I	49,766,000		38,375
Treasury Series B Class I shares	(2,470,158)		(1,905)
	391,300,815	Ps.	301,739

b. At the Ordinary Shareholders’ Meetings held on April 21, 2021, July 7, 2020, and April 29, 2019, the results for the years ended December 31, 2020, 2019 and 2018, respectively, were approved.

c. During 2021, 2020 and 2019, 3,942,131, 1,189,250 and 2,145,651 shares were repurchased, respectively, for amount of Ps.474,852, Ps.150,000 and Ps.244,201, respectively. As of December 31, 2021, 2020, and 2019, the market price per share was Ps. 137.51, Ps.128.39 and Ps. 141.83, respectively.

d. At the Ordinary General Shareholders' Meeting held on June 11, 2021, the shareholders approved to carry out the issuance of 49,766,000 (forty-nine million seven hundred sixty-six thousand) unsubscribed and unpaid Series B Shares to be kept in the treasury of the Company, exclusively to cover the possible conversion of the Series BB Shares owned by SETA into Series B shares, in case of default under certain financing agreements to which SETA and Aerodrome are parties. Neither such issuance nor its potential conversion will result in any dilution to GACN's shareholders.

e. The number of shares does not reflect unsubscribed and unpaid shares held in treasury.

f. Pursuant to the resolutions adopted at the Annual Ordinary Stockholders' Meeting held on April 21, 2021, the Board of Directors determined the payment of a dividend in the amount of Ps.2,000,000 to be paid in a single installment at the rate of 5.126738671 pesos per share. The payment date was December 14, 2021, upon delivery of coupon number 3.

g. At the Ordinary General Shareholders' Meeting held on July 7, 2020, the shareholders approved the following:

● It was approved to increase the reserve for the repurchase of the Company’s shares to Ps.1,500,000, for which the total amount used for the repurchase of shares during 2019 was transferred, as well as the amount used from January 1, 2020, to the date of the Meeting. Likewise, it was approved to exercise up to said amount, in the period between the date of this Meeting and the date of the Meeting that approves the results of the 2020 fiscal year.

● The cancellation of 3,659,417 repurchased Series B shares for a notional value of Ps.2,822 held in the Company's treasury was approved.

● The decrease of the fixed portion of the Company’s capital stock to Ps.300,822, representing a total of 390,111,556 common shares, of which 49,766,000 shares correspond to Series BB and 340,345,556 correspond to Series B shares.

h. At the Ordinary General Shareholders' Meeting held on April 29, 2019, the shareholders approved the following:

● The payment of a cash dividend of Ps.1,600 million, to be paid in a single installment of Ps. 4.0633 per share (the amount effectively paid was Ps.1,598,680), corresponding to the shares outstanding less the repurchased treasury stock at the payment date (May 31, 2019).

F-62

● It was approved to increase the share repurchase reserve to Ps.1,500,000, for which Ps.33,984 of retain earnings are transferred to the reserve.

i. Shareholders’ equity, except restated paid-in capital and tax-retained earnings, will be income tax on dividends by the Company to the effect upon the distribution rate. Any tax paid on such distribution may be credited against income tax for the year in which the tax on dividends and the following two years, against the tax for the year and interim payments thereof is paid.

j. Retained earnings include the statutory legal reserve. Under the Mexican General Corporations Law, at least 5% of the year’s net profits must be placed in a legal reserve until the reserve equals an amount representing 20% of capital stock at par value. The legal reserve may be capitalized but may not be distributed unless the Company is dissolved and must be replenished if it is reduced for any reason. As of December 31, 2021, 2020 and 2019, it amounts to $60,729.

23.         Accumulated other comprehensive loss

Accumulated other comprehensive loss is as follows:

	Labor obligations
	Amount		Deferred taxes		Total
Balance as of January 1, 2019	Ps.	8,494	Ps.	4,684	Ps.	13,178
Movements of the year		(12,834)		3,850		(8,984)
Balance as of December 31, 2019		(4,340)		8,534		4,194
Movements of the year		(13,039)		3,912		(9,127)
Balance as of December 31, 2020		(17,379)	Ps.	12,446	Ps.	(4,933)
Movements of the year		4,281		(1,284)		2,997
Balance as of December 31, 2021	Ps.	(13,098)	Ps.	11,162	Ps.	(1,936)

Labor obligations generate the effect of actuarial gains or losses.

24.         Related party balances and transactions

a. Advance payments for construction to related parties are as follows

	December 31,
	2021		2020		2019
ICA Constructora de Infraestructura, S.A. de C.V. (1)	Ps.	—	Ps.	7,964	Ps.	178,977
ICA Constructora, S.A. de C.V. (1)		939		90,204		—
Actica Sistemas, S.A. de C.V. (1)		215,772		110,312		—
VCD Construcción y Desarrollo, S.A.P.I. de C. V. (1)		6,787		5,729		3,012
	Ps.	223,498	Ps.	214,209	Ps.	181,989

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b. The accounts payable with related parties are as follows:

	December 31,
Payable:	2021		2020		2019
Servicios de Tecnología Aeroportuaria, S.A. de C.V. “SETA”	Ps.	78,939	Ps.	—	Ps.	80,504
Operadora Nacional Hispana, S.A. de C.V.		2,949		5,928		2,527
VCD Construcción y Desarrollo, S.A.P.I. de C.V.		3,508		5,772		5,335
ICA Ingeniería S. A. de C. V.		367		367		1,177
Actica Sistemas, S. de R.L. de C.V.		4,026		3,971		3,972
Autovía Golfo Centro S.A. de C.V.		30,757		16,442		—
GGA Capital, S.A.P.I. de C.V.		110,495		117,845		75,950
ICA Constructora de Infraestructura, S.A. de C.V.		—		—		16,652
ICA Constructora, S. A. de C. V.		27,419		16,564		—
Grupo ICA Constructora. S.A. de C.V.		—		794		794
Controladora de Operaciones de Infraestructura, S.A. de C.V.		10,298		—		—
Grupo Hotelero Santa Fe, S. A. de C. V.		491		21		604
	Ps.	269,249	Ps.	167,704	Ps.	187,515

The balance payable to GGA Capital, S.A.P.I. of C.V. for Ps. 110,495, Ps. 117,845 and Ps.75,950 corresponds to short term loans as of December 31, 2021, 2020 and 2019, respectively. Loans generated interest at a 91-day TIIE rate plus 3.5 percentage points, the interest rate was 5.7150% and 7.7430%, respectively.

c. The principal transactions with related parties performed in the normal course of business, are as follows:

	Year ended December 31,
	2021		2020		2019
Capital Expenditures:
Industrial warehouse	Ps.	7,548	Ps.	100,194	Ps.	43,599
Expenses:
Payments from technical assistance received		133,458		81,164		150,108
Administrative services(1)		23,420		22,453		43,196
Revenues:
Revenues from Leases		2,401		23,828		72
Administrative services		—		190		—
Interests		14,922		28,633		—
Major maintenance of Concesioned Assets:
Maintenance		1,572		813		310
Concessioned Assets
Improvements and Major maintenance		959,489		564,563		553,405

(1) In 2021, excludes Ps.8,604 of provision for accrued services not invoiced as of December 31, 2021.

Employee Benefits – Employee benefits granted to key management personnel of the Company were comprised solely of short-term benefits of Ps. 78,048, Ps.73,711 and Ps.58,989 in 2021, 2020 and 2019, respectively.

F-64

Technical Assistance – On December 14, 2020, a Third Amending Agreement to the Technical Assistance and Technology Transfer Agreement with SETA was signed with a term through December 31, 2021, and automatic annual renewals thereafter. The annual consideration under the amendment is the greater of U.S. $ 3,766,000 (updated annually according to the U.S. consumer price index) and 3% of the Company’s consolidated EBITDA before payment of the technical assistance fee. For purposes of this calculation, consolidated EBITDA before technical assistance considers exclusively airport concessions and companies that directly or indirectly provide employee services to airports.

In 2021 and 2019 the variable part of the consideration for this concept was greater than the fixed part of US$3,766 (thousand) and US$3,661 (thousand). In 2020 no variable part was generated.

Pursuant to the Company’s bylaws, SETA (as holder of the Company’s Series ”BB” shares) has the ability to appoint and remove the Company’s Chief Financial Officer, Chief Operating Officer and Commercial Director, the right to elect three members of the Company’s board of directors, and the right to veto certain actions requiring approval of the Company’s shareholders (including the payment of dividends and the right to appoint certain members of senior management). In the event of the termination of the technical assistance agreement, the Series ”BB” shares will be converted into Series ”B” shares resulting in the termination of these rights.

If at any time after June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series ”BB” shares, such shares must be converted into Series ”B” shares, which would cause SETA to lose all of its special rights. So long as SETA retains at least 7.65% of the Company’s capital stock in form of Series ”BB” shares, all its special rights will remain in force.

SETA holds 12.8% of GACN outstanding capital stock in the form of Series “BB” shares and, additionally holds 1.9% in the form of Series “B” shares.

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25.         Operating segment data

The reportable segments are determined on the basis of which the Company internally reports its segment reporting to senior management for purposes of making operating decisions. Considering the same accounting basis described in note 4. The financial information of the holding company and its service companies have been combined and included in the “other” column.

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2021	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	2,371,178	Ps.	551,744	Ps.	908,960	Ps.	142,152	Ps.	505,076	Ps.	9,851,832	Ps.	2,328,736	Ps.	1,013,223	Ps.	4,656,916
Tourist
Acapulco		196,631		33,250		44,088		45,693		41,484		1,610,833		475,820		52,188		1,259,100
Mazatlán		317,004		46,368		45,625		19,254		57,049		1,472,456		182,768		54,387		575,299
Zihuatanejo		137,018		22,127		129,957		20,058		26,664		773,651		213,664		130,553		665,716
Regional
Chihuahua		419,027		48,531		63,456		26,384		79,271		1,156,808		311,608		64,277		747,296
Culiacán		573,506		57,560		91,262		22,442		109,180		1,291,889		218,694		93,664		698,863
Durango		155,408		14,536		35,600		10,082		31,170		433,110		178,875		37,840		280,275
San Luis Potosi		192,712		38,345		67,399		24,150		35,288		975,174		592,318		69,963		722,596
Tampico		133,178		20,054		130,162		12,083		21,775		607,634		263,087		133,222		504,349
Torreon		175,268		24,450		28,802		10,811		32,917		455,251		150,071		130,982		307,785
Zacatecas		132,427		14,996		18,318		8,419		21,138		304,253		119,919		38,291		223,770
Border
Ciudad Juarez		403,208		36,148		165,532		15,201		74,111		908,182		322,338		200,447		528,488
Reynosa		119,950		12,133		74,664		20,472		24,219		889,245		490,399		86,752		652,159
Hotel
NH T2 Hotel		—		171,005		—		42,054		35,708		517,121		205,908		105		—
Hilton Garden Inn		—		52,483		—		9,634		5,789		309,245		32,992		—		—
Industrial Park:
VYNMSA		—		68,294		—		28,186		31,222		486,130		262,011		16,127		—
Other		—		4,118,094		—		30,155		4,293,516		23,092,832		10,190,295		10,080		—
Total		5,326,515		5,330,118		1,803,826		487,230		5,425,577		45,135,646		16,539,503		2,132,101		11,822,612
Eliminations		(48,787)		(3,676,739)		(14,922)		—		(1,315,188)		(22,246,505)		(4,888,594)		(14,923)		(141,928)
Consolidated	Ps.	5,277,728	Ps.	1,653,379	Ps.	1,788,903	Ps.	487,230	Ps.	4,110,389	Ps.	22,889,141	Ps.	11,650,909	Ps.	2,117,178	Ps.	11,680,684

F-66

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2020	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	1,278,255	Ps.	479,322	Ps.	802,470	Ps.	122,507	Ps.	445,952	Ps.	6,479,365	Ps.	1,367,347	Ps.	823,103	Ps.	3,870,329
Tourist
Acapulco		117,218		27,159		29,409		44,780		21,587		1,414,504		449,606		29,561		1,257,321
Mazatlán		211,184		37,431		24,704		18,699		63,103		1,358,969		162,731		24,747		548,185
Zihuatanejo		98,645		18,360		45,984		19,091		12,961		623,522		130,925		45,984		553,611
Regional
Chihuahua		215,728		46,049		30,679		25,274		50,038		942,529		172,428		32,225		707,619
Culiacán		359,562		51,732		68,142		20,887		92,341		1,176,640		208,282		68,142		628,208
Durango		79,515		11,083		50,203		8,259		10,220		361,233		130,170		50,534		253,402
San Luis Potosi		108,045		28,508		58,189		21,569		34,648		764,159		507,738		58,189		677,976
Tampico		74,330		17,414		67,530		9,920		10,157		459,542		173,952		67,530		385,514
Torreon		94,892		17,425		12,233		10,605		23,661		427,761		145,686		12,233		288,688
Zacatecas		71,292		10,512		7,480		8,024		20,756		278,600		104,243		7,480		212,775
Border
Ciudad Juarez		199,685		37,736		27,949		12,717		60,241		685,696		251,677		32,311		376,574
Reynosa		58,010		11,500		55,366		9,553		9,171		724,866		445,447		55,366		596,461
Hotel
NH T2 Hotel		—		110,299		—		40,301		(8,609)		498,674		201,062		187		—
Hilton Garden Inn		—		32,614		—		11,430		(6,918)		297,470		31,397		3,628		—
Industrial Park:
VYNMSA		—		56,454		—		23,621		24,082		494,223		277,183		107,952		—
Other		—		2,671,873		—		36,688		1,621,773		18,275,746		6,327,815		10,945		—
Total		2,966,361		3,665,471		1,280,338		443,925		2,485,164		35,263,499		11,087,689		1,430,117		10,356,663
Eliminations		(23,803)		(2,494,432)		(26,469)		(8,581)		(763,696)		(17,071,919)		(3,722,356)		(28,634)		(127,007)
Consolidated	Ps.	2,942,558	Ps.	1,171,039	Ps.	1,253,869	Ps.	435,344	Ps.	1,721,468	Ps.	18,191,580	Ps.	7,365,333	Ps.	1,401,483	Ps.	10,229,656

F-67

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2019	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	2,641,052	Ps.	726,685	Ps.	323,035	Ps.	111,020	Ps.	473,615	Ps.	5,715,147	Ps.	941,349	Ps.	331,393	Ps.	3,168,968
Tourist
Acapulco		227,954		40,241		63,102		43,286		53,812		1,419,091		452,731		63,333		1,269,386
Mazatlán		321,313		52,857		34,573		17,514		52,626		1,261,473		153,667		34,573		541,430
Zihuatanejo		191,512		25,596		22,876		18,660		43,614		605,929		122,048		22,876		524,549
Regional
Chihuahua		411,393		67,021		124,701		17,974		67,379		888,950		157,533		135,394		699,711
Culiacán		617,979		66,286		68,960		18,658		96,278		1,021,410		140,294		69,834		579,084
Durango		150,130		13,433		36,677		7,537		23,014		329,251		104,720		36,677		210,111
San Luis Potosi		174,340		35,631		110,743		12,857		27,938		736,196		470,919		110,743		639,981
Tampico		197,160		28,057		61,823		9,218		31,808		424,573		143,603		61,823		326,939
Torreon		201,446		23,683		18,343		9,883		31,658		394,575		129,541		18,639		285,823
Zacatecas		141,500		13,945		6,842		7,813		31,135		276,150		113,357		6,842		212,224
Border
Ciudad Juarez		380,271		55,990		17,650		11,799		61,374		602,764		211,678		31,452		362,169
Reynosa		113,515		18,240		112,031		8,189		26,375		676,207		400,642		113,242		549,139
Hotel
NH T2 Hotel		—		255,393		—		39,546		77,325		518,590		201,012		9,190		—
Hilton Garden Inn		—		103,474		—		11,382		32,345		301,362		34,001		82		—
Industrial Park:
VYNMSA		—		41,981		—		19,548		15,622		390,478		185,094		46,160		—
Other		—		5,651,607		—		50,368		4,891,268		17,432,325		6,554,142		3,194		—
Total		5,769,565		7,220,120		1,001,356		415,252		6,037,186		32,994,471		10,516,331		1,095,447		9,369,514
Eliminations		(16,903)		(5,400,515)		(46,522)		—		(1,181,880)		(15,717,510)		(3,126,865)		(46,522)		(102,403)
Consolidated	Ps.	5,752,662	Ps.	1,819,605	Ps.	954,834	Ps.	415,252	Ps.	4,855,306	Ps.	17,276,961	Ps.	7,389,466	Ps.	1,048,925	Ps.	9,267,111

F-68

26.         Revenues

According to the General Airports Law on Airports and its regulations, Company revenues are classified as aeronautical services and non-aeronautical services.

Aeronautical services include those services provided to airlines and passengers as well as complementary services.

Non-aeronautical services include those services that are not essential for operating an airport, such as the lease of commercial premises, restaurants and banks.

Revenues generated by aeronautical services are under a price regulation system administered by the Ministry of Infrastructure, Communications and Transportation for airport concessions, which establishes a maximum rate (TM) for each year in a five-year period. The TM is the maximum amount of revenue per “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.

Non-aeronautical services are not covered by the regulation system administered by the Ministry of Infrastructure, Communications and Transportation. However, in some cases, they may be regulated by other authorities, as is the case with revenues generated from the operation of parking lots.

Under the General Airports Law and its regulations, revenues generated from the operation of parking lots are considered aeronautical revenues. For purposes of these financial statements, such revenues are classified as non-aeronautical.

Following is a detail of the composition of revenues of the Company, using the classification established by the General Airports Law and its related regulations, with the exception of non-aeronautical revenues as mentioned in the preceding paragraph:

	Year ended December 31,
	2021		2020		2019
Aeronautical services:
Domestic TUA	Ps.	3,422,714	Ps.	1,857,551	Ps.	3,776,401
International TUA		1,169,292		542,933		1,207,989
Landing charges		206,114		147,387		229,919
Platform for embarking and disembarking		134,436		90,257		150,055
Aircraft parking charges on extended stay or overnight		36,539		31,905		35,910
Domestic and international passenger and carry-on baggage check		52,998		29,688		62,970
Aerocars and jetways		22,395		19,920		48,074
Other airport services, leases and regulated access rights		233,240		222,917		241,344
Total revenues from aeronautical services	Ps.	5,277,728	Ps.	2,942,558	Ps.	5,752,662

F-69

	Year ended December 31,
	2021		2020		2019
Non-aeronautical services:
Commercial activities
Car parking charges	Ps.	217,728	Ps.	126,818	Ps.	279,463
Advertising(1)(2)		70,338		59,695		76,200
Retail operations(1)(2)		86,128		64,486		124,554
Food and beverage(1)(2)		120,148		87,499		144,374
Car rental operators(1)(2)		142,651		111,037		149,454
Time share developers(1)(2)		13,557		12,683		16,663
Financial services(1)(2)		8,355		7,853		10,367
Communication and services(1)(2)		18,137		17,800		16,006
Services to passenger		3,561		3,281		4,127
VIP lounges		49,381		36,538		51,176
Other services		49,593		44,300		43,542
Total revenue from commercial activities		779,577		571,990		915,926
Diversification activities:
Hotel services		221,728		141,890		357,032
OMA Carga		257,210		183,382		194,936
Real estate services		19,721		16,499		18,181
Industrial services		63,737		51,272		39,451
Other services		6,889		7,547		4,966
Total diversification activities		569,285		400,590		614,566
Complementary activities:
Leasing of space(1)(2)		122,639		85,729		83,477
Access rights		21,316		15,819		19,709
Documented baggage inspection		150,238		86,491		175,006
Other services (CUSS and CUTE)		10,324		10,420		10,921
Total of complimentary activities		304,517		198,459		289,113
Total revenue from non-aeronautical services	Ps.	1,653,379	Ps.	1,171,039	Ps.	1,819,605

(1) These revenues are considered as commercial concessions.

(2) Revenues from commercial concessions and complementary activities are generated principally based on the terms of Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) and/or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent are included under the caption “Commercial concessions” above.

Approximately 76% of consolidated revenues for the years ended December 31, 2021, 2020 and 2019, generated by the Monterrey, Acapulco, Mazatlán, Culiacán, Chihuahua, Ciudad Juárez, and San Luis de Potosí airports.

F-70

27.         Cost of services

The cost of services is as follows:

	Year ended December 31,
	2021		2020		2019
Wages and salaries	Ps.	229,358	Ps.	228,993	Ps.	242,473
Maintenance		142,069		124,563		177,191
Security and insurance		128,299		134,774		161,351
Utilities (electric, cleaning and water)		144,727		122,961		177,250
Building lease		2,015		2,543		15,683
Allowance for doubtful accounts		646		17,738		(241)
Cost of hotel service		44,282		30,650		85,706
Equipment lease, fees and others		90,711		103,736		94,794
	Ps.	782,107	Ps.	765,958	Ps.	954,207

28. Subsequent event

a. Dividend payments

On January 19, 2022, a single dividend payment was made in the amount of Ps. 4,325,841 in the amount of Ps. 11.201923995 pesos per share upon delivery of coupon number 4. The dividend was declared in resolutions adopted by its General Ordinary and Extraordinary Shareholders’ Meeting, held on December 22, 2021, in which the Board of Directors was delegated to determine the amount and date of payment of the dividend.

b. Debt issuance and bank loans repayment

On March 31, 2022, GACN completed of its issuance of Ps. 4,000,000 in bonds linked to long-term sustainability, in two tranches, one at a variable rate and the other at a fixed rate The variable rate tranche in the amount of Ps. 1,700,000 in 5-year bonds at a variable rate at 28-day TIIE plus 14 basis points. The fixed rate tranche Ps. 2,300,000 in 7-year bonds at a fixed rate of 9.35%. The Bonds will be paid at maturity. With these issuances proceeds of the Issuances, GACN has prepaid short-term loans for a total amount of Ps. 2,700,000. The remaining proceeds will be used primarily to finance investments committed under the Master Development Program for the Group's airports.

c. Dividend declaration

On April 22, 2022, at the Shareholders’ Meeting, shareholders approved, among other matters, the payment of a cash dividend to shareholders of Ps.2,300,000 which will be paid in two installments: the first installment of Ps.1,800,000 no later than May 31, 2022, and a second installment of Ps.500,000, no later than July 31, 2022.

29.         Authorization for the issuance of the consolidated financial statements

The Company’s consolidated financial statements were authorized for issuance on April 29, 2022, by the Chief Executive Officer, Ricardo Dueñas Espriu and Ruffo Pérez Pliego del Castillo, General Director of Administration and Finance and, consequently do not reflect the events occurred after that date.

* * * * * *

F-71

EX-1.1

Exhibit 1.1

BYLAWS OF

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S. A. B. DE C.V.

ARTICLE ONE.Corporate Name.

The name of the Company is Grupo Aeroportuario del Centro Norte, which shall always be followed by the words “Sociedad Anónima Bursátil de Capital Variable”, or its abbreviation “S. A. B. de C.V”. The Company shall be governed, on matters not prevailed on these bylaws, by the Stock Market Law, the provisions issued in accordance to such law by the competent authorities and supplementary by the provisions of the General Law of Commercial Companies.

ARTICLE TWO.Purpose.

The purpose of the Company shall be:

1. To acquire shares, interests, or partnership interests in private entities or in entities with state participation, whether as founder or through acquisition of shares or interests in entities already established, dedicated to the administration, operation including the provision of airport services, complementary and commercial services, construction and/or exploitation of civil aerodromes and under the terms of the Airports Law and its implementing Regulation, as well as to participate in the capital stock of the entities that provide any type of services, and to vote its shares as required, always in a block for the same purpose, in accordance with these bylaws, or according to instructions given to it by the Board of Directors, the shareholders of the Company or any other person to whom such power has been granted under the terms of these bylaws; to sell, transfer or dispose of any of these shares or participation interests or other titles as permitted by law.

2. To receive from other Mexican or foreign entities, companies or individuals, and to provide to the companies in which it has an interest or participation or to other companies, entities or individuals, the services that may be required to carry out its purpose, including but not limited to, the technical consulting services in the industrial, administrative, accounting, marketing or finance areas related to the administration, operation, construction and/or exploitation of airports.

3. To request and obtain by any legal means, for itself or through its subsidiaries, concessions and permits to carry out the administration, operation, construction and/or exploitation of the airports, as well as for the provision of any other services necessary for the exploitation of such airports and the performance of any other activity that supports and be complementary to such purpose, including but not limited, to any warehousing activity, and any other activity complimentary to the services provided and that directly benefit such services, as well as grant guarantees regarding such concessions and permits.  Likewise, under the terms respectively set by the corresponding guidelines and the concession title, the entity may receive, for itself or though its subsidiaries, the income for the use of the infrastructure of the civil aerodrome, for the execution of contracts, for the services that provided directly, as well as for the commercial activities that it performs. As well, the company may provide handling services, warehousing and custody of goods in Bonded Warehouses according to the different forms provided by the Law of the matter, prior to obtaining the concessions and necessary authorizations for it; in the same way, the company may operate, coordinate, direct, supervise, and/or provide cargo and download services, and handle merchandise according to the Law of the matter.

4. To obtain, acquire, use, license, or dispose of all type of patents, invention certificates of inventions, registered marks, trade names, copyrights or other rights regarding the same, whether in the United Mexican States or abroad.

5. To obtain all types of loans or credit arrangements with or without specific guarantees, and to grant loans to companies or civil entities regulated by the civil codes, entities, or individuals with whom the Company may have a shareholding relationship of more than 50% (fifty percent) of its voting capital stock or in which the Company controls the other (according to what is defined in the Sixth Article).

6. To grant all types of guarantees and sureties for credits issued or responsibilities assumed by the Company or by entities in which the Company may have an interest or shareholding of more than 50% (fifty percent) of the voting capital stock or in those which the Company controls it in another manner (according to what is defined in the Sixth Article).

7. To issue and subscribe all types of credits, to accept them and to endorse them, including responsibilities with or without in rem guarantees.

8. To issue unsubscribed shares of any class that make up the share capital held in the treasury stock of the Company for delivery through a corresponding subscription, as well as to enter into option contracts with third parties in whose favor the right to subscribe and pay in the shares that the Company issues for such purpose. Likewise, the Company may issue unsubscribed shares under the terms and conditions set forth in Article 53 (fifty-three) and other applicable articles of the Mexican Stock Market Law.

9. To maintain, hold, sell, transfer, dispose of, or take on loan any type of assets, real or personal property, as well as the real property rights to them, that may be necessary or advisable to carry out its purpose or for the activities that the companies or civil code regulated entities in which the Company may hold an interest or participation.

10. In general, to carry out and perform all those related, incidental or accessory acts, contracts, and transactions that are necessary or advisable to carry out the foregoing purposes.

2

ARTICLE THREE. Registered Address.

The registered address of the Company is Mexico City, Federal District.  Nevertheless, it may establish offices, agencies, or branches in another part of the United Mexican States or abroad or submit itself to agreed addresses without it being implied that it has changed its registered address.

ARTICLE FOUR. Nationality.

The company has a Mexican nationality. Any foreigner that, at the time of incorporation or thereafter, acquires an interest or participation in the Company, shall be considered for this purpose as Mexican regarding the shares or rights that it acquires in the Company; the goods, rights, concessions, participations or interests in which the Company is the owner; and of the rights and responsibilities derived from the contracts to which the Company is a party, and it shall be therefore understood, that it is advisable to not invoke the protection of its Government, under penalty to the contrary of losing in favor of the Mexican nation, its rights or property that it would have acquired.

ARTICLE FIVE. Term.

The term of the Company is unrestricted.

ARTICLE SIX.Capital Stock.

The capital stock shall be variable. The minimum fixed share capital without right of withdrawal is $300,822,102.99 (Three Hundred Million, Eight Hundred Twenty-Two Thousand, One Hundred and Two 99/100 Mexican Currency.) represented by 390,111,556 (Three Hundred Ninety Million, One Hundred Eleven Thousand, Five Hundred Fifty-Six) registered ordinary Class I shares, without a par value, fully subscribed and paid-in. The variable portion of the capital stock is unlimited and shall be represented by the amount of registered ordinary Class II shares and shall have other specifications set by the shareholders meeting that resolves such issuance. Both classes of the capital stock of the Company shall be divided into two series of shares as follows:

1. Series “B” shares.  The Series “B” shares may be acquired by any person, including individuals, companies, or entities defined as foreign investors according to Article 2 (two) of the Foreign Investment Law, and

2. Series “BB” shares. The Series “BB” shares are unrestricted and shall be issued according to Article 112 (one hundred and twelve) of the General Law of Commercial Companies, and may be acquired by any person, including individuals, companies, or entities defined as foreign investors according to Article 2 (two) of the Foreign Investment Law. According to Article 112 (one hundred and twelve) of the General Law of Commercial Companies, the Series “BB” shares shall be subject to the following rules:

3

a. The shareholders of Series “BB” shall have the right to nominate 3 (three) members of the Board of Directors of the Company, and their alternates by majority vote of the shareholders representing this series, who shall have the rights and special authority as established in these bylaws.  The special authority that corresponds to the shareholders of “BB” shares under the terms of these bylaws, or to the directors designated by them, including but not limited to, those referred to in Articles Ten, Eighteen, Nineteen and Forty-Four below, shall have no effect at the termination of the Technical Assistance and Technology Transfer Agreement mentioned in the immediately following subparagraph (c), in the terms and subject to the conditions established in such agreement so that it may be terminated without the necessity of modifying the present bylaws;

b. The Series “BB” shares may only be transferred upon prior conversion to Series “B” in accordance with the rules set forth in the Eleventh Article of these bylaws, unless (i) the holder of such Series “BB” shares is the Federal Government or any decentralized federal public administration body, or majority state owned entity, or (ii) they are transferred to a Related Party, that is not an individual, that complies with all that is established in point  3.2 of the call and bidding guidelines for the shares representing the capital stock of the Company, published in the Federal Official Gazette on December 17, 1999, and with notice given to the Secretary of Communications and Transports with at least 15 (fifteen) business days in advance of such circumstance, showing proof of compliance of the above mentioned requirements; and

c. Notwithstanding paragraph (b) above, the Series “BB” shares may be converted into Series “B” shares after 15 (fifteen) years have elapsed, commencing on June 8, 2000, the date on which the Company entered into the Technical Assistance and Technology Transfer Agreement with the holder of the Series “BB” shares (the “Strategic Partner”), provided that in a special shareholders meeting with fifty one percent (51%) of the Series “B” shareholders, that are not property of the Strategic Partner or a Related Party thereto, vote in favor of (i) approving the conversion, and (ii) solve not to renew the Technical Assistance and Technology Transfer Agreement. Nevertheless, in case the Strategic Partner at the expiration of the above referenced fifteen (15) year-term, holds Series “BB” shares, whether directly or indirectly, representing at least 7.65% (seven-point sixty five percent) of the capital stock of the Company, then such shares shall automatically be converted to Series “B” shares.

For purposes of these bylaws, a Related Party with respect to a specific person means: (i) the person or persons, whether individuals or entities, that, directly or indirectly, are under the Control of the specific person, that have the direct or indirect capacity to exercise Control over the specific person, or that are under common control with the specific person, as the case may be; (ii) the persons with the capacity to determine the business policies of the specific person; (iii) in the case that such specific person is an individual, those individuals that have a familial relationship (whether by blood or marriage, including to the fourth degree) with such specific person; (iv) regarding the Company, the Strategic Partner; and (v) regarding the Strategic Partner, its shareholders and Related Parties (as defined in this paragraph) of them, as well as any person if applicable, that has entered into the Operating Agreement necessary for the Strategic Partner to in turn comply with its obligations under the Technical Assistance and Technology Transfer Agreement.

4

For purposes of the immediately preceding paragraph, “Control” means (i) the direct or indirect shareholding of 20% (twenty percent) or more of the voting capital stock of an entity; (b) the power to designate the majority of the members of a board of directors or the administrators of an entity; (c) the power to veto the decisions of the majority of shareholders or partners, or the right to require their vote to adopt resolutions in accordance with the laws that apply to the general shareholders meeting; or (d) the existence of commercial relationships that represent 15% (fifteen percent) or more of the total consolidated income of a person; and

Additionally, in case that the Technical Assistance and Technology Transfer Agreement is terminated in advance, the Series “BB” shares shall automatically convert into Series “B”.

At no time may foreign investment participate, whether directly or indirectly, in an amount that exceeds 49% (forty nine percent) of the capital stock of the Company, unless it obtains from the National Foreign Investment Commission a favorable resolution to the effect that such foreign investment exceeds 49% (forty nine percent) of such capital stock, in accordance with Article 19 (nineteen) of the Airports Law, and Article 8 (eight) of the Foreign Investment Law.

The Company may issue un-subscribed shares of any class that make up the capital stock held in the Treasury Stock of the Company for delivery upon subscription. The Class “II” shares that are held in Treasury and regarding which the Company grants options for their subscription and payment, shall be mandatorily converted to Class “I” shares upon the exercise and payment of these options by it or by the shareholders of the same, and consequently the minimum fixed capital stock of the Company shall be automatically increased and the Board of Directors shall, within 30 (thirty) days from the exercise of such options of the Class “II” shares of the Company, convoke an extraordinary shareholders meeting in which the modification to this Sixth Article is approved to reflect the minimum fixed capital of the Company after the exercise of the above referenced option. Likewise, the company may issue unsubscribed shares under the terms and conditions set forth in Article 53 (fifty-three) of the Stock Market Law.

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All common shares shall confer, within their respective series, equal rights and responsibilities to their holders. The share certificates and titles that support the shares must contain all those requirements set forth in Article 125 (one hundred twenty-five) of the General Law of Commercial Companies; may represent one or more shares and must be signed by a member of the Board of Directors appointed by the Series “B” shareholders and by one member of the Board of Directors appointed by the Series “BB” shareholders, and shall contain an exact transcription of this Article, as well as Articles Ten, Eleven, Twelve, Thirteen, and Fourteen of these bylaws.

In reference to shares deposited in an agency for deposit of securities, the Company may deliver multiple shares to such institution or one share that supports all or a portion of the shares that are the subject of the issue and deposit. In such case, the shares that represent them, shall be issued mentioning “for deposit” in the institution for the deposit of the securities in question, without requiring transcription of the name, address, or shareholder’s nationality in the document. When the company and the institution for the deposit of securities agree-on, shares without coupons adhered may be issued. In this case, the records issued by the institution will serve as such coupons for all legal effects in the terms of the Stock Market Law. The Company shall issue the corresponding definitive shares within a term of no longer than 180 (one hundred eighty) calendar days that has been agreed upon the issuance or exchange.

ARTICLE SEVEN. Registration.

The Company shall maintain a Registry Book of shares which may be maintained by the Company, by a Mexican credit institution or by an institution authorized to deposit securities that acts for and in the name of the Company as the Registration Agent, through which all of the transactions related to subscription, acquisition or transfer of shares must be registered and in which the names, domiciles and nationalities of the shareholders must be indicated, as well as, the information of those in whose favor the shares were transferred.  Under the assumption that the shares representing the capital stock of the Company are traded on the securities market, such Registry Book shall be updated annually with those registries and records maintained for such effect by the depositary institution in which the Company’s shares are on deposit, in conformance with those applicable dispositions of the Securities Market Law.

The Registry Book shall remain closed during the periods comprising the third business day prior to the holding of any shareholders meeting until and including the date of such meeting, therefore, there shall be no inscription whatsoever in the Registry during such period.

The Company shall only consider as legitimate shareholders, those who are registered as shareholders in the Registry Book under the terms of Articles 128 (one hundred twenty-eight) and 129 (one hundred twenty-nine) of the General Law of Commercial Companies and/or according to Articles 290 (two hundred ninety), 293 (two hundred ninety-three) and others that are applicable under the Stock Market Law.

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ARTICLE EIGHT.Cancellation of the Registration.

Where the shares of the Company are registered in the National Securities Registry, under the terms of the Stock Market Law and the general regulations issued by the National Securities and Banking Commission, and resolves the cancellation of the registration of the shares of such Registry, whether by its own request or by resolution passed by the National Securities and Banking Commission, the company is obligated to perform a purchase public offer prior to the cancellation and under the terms of Article 108 (One Hundred and Eight) of the Stock Market Law.

Once the offer is made, the company is obligated to affect in a trust for a minimum period of sixth months, the necessary resources to purchase the shares not acquired by investors, at the same price of the offer made.

The person or group of persons that have the control of the company at the time of the public offering, shall be alternatively responsible with the company for the compliance of the provisions of this article.

The purchase public offering shall be adjusted to Articles 96 (Ninety-six), 97 (Ninety-seven), 98 (Ninety-eight), section I and II (First and Second), and Article 101 (One Hundred One), first paragraph of the Stock Market Law.

The Board of Directors of the Company, under the terms of 10 (ten) business days prior to the initial offering and after hearing the committee’s opinion, committee that performs matters related to companies’ practices, shall prepare, and deliver its opinion to the public investors through the corresponding stock market regarding the offering price and conflict of interests that, whether the case may be, the board members may have with respect to the offer. The Board’s opinion may be accompanied by another opinion issued by an independent expert, hired by the company.

The company may request the National Securities and Banking Commission an authorization to use a different basis to determine the offering price considering the financial situation and perspectives of the company, as long as there is an approval of the Board of Directors prior to an opinion of the committee that performs matters related to companies’ practices- containing the motives by which it is justified to establish a different price and supported by a report of an independent expert.

The modification of this Article of the bylaws requires the prior approval of an extraordinary shareholder meeting with a minimum quorum of 95% (ninety five percent) of the voting shares of the Capital Stock.

ARTICLE NINE. Repurchase of Shares.

The Company may, upon prior agreement from the Board of Directors, acquire the shares representative of its own capital stock or negotiable instruments that represent such shares, disregarding the prohibition established in the first paragraph of Article 134 (One Hundred thirty-four) of the General Law of Commercial Companies, as long as:

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1. Purchase is made through Bolsa Mexicana de Valores, S.A. de C.V. (the “Stock Market”);

2. Purchase, and if appropriate, alienation in the Stock Market is carried out at market price, except in the case of public offerings or authorized auctions by the National Securities and Banking Commission;

3. Purchase is charged to its own shareholders equity in whose case may hold them without the need to perform a decrease in the capital stock or charged to the capital stock, in which case will be converted into non-subscribed shares preserved in the treasury without the need of a shareholders meeting. The company may convert shares acquired in the terms of the foregoing Article Nine to non-subscribed shares kept in the treasury. In any case, the company shall inform about the amount of the subscribed and paid capital when the authorized capital represented by issued and non-subscribed shares is advertized.

4. The ordinary shareholders meeting expressly resolved for each fiscal year, the higher amount of funds that can be used to the purchase of its own shares or negotiable instruments representing such shares, with the only limitation that the sum of funds destined to this purpose, may never exceed the total net income of the company, including retained earnings;

5. The company is up to date in payments of the obligations related to debt instruments issued and registered in the National Registry of Securities issued by the company; and

6. The acquisition and alienation of shares or negotiable instruments representing such shares, under no circumstances may lead to exceeding the percentages referred to in Article 54 of the Stock Market Law, nor to fail compliance of the maintenance requirements from the listing of the stock market in which the securities are listed.

The treasury stocks and negotiable instruments representing such shares owned by the company, or the non-subscribed and issued shares kept in the treasury, may be placed to the public investors without the need of a shareholders meeting resolution, nor agreement from the board of directors. For purposes of this paragraph, the provisions of Article 132 of the General Law of Commercial Companies shall not apply.

As long as the company owns the shares, they shall not be represented or voted in shareholders meetings, nor exercise corporate or economical rights of any kind, nor shall be deemed outstanding for purposes of determining the quorum and voting at shareholders meetings.

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Legal entities that are controlled by the company shall not acquire, directly or indirectly, representative shares of the capital stock of the company, nor negotiable instruments representing such shares. Acquisitions made through investment companies are exempt from the above prohibition.

The provisions of this Ninth Article shall equally apply to acquisitions or alienations carried out on derivative financial instruments or optional securities underlying representative shares of the capital stock of the company that are paid in kind, in which case, point (1) and (2) of the Ninth Article shall not apply to the acquisitions or alienations.

Acquisitions and alienations referred in this article nine, the reports of such operations that shall be submitted to the shareholders meetings, the rules for disclosing information, the form, and the terms in which these operations are announced to the Mexican National Banking and Securities Commission, to the Stock Market, and to the public investors, shall be subject to the general provisions issued by the Mexican National Banking and Securities Commission.

ARTICLE TEN.

The shareholding by any person in the capital stock of the company shall not be subject to any restriction other than those set forth in the applicable law and these bylaws.

ARTICLE ELEVEN. Transmission of Series “BB” Shares.

The shares representing the Series “BB” can only be transmitted with the previous conversion to the corresponding Series “B” on the understanding that as long as the Technical Assistance and Technology Transfer Agreement executed  with the Strategic Partner is in force and active, and can only be transmitted according to the following rules: (i) up to 51% (fifty one percent) of representative shares of Series “BB”, after the term of 7 (seven) years has elapsed commencing as of the acquisition date of the corresponding Series “BB” shares (the “Seven-years Waiting Term”); and (ii) up to 49% (forty nine percent) of representative Series “BB” shares can be transmitted in any time. After the Seven-Year Waiting Term, the Series “BB” shareholders will be able to alienate up to one eight of such 51% (fifty one percent) of the representative capital stock of series “BB” shares of their property, and in any moment such shareholder of the series “BB” shares may alienate or in any other form transfer without restrictions up to 49% (forty nine percent) of its shares, directly or indirectly in Series “BB” shares.

Subject to the limits established in the immediately preceding paragraph, Series “BB” shareholders that desire to convert them into Series “B” shares for later transmission, shall communicate their decision to the Board of Directors of the company, which within the following 15 (fifteen) business days, in case of its approval, shall exchange the corresponding share certificates.

ARTICLE TWELVE. Public Offer Transactions.

If the company trades its shares in the stock market and does it accordingly to the applicable legal provisions regarding carrying out a voluntary or compulsory acquisition public offering, the following shall apply:

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1. The person or group of persons that pretend to purchase or reach through any means, directly or indirectly, the ownership of 30% (thirty percent) or more of the ordinary shares of the company, in one or several transactions of any nature, simultaneously or successive, shall be obligated to perform such purchase through a public offer in the terms of the applicable legal provisions and according to the following:

a. The offer shall be extended to the different series of the company;

b. The offered consideration shall be the same, regardless of the kind or share series.

c. The offer shall be made (i) for the capital stock percentage of the company equivalent to the proportion of ordinary shares intended to be acquired and relevant to the total of the same shares, or for the 10% (ten percent) of such capital stock, whichever is greater, as long as the offeror limit its final possession regarding the offer to a percentage that does not involve gaining the control, or (ii) for the 100% (on hundred percent) of the capital stock when the offeror pretends obtaining the control.

d. The offer shall state the maximum number of shares offered, and if applicable, the minimum number offered in which acquisition is conditioned.

e. The offeror shall not pay, deliver, or provide any service involving a premium or surcharge to the price offered to a person or group of persons linked to the intended recipient of the offer.

The limitation mentioned in this section (e) shall not include the payment for compensations arising from agreements executed  and linked with the offer (including without limitation, transfer contracts, termination agreements or any other type of agreement the company should celebrate with the Strategic Partner regarding the agreements executed  among such parties) that impose a person an obligation to perform or not to perform in benefit of the offeror or of the company, as long as such agreements were previously approved by the Board of Directors of the company, with the Audit Committee’s opinion, as well as revealed previously to the public investors.

2. The acquisition public offers referred in point (1) above and (3) below, shall require approval from the majority of the members of the board of directors appointed for each series of shares representative of the capital stock of the company.

3. In the case of the above point (1) above and in the case that through the performance of the public offer, the offeror intends to acquire the control of the company, the board of directors´ procedure for approval shall apply the provisions contained in section IV regarding shareholder meetings and shareholder rights from the Stock Market Law in what does not contradict to what is established in the Twelfth Article of this instrument.

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For purposes of the foregoing, the following shall apply:

a. The offeror shall notify the company through the Board of Directors, the terms, and conditions of the intended offer (the “Offer Notice”).

b. Immediately upon receiving the Offer Notice, the Board of Directors shall (i) transmit to the stock market the relevant event in the terms of the applicable law, and (ii) make it available to all the shareholders.

c. The Board of Directors shall prepare   after listening the opinion of the company’s corporate practices Committee, an opinion about (i) the price and/or offered considerations, (ii) the other terms and conditions of the offer, and (iii) the conflict of interests that, if applicable, any of the members of the Board of Directors may have with respect to the offer.

d. The Board of Directors may attach to the opinion referred to in sub-section (c), an independent expert opinion hired by the company.

e. The Board of Directors shall announce to the public investors through the stock market, the opinions referred in sub-section (c) and (d) mentioned above within the following 3 (three) months as of receiving the Offer Notice.

f. The members of the Board of Directors and the CEO of the company shall disclose to the public investors, together with the opinions referred in sub-section (c) and (d), if applicable, the decisions to be made with respect to the property of its shares.

If the Board of Directors approves the terms and conditions of the offer, the offeror shall obtain authorization (express or implied) from the Department of Communications and Transports (the “SCT”) with respect to the “change of control” prior initiating an acquisition public offer.

For purposes of the preceding paragraph only and in accordance with Article 23 of the Airports Law, when a person or group o persons owns 35% (thirty five percent) or more of the certificates representing the capital stock of the company, have the control over the shareholders meetings, is in the possibility to appoint the majority of the members in charge of management, or by any other means controls de company, shall be deemed to have the control.

If the Board of Directors approves the terms and conditions of the offer, the rest of the acts necessary to continue with the offer shall be performed by the offeror. The abovementioned shall include without limitation, obtaining the corresponding governmental authorizations, as well as the carrying out the notices that according to the law are required.

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For purposes of this twelfth article, and if necessary, the company shall collaborate with the offeror to obtain the authorizations and perform the corresponding notices.

4. If prior to the initial date of the public offer, the shareholders of the Series “BB” shares inform about their intention of accepting the offer (without being this an obligation to participate once the offer is made), the initiation of the same shall be conditioned to obtaining the corresponding authorizations from the SCT, as well as those regarding to the replacement of one of the partners of the Strategic Partner in their respective capacities as Mexican Partner or Airport Partner.

Notwithstanding the provisions of this article, the acquisition public offer shall not be necessary when:

1. The acquisition or transmission of shares happens by inheritance, legacy or other provisions or instruments regarding “causa mortis”.

2. The increase in the percentage of shareholding of any shareholder of the company is a consequence of a decrease in the number of shares circulating by a share repurchase by the company or by an early amortization of the same.

3. The increase in the percentage of shareholding of any shareholder of the company is the result of a share subscription in consequence of a capital increase performed by such shareholder in proportion to the number of shares held before such capital increase in the terms of Article 132 of the General Law of Commercial Companies;

4. The acquisition of shares is made by the company or subsidiaries, or by trusts incorporated by the company or subsidiaries, or by any other controlled person by the company or subsidiaries; and

5. The acquisition of shares is made by: (a) the person that maintains the effective control of the company; (b) any legal entity that is under the control of the person above mentioned in subsection (a); (c) the estate of the person above mentioned in subsection (a); (d) ascendants or descendants in straight line of the person above mentioned in subsection (a); (e) the person referred in subsection (a) when it is reacquiring shares from any legal entity referred in subsection (b) or ascendants or descendants referred in subsection (c) and (d).

ARTICLE THIRTEEN.  Increase and Reduction of the Capital Stock.

Except for any reductions in the capital stock as provided in the Ninth Article, the increases and decreases of the minimum fixed capital of the company shall be approved by an extraordinary shareholders meeting, subject to the provisions of these bylaws and the General Law of Commercial Corporations.

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Increases or decreases to the variable part of the capital stock, shall be solved by an ordinary shareholders meeting which complies with the voting requirements established in the bylaws, and whose minute be formalized under a notary public without the need of registering it in the Public Registry of Property and Commerce.

Pursuant to the terms of Article 53 (Fifty-three) and other articles applicable from the Stock Market Law, the company may issue non-subscribed shares that the treasury may keep in order to subscribed them later by the public-investors, as long as: (i) the extraordinary general shareholders meeting approves the maximum amount of the capital increase and the conditions to be made for the allocation of the shares, (ii) the subscription of issued shares is made by means of public offering upon its registration in the National Registry of Securities, in any case, complying with the Stock Market Law and other general provisions that emanate from it, and (iii) the amount of the subscribed and paid capital of the company is announced when the company advertises the authorized capital represented by issued and non-subscribed shares. The preemptive and tag-along subscription right referred to in Article 132 (One Hundred Thirty-two) of the General Law of Commercial Corporations, shall not apply when in the case of capital increase through public offerings.

In the event of any capital increase, shareholders shall have the preemptive right to subscribe such increase in proportion to the number of shares each one possess at the time of its approval according to Article 132 (One Hundred Thirty-two) of the General Law of Commercial Companies as established below, except when: (a) the subscription offer is made under the terms of Article 53 (Fifty-three) of the Stock Market Law, (b) is a consequence of a merger with another company, (c) is a consequence of payment of shares in kind, (d) is a consequence from the capitalization of liabilities in charge of the company, or (e) is about shares kept in the treasury to convert obligations in the terms of Article 210 (Two Hundred Ten) bis of the General Law on Securities and Credit Obligations.

Capital increases may be carried out under any of the assumptions referred to in Article 116 (One Hundred Sixteen) of the General Law of Commercial Companies, through payment in cash or in kind, or through capitalization of liabilities or reserves in charge of the company or any other stockholders’ equity account. By virtue that the share certificates of the company does not contain the expression of its face value, it won’t be necessary to issue new certificates in case of capital increase as a result of the capitalization of premiums on shares, capitalization of retained earnings or valuation or reevaluation reserves capitalization, unless the shareholders meeting that approves such increase requests for it and approves in the terms of Article 53 (Fifty-three)  and other applicable of the Stock market Law and Article 210 (Two Hundred Ten) bis of the General Law on Securities and Credit Obligations.

New shares may not be issued until the previously issued shares have been fully paid.

The preemptive right established in this article shall be exercised by subscribing and paying the shares issued to represent the increase within the term of 15 (fifteen) business days following the publication date of the shareholders meeting resolution that decreed the capital increase in the Federal Official Gazette and in the regular local newspaper.

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Notwithstanding the foregoing, if all the shares of the capital stock were represented in the corresponding shareholders meeting, such term of 15 (fifteen) business days shall be calculated as of the date in which the meeting was gathered, and the shareholders shall be considered notified at the time of the resolution. In this case, the publication of the corresponding resolutions shall not be necessary.

Any increase in the capital stock shall be registered in a Stock Variation Record Book held by the company for this purpose.

The shareholders that own the representative shares of the variable part of the capital stock shall not have the right to withdraw referred to in Article 220 (Two Hundred Twenty) of the General Law of Commercial Companies.

Decreases in the capital stock may be performed to absorb losses, to reimburse shareholders their contributions or to free them from non-performed exhibitions, as well as under the provisions of Article 206 (Two Hundred Six) of the General Law of Commercial Companies. Decreases in the minimum fixed part of the capital stock shall require a resolution from an extraordinary general shareholders meeting and the consequently amendment of the Sixth Article of these bylaws, in which case should comply with the established in Article 9 of the General Law of Commercial Companies, unless the capital stock decrease is solely performed to absorb losses.

Decreases in the capital stock to absorb losses or through reimbursement to the shareholders, shall be performed proportionally to the fixed minimum part and to the variable capital part, as well as to both share series. In the event that shareholders agree by unanimity of votes, capital stock reductions by reimbursement to shareholders may be performed in different proportions or only to the shareholders who agree to it.

In any case, the capital stock shall be decreased to less than minimum, and all decrease in the variable part of the capital stock shall be registered in the Stock Variation Record Book held by the company for such purpose.

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ARTICLE FOURTEEN. Subsidiaries Interest.

The subsidiaries of the company or companies over which it exercises control, shall not, directly, or indirectly, invest in shares of the company or of any other company which it is one of its subsidiaries, unless such subsidiaries acquire shares of the company to comply with options or sales plans of shares agreed or that may be granted or designed in favor of the employees or officials of such companies or of the company itself according to the rules established by the Stock Market Law.

ADMINISTRATION OF THE COMPANY

ARTICLE FIFTEEN. Composition.

The administration of the Company shall be entrusted to a Board of Directors. The Board of Directors shall be always composed by at least 11 (eleven) board members, in the understanding that the Board shall always be composed of an odd number of members and at least 25% (twenty five percent) shall have an independent capacity in terms of Article 24 of the Stock Market Law and the general nature regulations issued by the National Banking Commission.

All shareholder or group of shareholders of the series “B” shares that owns 10% (ten percent) of the capital stock, may appoint in the terms of Article 50 (Fifty), section I of the Stock Market Law, a member of the Board of Directors. The shareholders of series “BB” shares shall have the right to appoint 3 (three) members of their respective alternates in the terms of the Sixth Article of these bylaws. Only the board members that were appointed by the minority shareholders may be removed when all the others are removed as well.

To appoint members of the Board of Directors of the company, shareholders shall comply with the following:

At the Annual Ordinary General Shareholders Meeting that meets to acknowledge the approval of the report referred to in Article 172 of the General Law of Commercial Companies, the Board of Directors shall ratify or appoint the proposal of the members of such Board of Directors.

The members of the Board of Directors will remain in their position for a one-year period, unless: (i) of death or incapacity of the member; (ii) the member quits; (iii) there is an impediment in the terms of the applicable law; (iv) when 51% (fifty one percent) of the shares gathered in an Ordinary Shareholders Meeting approves it, except for the three board members appointed by the Series “BB” shareholders. The Board members shall continue performing their duties for 30 (thirty) calendar days more, when its substitute has not been appointed or when the latter has not taken its position, even when the appointment term has concluded, and without being subject to Article 154 of the General Law of Commercial Companies.

In any of the assumptions mentioned in subsections (i) and (ii) referred to in the preceding paragraph, the member position shall be occupied by the person appointed by the Board of Directors as interim-regular board member, or the Ordinary Shareholders Meeting shall meet to ratify the interim board member or even appoint the new regular board member who shall act as interim until the end of the period authorized. In the event that the interim board member is subject to subsections (i) and (iii) referred to in the last paragraph, the Board of Directors shall appoint an interim board member that will substitute the former member, which shall be on duty until the next Ordinary Shareholders Meeting gathered to ratify or appoint the new board member, and which shall enter to perform duties when the former member has ceased to be part of the Board of Directors.

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At each shareholder meeting that approves the appointment of the members of the Board of Directors; shall first appoint the members of the Board of Directors elected by: (i) the shareholders or group of shareholders of the Series “B” shares that represent 10% (ten percent) of the capital stock, (ii) the shareholders of series “BB” shares, and (iii) in the event that (a) at least eleven members have not yet been appointed, (b) there is not an odd number of board members, or (c) the 25% (twenty five percent) of independent board members are not yet appointed as mentioned before, the shareholders meeting shall appoint the missing members by majority of votes.

The members of the board of directors and their alternates, if applicable, shall be persons with recognized experience that may or not be shareholders; they can be reelected and will receive a remuneration determined by the shareholders meeting as proposed by the board of directors.

In terms of the Stock Market Law, the company shall indemnify the board members for damages caused by their performance in the company, controlled companies, or in those that has a significant influence, unless in the case of willful offences or an act of bad faith, or illegal acts according to the applicable law. For this purpose, the Board of Directors may propose to the shareholders meeting contracting insurance, bails or guaranties that cover the amount of such indemnification in favor of the board members.

ARTICLE SIXTEEN.Chairman and Secretary.

The Chairman and Assistant Secretary of the Board of Directors shall be appointed by most of the votes of shareholders. The Chairman of the Board of Directors shall have the deciding vote in case of a tie vote.

The Chairman shall chair the Board of Directors meetings and in its absence, a board member elected by the Board for its best performance. As secretary of the meetings, the Secretary of the Board, and in his absence the Pro-secretary, and in the absence of both, the person appointed by the Board of Directors of the foregoing meeting.

The Secretary and Pro-secretary of the Board of Directors shall not form part of such company’s body and shall be subject to the obligations and responsibilities established in the Stock Market Law.

The Chairman of the Board of Directors shall have the faculties attributed to it by the law, these bylaws or authorized by the Board of Directors, or by the shareholders meeting.

ARTICLE SEVENTEEN.Authority.

In addition to what is established in Article Eighteen, the Board of Directors shall have the authority to instruct the CEO, the granting or removal of all class of general, special and/or limited powers by the company in favor of one or more members of the Board of Directors, employees and/or officers of the Company and/or its subsidiaries, and in general to any third party, with the authority to include in such powers the delegation and/or substitution of the same.

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ARTICLE EIGHTEEN.Duties.

To comply with its powers and authority, the Board of Directors of the company shall have the following duties and attributions:

1. Establish the general strategies to conduct the business, the business plan, and the annual investment budget of the company and companies being controlled;

2. Authorize capital investments outside the annual budget approved for each fiscal year;

3. Monitor the management and conduct the company and controlled companies considering the relevance of their financial, administrative, and legal situation of the company, as well as the performance of the relevant director;

4. Propose to shareholders stock capital increase of the company;

5. Propose stock capital increase of subsidiaries of the company;

6. Approve the five-year development master program for airports operated by subsidiaries of the company to be submitted for approval before the Department of Communications and Transports and its amendments;

7. The way the company will vote its shares in the shareholders meetings of its subsidiaries.

8. The administrative structure of the company and the companies controlled.

9. The appointment of the CEO within the candidates proposed by the members of the Board of Directors and appointed by the series “BB” shareholders in the terms of subsection (i) of Article Nineteen;

10. Removal of the CEO for justified causes;

11. Acquisition and alienation by the company of the representative shares of the capital stock of the company. As an exception of the above are (a) the acquisition of shares and/or negotiable instruments issued by investment companies and (b) the acquisition of negotiable instruments through investment companies.

12. Appointment and removal of new committees and powers delegation to the same, or modification of the authority of the existing committees.

13. Appointment of the members of the bodies exercising audits and corporate practices; provided that (a) at least one of its members shall be appointed among those proposed by the board members which were appointed by the series “BB” shareholders according with subsection (iv) of Article Nineteen, and (b) complies with the independence requirements establishes in the Stock Market Law.

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14. Authorization and presentation of proposals to the shareholders meeting of the company regarding (a) the dividend policy of the company, and if applicable, (b) the application of profits of the company;

15. Appointment of transitory board members without the intervention of a shareholders meeting when any of the assumptions of Article Fifteen of these bylaws exists or of Article 155 of the General Law of Commercial Companies;

16. Authorization for public offers purchase in the terms of  Article Twelve hereof;

17. Submit to the general shareholders meeting held when closing the fiscal year:

a) The annual reports of the Audit Committee and Corporate Practices Committee, if applicable.

b) The Annual report of the CEO accompanied by the opinion of the external auditor.

c) The Board of Director’s opinion about the content of the CEO’s report referred to in the previous subsection.

d) The report referred to in Article 172, section b) of the General Law of Commercial Companies, containing the main policies, information, and accounting criteria to prepare the financial information.

e) The report about the operations and activities intervened according to the Stock Market Law.

18. Follow up the main risks to which the company and controlled companies are exposed, identifying them base on the information submitted by the existing Committees to support the Board of Directors, the CEO and external auditor, as well as to the accounting systems, internal control, internal auditing, records, archive or information of the company and controlled companies, which can be done through the Audit Committee.

19. Appoint and remove the Internal Auditor of the company and establish its duties and attributions.

20. Approve any policies for information and communications with shareholders and the market, as well as with the Board members and relevant directors.

21. Determine actions to address irregularities that are aware and implement the corresponding corrective measures.

22. Establish policies to regulate the terms and conditions that the CEO will adjust in the performance of its powers of ownership.

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23. Instruct the CEO disclosure to the public of relevant events under its knowledge.

24. Approve, after the opinion from the body that performs corporate practices duties:

a) Policies and guidelines for the use and enjoyment of the goods that integrate the equity of the company and controlled companies by related parties.

b) Operations, each one individually with related parties, seeking to negotiate with the company or controlled companies. The following operations shall not require approval from the Board of Directors, if adhere to the policies and guidelines approved by the Board to such purpose:

(i) Operations that according to their amount lack of relevance to the company or controlled companies.

(ii) Operations performed among the company and controlled companies, or with those that have a significant influence, or with any of the above if: within the ordinary or usual line of business or made at market prices or supported by valuations performed by specialist-external agents.

(iii) Operations performed with employees, as long as are carried out in the same conditions as with any client or customer or as a result of general services provided.

c) Derogations for which the Board member, relevant director or person with authority, take advantage of the business opportunities for itself or for third parties, corresponding to the company or controlled companies, or that withholds a significant influence, that exceed the limits established in Article 25 (b);

d) The comprehensive remuneration of the CEO;

e) Define policies to establish and compensate relevant directors, which shall comply with the Technical Assistance and Transfer or Technology Agreement referred to in point 2 c) of Article Six of these bylaws;

25. Approve, after the opinion from the body that performs auditing duties:

a) The financial statements of the company and subsidiaries.

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b) Executed operations, whether simultaneous or successive, which by its nature may be considered as a single operation and that intends to be carried out by the company or controlled companies within a year when they are unusual or non-recurring, or it amount represents based on figures corresponding to the closing of the immediate quarter in any of the following assumptions:

(i) Purchase or sale of goods priced equal or above to five percent of consolidated assets of the company or $20’000,000.00 (twenty million 00/100 USD) dollars, including any sale of shares representing the capital stock of the Company´s subsidiaries.

(ii) Execution of guarantees or liabilities assumption, either through direct credits, financial leases, bonds, obligations or other trading securities, or in any other way for an amount equal or greater to five percent of consolidated assets of the company, or $40’000,000.00 (forty million 00/100 USD) dollars, or when the level of indebtedness established in the annual business plan is exceeded.

Debt value investments or banking instruments are exempt if performed according to the policies approved by the Board for such purpose.

c) Policies to grant loans or any other type of credit or guarantees to related parties.

d) Guidelines relating to internal control and internal auditing of the company and the companies controlled.

e) Accounting policies of the company adjusting them to the recognized accounting principles, to the financial reporting standards and to the general nature provisions;

f) Retaining an external-auditing firm for the company proposed by the Auditing Committee according to the Fortieth Seven Article of these bylaws, and if applicable, hiring additional or complementary services to the external audit services.

26. Any of the resolutions referred to in point 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 22, 23, 24 a), 24 b), 24 c), 24 c), 24 e), 25 a), 25 b), 25 c), 25 d), 25 e), and 25 f) of this Article, shall require the favorable vote of the members of the Board of Directors appointed by the shareholders of the series “BB” shares. Likewise, a favorable vote of the members of the Board of Directors appointed by the series “BB” shareholders is required when the appointment of the transitory Board members referred to in point 15, correspond to the Board members appointed by the series “BB” shareholders.

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ARTICLE NINETEEN.Rights of the Directors Appointed by the Series “BB” Shareholders.

The members of the Board of Directors appointed by the shareholders of the series “BB” shares, acting unanimously, shall have the following exclusive faculties:

(i) Submit to the Board of Directors the name or names of candidates to be appointed as CEO of the company;

(ii) Propose the removal of the CEO of the company;

(iii) Appoint and remove half of the first level officers of the administration according to the Technical Assistance and Transfer of Technology Agreement referred to in point 2 (c) of Article Six of these bylaws, as well as the policies determined by the Board of Directors in terms of the point  24 (e) of Article Eighteen of these bylaws; and

(iv) Propose the appointment of at least one of the members of each of the committees of the company, in the understanding that it shall comply with the independence requirements established in the Stock Market Law.

ARTICLE TWENTY.  Calls.

Calls for the meetings  of the Board of Directors shall be made in writing by the Chairman, the Secretary or by the 25% (twenty five percent) of the members of the Board of Directors, or by the President of the Audit Committee or Corporate Practices Committee, and shall be delivered personally, by certified mail with return receipt, telefax, or any other means authorized by the board members to the other board members, with at least 5 (five) business days in advance to the fixed date of the meeting. The calls shall specify all matters to be discussed by the Board and include documentation to support such matters. The Board shall be authorized to consider or act with respect to any other matter not specified in the call when all of the members of the Board of Directors are present, or if applicable, their alternates. The call shall not be necessary if all members of the Board of Directors (or alternates, if applicable) are present in the meeting.

Likewise, the Chairman, the Secretary or the 25% (twenty five percent) of the members of such Board, as well as the President of the Audit Committee and the President of Corporate Practices, shall have the right to include in the Agenda the points deemed necessary to discuss.

ARTICLE TWENTY-ONE.Meetings.

The Board of Directors shall meet when called at least once every 3 (three) months. The meetings of the Board of Directors shall take place in the company’s address or in any other location inside the United Mexican States or abroad, as set out in the call, provided that, in order to meet in a different location from the company’s address, the call shall be made by the Chairman of the Board of Directors or by at least 3 (three) members of the same. If the Chairman does not attend the meeting, then the Board member appointed by the majority of the members present shall chair it. If the Secretary, or if applicable, the Pro-secretary does not attend the meeting, then the person appointed by the majority of votes of the members of the Board of Directors, shall act as such. The meeting’s minutes of the Board shall be transcribed in a Book used for such purpose and shall be signed by the person acting as Chairman and Secretary of the same.

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Copies or evidence of the meeting’s minutes of the Board of Directors and shareholders meetings, as well as the entries contained in the books and company’s records, may be authorized, and certified by the Secretary of the Board of Directors.

ARTICLE TWENTY-TWO.Conflict of Interest.

The members of the Board of Directors, the Audit Committee, and the Corporate Practices members, that on a specific matter have conflict of interest according to the Stock Market Law, shall inform it to the Board of Directors or to the abovementioned committees prior taking any decision, and shall leave from the meeting during the discussion of such matter and abstain from voting.

The members of the Board of Directors shall be responsible for the resolutions agreed to the matters referred to in the last paragraph, unless in the assumptions of Article 159 (One hundred fifty-nine) of the General Law of Commercial Companies.

ARTICLE TWENTY-THREE.Quorum.

In order to validate the meetings of the Board of Directors, the majority of its members shall attend, and in order to validate the resolutions of the Board of Directors, the affirmative vote of the majority of its members is required, unless that these bylaws require the vote of a specific member to validate such resolutions.

According to the last paragraph of Article 143 of the General Law of Commercial Companies, the Board of Directors may validly agree on resolutions without the need that members personally meet in a formal meeting. Agreements taken outside of a meeting, shall be approved in all cases by the favorable vote of the majority of the members of the body in question, or in the event of a definitive absence or incapacity of any member, the favorable vote of the corresponding alternate member, according to the following provisions:

1. The Chairman, on his/her own initiative or at the request of any two members of the Board of Directors, shall inform all of the members of the Board of Directors or their alternates in written form of all agreements intended to be taken outside a meeting and the reasons that justifies it. Likewise, the Chairman shall deliver to all of them, as requested, all documentation and clarifications required for such purpose. The Chairman may be helped by the Secretary to perform the required communications;

2. In the event that all members of the Board of Directors or its alternates required for a vote expressly declare to the Chairman or auxiliary members their consent to the agreements or resolutions submitted, shall do so in writing. The written consent shall be delivered to the Chairman and the Secretary immediately through any means that guarantee that will be received;

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3. Once the Chairman and the Secretary receive confirmations in writing of all members of the Board of Directors, shall immediately proceed to transcribe the minute in the corresponding Minute Book, that shall contain all resolutions taken, the same that will be formalized with the signature of the Chairman and the Secretary.

Responsibilities of the Board Members

ARTICLE TWENTY-FOUR.Duties and Responsibilities of the Members of the Board of Directors.

By the very fact of accepting the position, the members of the Board of Directors of the company shall assume the diligence and loyalty duties established in Articles 29 to 37 and others applicable from the Stock Market Law.

The liability regime applicable to the administration of the company shall be the one established from Articles 29 to 40, and other applicable of the Stock Market Law.

Subject to point  24 (c) of Article Eighteen and for purposes of the provisions of the Stock Market Law, shall not be considered as taking advantage or to use a business opportunity corresponding to the company when a member of the Board of Directors, directly or indirectly, perform activities that are ordinary or usual to the company or controlled companies, or in those that have a significant influence, due to the fact that, if such members are elected by the shareholders meeting, they will be considered for all legal purposes excused by the Board of Directors of the company.

Any responsibility carried out by the managers of the company, shall be validated through (i) the express approval of the performance of their obligations by the shareholders meetings; (ii) the implied approval of the status of the financial position by the shareholders meeting; or (iii) The execution of the resolutions by managers taken by shareholders meetings with strict adherence to their instructions ordered.

Committees

ARTICLE TWENTY-FIVE. Conformation.

The Board of Directors, directly or on the proposal of the CEO, for the development of the duties that these bylaws and applicable law appoint to them, shall have the help of one or more committees established for such purpose. When solving the incorporation of a committee, the Board of Directors shall establish the rules regarding its integration, powers and obligations, operation and other related matters with such committee.

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ARTICLE TWENTY-SIX.Surveillance.

Surveillance of the operations and compliance of the shareholders and Board of Directors agreements shall be trusted to one or two committees that perform Auditing duties and Corporate Practices, as well as to the legal entity that performs the external audit.

ARTICLE TWENTY-SEVEN.Integration and Operation of Committees performing Auditing and Corporate Practices Duties.

Committees that perform auditing duties and corporate practices, shall integrate exclusively with independent board members and appointed members of the Board of Directors proposed by the Chairman of the Board of Directors, and at least one of its members shall be proposed by the board members appointed by the series “BB” shareholders.

If the company is controlled by a person or group of persons that own fifty percent or more of the capital stock, the committee performing corporate practices duties shall integrate by at least a majority of independent board members.

The members of the Corporate Practices and Auditing Committees shall last a year in office and will remain in the performance of their duties, even when the term has expired for which they have been appointed or by quitting the position until the persons appointed to replace them take possession of their positions or for a period of 30 (thirty) calendar days in the absence of the designation of an alternate member or when he/she has not yet taken possession of the position.

The Presidents of the Corporate Practices and Auditing Committees shall be appointed and removed exclusively by the General Shareholders Meeting proposed by the Chairman of the board of Directors. Likewise, the persons chairing the Auditing and Corporate Practices Committees shall act according to Article 43 (forty-three) of the Stock Market Law and the other applicable legal provisions.

The internal regulations of each Committee, and if applicable, its amendments and supplements, shall be prepare  d and proposed by the corresponding Committee for approval of the Board of Directors.

The Auditing Committee shall meet at least 4 (four) times a year, or as often circumstances require them to meet; the Corporate Practices Committee shall meet when compelling matters exists. The administration officers called, and the independent auditor shall attend each meeting and will participate in the capacity of guests with the right of voice but without voting rights. The committee that performs auditing duties shall meet periodically with the internal auditor and independent auditor in separate executive meetings.

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ARTICLE TWENTY-EIGHT.Corporate Practices Duties.

The committee that performs Corporate Practices meetings shall have as a general duty to monitor and mitigate risks in the performance of businesses or in benefit of a determined group of shareholders, subject to authorizations or issued policies by the Board of Directors; supervise compliance of legal provisions and stock market regulations mandatory for the company; as well as other duties and responsibilities that including but not limited to the following:

(i) Call shareholders meetings in terms of the Stock Market Law.

(ii) Approve policies for use and benefit of goods that integrate the company’s equity.

(iii) Prepare the annual report on activities performed and submit it to the Board of Directors, the annual report shall contemplate at least the following aspects: (a) Observations regarding the performance of relevant directors; (b) Operations with related parties during the exercise informed; (c) the payment packages or integral remuneration of the CEO and relevant directors of the company; and (d) exemptions granted by the Board of Directors for a board member, relevant director or person with authority in terms of the Stock Market Law takes advantages of business opportunities for itself or third parties in the terms established in Article Eighteen of these bylaws. Support the Board of Directors in preparing the reports on accounting practices.

(iv) Issue opinions about operations executed  with related parties.

(v) Authorize the remuneration package of the CEO and policies to determine remunerations of relevant directors.

(vi) Others provisions prevailed in terms of the Stock Market Law, administrative provisions issued according to such law, the bylaws or by agreement of the shareholders meeting or Board of Directors are entrusted.

ARTICLE TWENTY-NINE. Auditing Duties.

The committee that performs Auditing duties shall have as a general commitment to monitor and supervise the integrity of the financial information, the process and accountability systems, control and record of the company and controlled entities; supervise the technical capacity, independence, and function of the legal entity that performs the external audit, the internal control efficiency of the company, and the financial risks valuations. Additionally, including but not limited, shall have the following duties:

1. Request the opinion of an independent expert when necessary for the proper performance of its duties or when the Stock Market Law or the general provisions required them.

2. Call shareholders meetings in terms of the Stock Market Law and request to include points deemed relevant to the Agenda.

3.Monitor implementation of mechanisms and internal controls (including without limitation, the approval of internal control regulations and administrative procedures) that enable to verify that acts and operations of the company and controlled companies, adhere to the applicable norm, as well as to implement methodologies that make possible comply with the above.

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4. Inform the Board of Directors of the situation of the mechanisms and internal controls, as well as the internal audit of the company or of the legal entities controlled, including detected irregularities, if applicable.

5. Prepare pertinent opinions according to point 25 of Article Eighteen and the Stock Market Law. Among others, the Auditing Committee shall prepare the opinion referred to in Article 28, section IV, subsection c) of the Stock Market Law regarding the content of the report submitted by the CEO and submit it for the Board of Directors considerations for subsequent submission to the shareholders meeting, relying among other elements, in the External Audit Report. Such opinion shall at least appoint the following:

(a) If the policies and accounting and information criteria followed by the company are suitable and sufficient considering the circumstances.

(b) If such policies and criteria have been applied consistently in the information submitted by the CEO.

(c) If as a consequence of the provisions referred to in subsections (a) and (b) above, the information submitted by the CEO reflects reasonably the financial situation and results of the company.

6. Support the Board of Directors in preparing the reports referred to in point 17, subsection d) and e) of Article Eighteen of these bylaws.

7. Monitor operations referred to in point 24 and 25 of Article Eighteen and Article 47 of the Stock Market Law of these bylaws, are carried out according to such provisions, as well as to the policies arising therefrom.

8. Request to the relevant directors and other employees of the company or controlled companies, reports on the financial information and any other type deemed convenient for the performance of its duties.

9. Investigate acknowledged potential defaults on the operations, guidelines and operation policies, internal control systems, internal auditing, and accounting records of the company or controlled companies, and review all documentation, records and other evidence in the necessary degree and extension to carry out such surveillance.

10. Receive comments from shareholders, board members, relevant directors, employees, and in general by any third party regarding the matters referred to in the point 9 above, as well as to perform actions considered applicable regarding such observations.

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11. Establish and publish procedures to receive, retain and gather in the system, complaints received by the company regarding accounting, accounting internal controls or matters related to audits, and confidentiality submission by the employees of the company regarding accounting concerns and questionable audits.

12. Request periodic meetings with the relevant directors, as well as delivery of any type of information regarding the internal control and internal audit of the company or controlled companies.

13. Inform the Board of Directors about material irregularities detected in the exercise of its position, and if applicable, the corrective measures adopted or proposed to be applied.

14. Monitor the CEO on the compliance of agreements of the shareholders agreements and of the Board of Directors of the company, according to the instructions approved in the meeting or in the Board.

15. Discuss the financial statements of the company with the people responsible for its preparation and review and recommend or not its approval in the Board of Directors.

16. Propose the external auditor of the company, as well as its recruitment to the Board of Directors.

17. Authorize proceedings to approve the commitment of independent auditors to provide auditing and non-auditing services. The Audit Committee shall previously approve all auditing and non-auditing services provided by the independent auditors, according to such proceedings, to the legislation and regulations applicable in the markets were the company quote its shares.

18. Evaluate the performance of the legal entity providing external-auditing services, as well as to analyze the opinion or reports made and subscribed by the external auditor. For such purpose, the committee may request the presence of such external auditor when deemed necessary, notwithstanding that he/she shall meet with the latter at least once a year.

19. Together with the external auditor, review the financial information that shall be included in the annual report of the company, including the information submitted in the section “Comments and Analysis of the Administration about the Operation and Financial Situation Reports of the Company”, the judgment on quality and not just only the conformity, the accounting principles, the reasonableness of opinions made in the development of the financial statements, and the clarity of the information submitted in the same. The audit committee shall also discuss the results of the annual audit and any other matters that independent auditors are obligated to inform to the Audit Committee.

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20. Prepare an annual report of activities and submit it to the Board of Directors.

21. Together with the independent auditors, review any problems or difficulties that auditors have found regarding the annual audit or others, as well as any communication to the administration of the company delivered by auditors and the response of such letter from the company. Such review shall contain (i) any restrictions about the scope of activities or access to requested information; (ii) any disagreements with the administration regarding the generally accepted accounting principles and other matters; and (iii) significant adjustments to the financial statements recommended by the independent auditors and adjustments proposed that were not accepted regardless of its importance.

22. Have the sufficient authority to (i) investigate any matter that brings the attention from the access to all books, records, facilities, and staff of the company; (ii) Maintain external legal advisors, external accountants and other advisors that advice the Audit Committee, and (iii) require to any officer or employee of the company, external advice of the company, internal audit, providers of auditing services or independent auditors to assist them in the meetings of the Audit Committee, or meet with any member or advisor of the Auditing Committee. The company shall deliver sufficient funds to the audit committee to pay the independent auditors’ fees and any other required advisor by the company, as well as necessary and appropriate administrative expenses incurred by the Audit Committee in compliance of its responsibilities.

23. Others established by these bylaws and the Stock Market Law.

To support the performance of the Audit Committee, the company, through the Board of Directors, shall assign the appropriate funds required by the committee to cover all compensations of the external auditor, all compensations of external auditors hired, and all ordinary administrative expenses incurred by the committee in order to comply with its responsibilities.

ARTICLE THIRTY.Agent.

The Audit Committee shall have the right to retain an expert who shall have sufficient authorities to monitor the compliance of the Strategic Partner with its obligations under the Technical Assistance and Technology Transfer Agreement and inform such committee.

EXECUTIVE OFFICE

ARTICLE THIRTY-ONE.Chief Executive Officer.

The management, conduction, and execution of the businesses of the company and controlled companies shall be the responsibility of the CEO who shall be subject to the strategies, policies and guidelines approved by the Board of Directors.

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The CEO shall have the broadest powers to represent the company in administrative acts, for suits and collections, including special powers that according to law require a special clause. Regarding domain acts, the CEO shall have the powers established in the terms and conditions that the Board of Directors of the company determine according to point 22 of Article Eighteen of these bylaws.

Notwithstanding the above, the CEO shall:

1. Submit for approval of the Board of Directors, the business strategies of the company and controlled companies, based on the information provided by the latter.

2. Comply with the agreements of the shareholders meetings and Board of Directors, according to the instructions issued by the shareholders meeting or the Board of Directors, if applicable.

3. Propose an Audit Committee, the guidelines of the internal control system and the internal audit of the company and controlled companies, as well as execute guidelines approved for such purpose by the Board of Directors of the company.

4. Subscribe relevant information of the company together with the relevant directors responsible for their preparation as authorized by their position.

5. Disclose relevant information and events that should be disclosed to the public, according to the provisions of the Stock Market Law.

6. Comply with provisions relevant to the celebration of purchase operations and placement of shares of the company according to the instructions of the Board of Directors.

7. Perform whether himself or through an authorized delegate and under its competence or by instructions of the Board of Directors, the corrective actions and applicable proceeding responsibilities.

8. Verify that partners, if applicable, make their capital contributions.

9. Comply with statutory and legal requirements established regarding dividends paid to shareholders.

10. Assure to maintain the accountability system, records, files or information of the company.

11. Prepare and submit to the Board of Directors the report referred to in Article 172 of the General Law of Commercial Companies, except as provided in subsection b) of such provision.

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12. Establish mechanisms and internal controls that enables to verify that acts and operations of the company and controlled companies adhere the applicable norms, as well as to follow-up the results of such mechanisms and internal controls and take the necessary steps.

13. Exercise liability actions in terms of the provisions of the Stock Market Law and these bylaws, against the related parties or third parties who have presumably damaged the company or controlled companies, or in which has a significant influence, unless the Board of Directors prior to an opinion of the Audit Committee determine that such damage is not relevant.

ARTICLE THIRTY-TWO.Relevant Directors.

To perform his duties and activities, as well as to provide proper compliance of obligations, the CEO shall receive help from the Relevant Directors appointed to such purpose and from any employee of the company or controlled companies.

Articles 29, 45, 46 and others relevant from the Stock Market Law, are applicable to the CEO and Relevant Directors.

ARTICLE THIRTY-THREE.Powers and Authority of the CEO.

The CEO shall have the following general powers to perform his/her duties provided in Article Thirty-One above:

1. To perform the power of the company for lawsuits and collections granted with all general and special powers requiring special clause according to the law.  Consequently, the power is conferred without limitation according to the first paragraph of Article 2554 and Article 2587 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the United Mexican States and the Federal District, as a result, consequently authorized to promote or desist amparo trials; promote or desist criminal complaints; assist the Prosecutor’s Office and grant a pardon if appropriate with the law; to commit; settle; submit to arbitration; to propound and answer interrogatories; to challenge judges; receive payments; and execute all acts expressly determined by law, including to represent the company before courts, prosecutors, civil, tax, administrative and labor authorities.

2. A powers-of-attorney for administration according to the provisions of the second paragraph of Article 2554 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the United Mexican States and the Federal District to carry out the purpose of the Company.

3.A general power of attorney for administration implying the exercise of the right to vote over shares, partnership shares or securities, or representative rights from the capital, the CEO shall have a prior authorization from the Board of Directors or act according to the policies determined by the latter.

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4. A general power of attorney for administration in labor matters according to Articles 692, 786, 866 and other applicable provisions, as well according to Article 870 of the Federal Labor Law to appear before labor authorities in labor matters that the Company is party of or is a third party interested in the initial phase as any other subsequent phase and formulate and answer interrogatories.

5. A general power of attorney for lawsuits and collections in labor matters according to Articles 2554 and 2587 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the United Mexican States and the Federal District, including but not limited, to represent the company before authorities and courts, whether local or federal, particularly before the labor courts, as well before the Labor Department and any other labor, criminal, administrative, and civil authorities or courts, expressly authorized to participate in labor suits and amparo trial proceedings, take, determine and answer interrogatories, and carry out all acts necessary as the legal representative of the Company.

6. A general power of attorney for acts of ownership according to the third paragraph of Article 2554 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the United Mexican States and the Federal District. The ownership matters performed by the CEO shall be limited as follows: (a) in the event of selling a property of the company, shares or partnership interests of controlled companies, the CEO shall jointly provide his/her signature with the persons determined by the Board of Directors or prior the authorization of the Board of Directors or the shareholders meeting; (b) in the event operations referred to in Article 28, section III, subsection c) of the Stock Market Law, prior authorization from the Board of Directors; (c) when the corresponding operation implies an equal amount or above 20% of the capital stock, prior authorization of the shareholders meeting.

7. A power of attorney to issue, endorse and subscribe negotiable instruments according to Article 9 of the General Law on Securities and Credit Obligations.

8. A power of attorney to open bank accounts in the name of the company, to draw on them and appoint the persons authorized to draw on them as well.

9. Authority to grant and delegate general and special powers, remove, and substitute them, in all or in part, according to the powers vested, expressly including the authority to persons carrying such authority may as well delegate, substitute or remove them, in all or in part, in favor of third parties.

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Shareholders Meeting

ARTICLE THIRTY-FOUR.Series.

The shareholders meetings shall be ordinary and extraordinary general or special, and all shall be held in the company’s address. Extraordinary general shareholders meeting shall be those: (i) called to discuss any of the matters specified in article 182 of the General Law of Commercial Companies, in the Forty Third and Forty Fourth Articles of these bylaws, (ii) called to agree on to hire and assume, direct or indirectly, any debt, liability or commitment with the series “BB” shareholders or any other related party, through which the company or subsidiaries are limited to perform additional investments to those provided in the master program, the annual business plan referred to in point 1 of Article Eighteen or that have been approved by the company or subsidiaries, and including expressly the development master program referred to in point 6 of Article Eighteen of these bylaws and prevailed under Article 38 of the Airport Law, and (iii) called to agree upon the cancellation of the registration of shares of the company in the National Registry of Securities, the Stock Market and other national and international stock markets currently registered, except by quoting systems or other stock market which are not organized as the organized stock markets; any other shareholders meeting shall be ordinary, unless is a meeting to discuss any matter affecting a class or a series of shares in particular, which shall be considered as special shareholders meeting.

ARTICLE THIRTY-FIVE.Calls.

The Chairman, the Secretary, two board members, the Audit Committee, or the Corporate Practices Committee, shall perform the calls for a shareholders meeting. Any shareholder or group of shareholders that own 10% (ten percent) of issued shares of the company, may request at any time to the Chairman of the Board of Directors, the Audit Committee, or the Corporate Practices Committee to perform a shareholders meeting call to discuss the matters specified in the request. Any other shareholder shall have the same right in any of the events provided in Article 185 of the General Law of Commercial Companies. If the Chairman of the Board of Directors, the Audit Committee or Corporate Practices Committee does not perform the call within 15 (fifteen) calendar days after receiving a request according the above, the competent judicial authorities according to the company’s address, shall perform the corresponding call as requested by the shareholder or group of shareholders who are subject to the abovementioned assumptions and prior evidencing that truly are under such assumptions.

Likewise, the President of the Audit Committee and Corporate Practices Committee shall have the authority to include in the Agenda of the shareholders meeting calls, any points deemed necessary.

ARTICLE THIRTY-SIX.Call Publications

Calls for shareholder meetings shall be inserted in the Federal Official Gazette or in a newspaper of national circulation with at least 15 (fifteen) calendar days in advance of the meeting. The calls shall mention the place, date and time of the meeting, contain the points of the Agenda and matters to discuss, and shall be signed by the person or persons issuing it, provided that, if it was made by the Board of Directors, the signature of the Chairman or Secretary of such organ, or delegate appointed by the latter, shall suffice, and in the event the call is made by any of the authorized committees, the signature of the Committee’s President shall suffice.

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Shareholder´s meetings may be held without a call if all issued shares representing the capital stock of the company are represented in the meeting.

As of the publication date of the call for shareholders meetings, the information and documents related to each of the points of the agenda, shall be available immediately and free of charge to the shareholders.

ARTICLE THIRTY-SEVEN.Attendance.

Only shareholders registered in the Registry Book of shares of the company as owners of one or more shares, shall be admitted to the shareholders meeting of the company if they obtained the corresponding admission card, registration period which shall end 3 (three) business days before the shareholders meeting date.

To attend the meetings, shareholders shall exhibit the corresponding admission card, which shall only be issued upon request by the shareholder before one business day prior to the shareholders meeting date, together with the proof of deposit in the Secretary of the Company of the corresponding certificates or share instruments, or of the certificates or proof of deposit of such shares issued by an institution for the deposit of securities, by a credit institution, domestic or foreign, in the terms of the applicable provisions of the Stock Market Law. Deposited shares to obtain the right to attend the shareholders meeting shall not be returned until the end of the meeting and through the delivery of the receipt issued to the shareholder or representative for such purpose.

The members of the Board of Directors shall not represent shareholders in shareholders meetings. The person or persons appointed through a proxy letter signed before two witnesses or through forms made by the company that includes the name of the company, the corresponding points of the Agenda, as well as a blank space to provide instructions on how the power shall be exercised, and which shall not allow to include as a category of general matters, any of the points referred to in Articles 181 and 182 of the General Law of Commercial Companies, may represent shareholders in the shareholders meetings. These forms shall be available to shareholders or intermediaries of the stock market that evidence having the representation of the shareholders during the term provided in Article 173 of the General Law of Commercial Companies. The Secretary of the Board of Directors is required to ensure the observance of the provisions of this paragraph and report it to the shareholders meeting, which shall be recorded in the corresponding minute.

ARTICLE THIRTY-EIGHT.Minutes.

The minutes of the shareholders´ meeting shall be transcribed in a book particularly maintained for such purpose and signed by the persons that acted as Chairman and Secretary of the meeting, and by those shareholders or representatives thereof that wish to do so. Evidence of any corporate action adopted by the shareholders according to Article Thirty-Seven of these bylaws, shall be transcribed in such book.

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ARTICLE THIRTY-NINE.President and Secretary.

The shareholders meetings shall be chaired by the Chairman of the Board of Directors, and in his/her absence, by the person appointed by the majority of votes of shareholders present. The Secretary of the Board of Directors shall act as Secretary in the shareholders meetings, and in his/her absence, the Pro-secretary shall act as Secretary, and in the absence of both, the person appointed by the majority of votes of the shareholders present shall act as Secretary.

ARTICLE FORTY.Ordinary Shareholders Meeting.

Ordinary shareholders meetings shall be held at least once a year within the first four months following the end of each fiscal year. In the Annual Ordinary Shareholders Meeting, in addition to the matters specified in the Agenda: (i) The report of the Board of Directors referred to in Article 172 of the General Law of Commercial Companies (last paragraph of the article is not applicable) and the report of the Committees of the company, shall be discussed, approved or modified; (ii) the members of the Board of Directors, and if applicable, the members of the Committees of the company, shall be appointed or ratified; (iii) the remunerations of the members of the Board of Directors, and if applicable, the remuneration of the members of the Committees of the company, shall be determined, considering the Corporate Practices Committees proposals; and (iv) the report referred to in Article 172 of the General Law of Commercial Companies in which the company shall include the reports of the companies in which owns the majority of shares, when the investment value of each exceeds 20% (twenty percent) of the capital stock, depending on its financial position at the end of the corresponding fiscal year, shall be presented to the shareholders.

ARTICLE FORTY-ONE.Written Resolutions.

Resolutions which require a shareholder´ meeting to be adopted, may be resolved without the need of a shareholders´ meeting through a written unanimous consent adopted by all shareholders having the right to vote as if the meeting was gathered. The resolutions adopted shall have the same effects and legal consequences as other resolutions resolved in a shareholders meeting. When the resolutions of shareholders are adopted in writing by unanimous consent, there would not be a need of a calling or any other formality different to the signature of all shareholders with voting rights in the document that evidences the adoption of the relevant resolutions. All documents that are part of the resolutions shall be sent to the file formed for such purpose. Adopted resolutions in the terms of this article, shall be transcribed in the Minute Book of Meetings of the company and signed by the Chairman and Secretary of the Board of Directors.

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VOTES AT THE SHAREHOLDERS´ MEETINGS

ARTICLE FORTY-TWO.Votes.

Each share shall have one vote at the shareholders meetings.

Any of the shareholders or group of shareholders that gathers at least 10% (ten percent) of the represented shares in a meeting, may request to extend the voting process of any matter not considered sufficiently informed, according to the terms and conditions provided in Article 50, section III of the Stock Market Law.

The shareholder or group of shareholders that represent 20% (twenty percent) of the capital stock, may oppose judicially to the resolutions of the general shareholders meetings on which he or they have the right to vote, according to Article 51 of the Stock Market Law and Article 201 and 202 of the General Law of Commercial Companies.

ARTICLE FORTY-THREE.Quorum.

For purposes of validating the ordinary shareholders meetings held on the first call, at least 50% of the capital stock shall be represented in the meeting and the resolutions shall be valid if adopted by favorable vote of the majority of shares present or represented in the meeting (the “Majority Vote”). The ordinary shareholders meetings held on a second or subsequent call shall be valid regardless of the number of shares represented in the meeting and its resolutions shall be adopted and valid with the majority vote.

For purposes of validating an extraordinary or special shareholders meeting held on the first call, at least 75% (seventy five percent) of the capital stock shall be represented in the meeting. The extraordinary shareholders meeting held on a second or subsequent call shall be valid regardless of the number of shares represented in the meeting. The resolutions made in an extraordinary shareholder meeting held on a first or subsequent call, shall be valid when adopted by a favorable vote of shares representing more than 50% (fifty percent) of the capital stock of the company. The following are exceptions of the above: (i) the resolutions referred to in the Eight Article of these bylaws that require a favorable vote of at least 95% (ninety five percent) of the capital stock to be valid, (ii) the resolutions referred to in the Forty Fourth Article of these bylaws that require a favorable vote of at least 95% (ninety five percent) of the capital stock of the company or the favorable vote of the majority of the series “BB” shares, and (iii) the resolutions regarding the following matters reserved exclusively to the extraordinary shareholders meeting which shall be valid when adopted by the favorable vote of at least 75% (seventy five percent) of the capital stock of the company:

1. Any amendment to the bylaws to change or eliminate the authority of the committees established by the administration of the company and subsidiaries, or cancel or chance the rights granted to minority shareholders;

2. Any resolution to cancel or transfer any rights pursuant to concessions granted by the Federal Government in favor of the company and subsidiaries;

3. Early termination, by agreement of the parties, of the Joint Venture Agreement executed  by the Company and the Strategic Partner;

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4. Any merger by the company with other companies that is not directly related to the main line of business of the company and subsidiaries;

5. Any split, dissolution, or liquidation of the company.

ARTICLE FORTY-FOUR.Favorable Vote of the Series “BB” Shareholders.

When series “BB” shares represent at least 7.65% (seven-point sixty five percent) of the total capital stock subscribed to and paid by the company and in order for the ordinary or extraordinary shareholders meeting, as applicable, to adopt valid resolutions of the matters mentioned below, it shall be required a favorable vote of at least 95% (ninety five percent) of the capital stock of the company or the favorable vote of the majority of the series “BB” shares:

(i) Approval of the financial statements of the company and subsidiaries;

(ii) Liquidation or early dissolution of the company;

(iii) Increase or decrease of the capital stock of the company and subsidiaries;

(iv) Payment of dividends;

(v) Amendments of the bylaws of the company;

(vi) Mergers, splits, reclassification or consolidations, or share splits;

(vii) Grant or modify special rights of the series that divide the capital stock;

(viii) Any decision intended to modify or cancel the valid resolutions adopted by the Board of Directors in terms of the last paragraph of Articles Eighteen and Nineteen;

(ix) Any resolution made by shareholders of the company about any of the matters referred to in the last paragraph of Articles Eighteen or Nineteen of these bylaws.

SEPARATION OF THE COMPANY

ARTICLE FORTY-FIVE.Withdrawal.

Pursuant to the provisions of Article 206 of the General Law of Commercial Companies, any shareholder may request a share reimbursement and his separation from the company. The reimbursement of shares shall be made on the amount that represents the lowest value of the following: (i) 95% of the trading price of the stock market obtained from the average of operations made during the 30 (thirty) days when shares of the company were negotiated, and prior the date on which the resolution adopted about the right of withdrawal takes effect, during a period not exceeding 6 (six) months or if the number of days in which the shares were negotiated were less than 30 (thirty) days, then only the days taken into account for the negotiation will be considered, or (ii) the book value of shares according to the balance sheet corresponding to the last immediate fiscal year of the year when the withdrawal shall take effect, and previously resolved by an ordinary shareholders meeting, as long as such shareholder voted against the resolutions adopted in the shareholders meeting that solves about changing the company’s purpose, nationality, transformation of any kind, and as long as requests such withdrawal within 15 (fifteen) days after the end of the corresponding meeting.

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Reimbursement is mandatory to the company as of the following day of the  ordinary shareholders meeting that approved the balance sheet of the year when the withdrawal shall take effect.

FINANCIAL INFORMATION

ARTICLE FORTY-SIX.Report of the Board of Directors.

The Board of Directors shall prepare and submit to the shareholders meeting held to close a fiscal year, a report containing all financial information required according to Article 172 (One hundred two) of the General Law of Commercial Companies and other articles applicable of these bylaws. The financial information, together with the documents that supports it, shall be made available and delivered to shareholders requiring them in the company’s address.

ARTICLE FORTY-SEVEN.External Auditor.

The Board of Directors may retain an external auditor’s firm for the company, which shall be proposed by the Audit Committee.

Any change or removal of the external auditor shall be approved by most of the votes of the members of the Board of Directors prior an opinion from the Audit Committee.

The external auditor shall only be called to the meetings of the Board of Directors in the capacity of guest with voice, but without vote, abstaining from being present regarding matters of the Agenda that may have conflict of interest or compromise his impartiality.

PROFITS AND LOSSES; FISCAL YEAR

ARTICLE FORTY-EIGHT.Profits.

Subject to the applicable law, reserves and corresponding provisions, the net profits of each fiscal year shall be distributed in the following order:

1. 5% (five percent) to establish, and if necessary, reestablish the legal fund reserve up to at least 20% (twenty percent) of the capital stock;

37

2. To separate the amount that the shareholders meeting resolves to create or increase general or special reserves;

3. To create or increase the reserves of the capital stock of the company when advisable and if the shareholders meeting agrees; and

4. If applicable, to pay dividends to shareholders of the company in the amount, form and terms determined by the shareholders meeting.

ARTICLE FORT-NINE.Losses.

In the event of loss, it shall be compensated in the first place by the capital stock reserves and if they were insufficient, then by the capital stock or against any other accounting entry determined by the shareholders meeting.

ARTICLE FIFTY.Fiscal year.

The fiscal year runs through January first to December thirty first of each year, except for the fiscal year in which the company is liquidated.

DISSOLUTION AND LIQUIDATION

ARTICLE FIFTY-ONE. The company shall dissolve if any of the events provided in Article 229 (two-hundred twenty-nine) of the General Law of Commercial Companies occurs.

ARTICLE FIFTY-TWO. Once the company is dissolved, it shall be submitted to liquidation. One or more liquidators appointed by the shareholders meeting shall handle the liquidation. If the shareholders meeting does not provide such appointment, a civil judge, or the local judge competent within the company’s address shall perform such liquidation upon request of any of the shareholders in terms of Article 236 (two-hundred thirty-six) of the General Law of Commercial Companies.

ARTICLE FIFTY-THREE. In the absence of specific instructions provided by the shareholders meeting to liquidators, the liquidation shall be carried out according to the following priorities:

1. Conclusion of all pending businesses in the least prejudicial form to creditors and shareholders;

2. Credit and debt collection;

3. Sale of the company’s assets;

4. Preparation of the final liquidation balance; and

5. Distribution of remaining assets among shareholders proportionally to their corresponding shareholding interest, if applicable.

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EX-2.5

Exhibit 2.5

Translation from Spanish by a certified expert

BEARER SECURITY

FOR DEBT SECURITIES

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

OMA 21-2

By means of this Security (as such term is defined below), Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (hereinafter "OMA" or the "Issuer", indistinctly), according to the terms and conditions of section "Principal Redemption of the Debt Securities" set forth below, at the place of payment referred to below, unconditionally agrees to pay the amount of $2,500,000,000.00 (two thousand five hundred million Pesos 00/100 Mexican Currency).

The Debt Securities corresponding to this Issue (as such term is defined below) correspond to the type referred to in Article 62 Section I of the Securities Market Law. This Security evidence 25,000,000 (twenty-five million) debt securities, with a par value of $100.00 (One Hundred Pesos 00/100 Mexican Currency) each (the "Debt Securities").

This Security is issued for administration purpose with S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., thus evidencing holding of the Debt Securities by such  institution and the performance of any action assigned to the securities deposit institutions, which under the applicable laws must be performed only by any Institutions established for Deposit of Securities, with no greater responsibility for S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. than that established for such Institutions in the Securities Market Law.

This Security is issued under the Program (as such term is defined below) of OMA´s Debt Securities authorized by the Comisión Nacional Bancaria y de Valores, through official communication No. 153/10026393/2021 dated April 13, 2021, in the amount of up to $15,000,000,000.00 (fifteen billion Pesos 00/100 Mexican Currency), provided however that the aggregate amount of the issues at any time may not exceed the issuance amount of Debt Securities. This Issue corresponds to the second issue under the Program referred to above marked with registration number 3056-4.15-2021-003-02 according to the provisions of official letter 153/10026393/2021 dated April 13, 2021

These Debt Securities shall have a term of 2,548 (two thousand five hundred forty-eight) days, equivalent to approximately 7 (seven) years, and shall accrue interest in accordance with the provisions of section "Interest Payment Period" of this Security, and if they are not redeemed, at a gross annual interest on their nominal value, in accordance with the provisions of section "Interest Rate; Calculation of Interest".

RATING GRANTED BY FITCH MEXICO, S.A. DE C.V., TO THE SECURITIES ISSUED: "AAA (mex)", that is, the highest rating assigned by the rating agency in its national scale for that country. This rating is assigned to issuers or obligations with the lowest default risk expectation to other issuers or obligations in the same country. The rating assigned does not constitute an investment recommendation and may be subject to updates at any time, under the methods of the rating agency.

RATING GRANTED BY MOODY'S DE MÉXICO, S.A. DE C.V., TO THE SECURITIES CERTIFICATES: "Baa1" in global scale and "Aaa.mx" in national scale", meaning that issuers or issues rated Aaa.mx show the strongest creditworthiness and the lowest probability of loss to other issuers or issues in the country. This is the highest rating on Mexico's National Long-Term Scale, granted by Moody's de México, S.A. de C.V. The rating does not constitute an investment recommendation and may be subject to updates at any time, under the methods of such rating agency.

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1

I. DEFINITIONS

The following terms shall have the meaning provided for each hereinbelow, and such meaning shall be applicable both to the singular and plural form.

“Total Consolidated Assets” means, with respect to the Issuer, at any time, the amount evidenced in the consolidated financial statements of the Issuer and its Subsidiaries under the heading of assets, determined as a whole, in accordance with the IFRS

“Affiliates” means any person or group of persons under the direct or indirect common control of such person or persons.

“Guarantors” means any of the Issuer´s Subsidiaries Aeropuerto de Culiacan, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., and/or Aeropuerto de Monterrey, S.A. de C.V., which are established and denominated as such in this Security, which shall guarantee payment of the principal and interest of the Debt Securities in the terms described in this Security.

“Minimum Guaranty” means that, on the last day of each corporate period, the EBITDA of the Guarantors, plus that of the Issuer individually, represents at least 80% (eighty percent) of the Consolidated EBITDA for such corporate period. For purposes of clarity, the foregoing calculation shall be made considering the consolidated subsidiaries of each Guarantor, as applicable, based on the annual consolidated financial statements of each, consolidated for such corporate period.

“Independent Bank” means any Mexican credit institution managing fixed interest Federal Government Development Bonds in the primary market, and which is selected by the Issuer at its sole discretion.

“Exchange” means the BMV, or any substitute stock exchange on which the Debt Securities can be listed.

“BMV” means Bolsa Mexicana de Valores, S.A.B. de C.V. (Mexican Stock Exchange)

“Advanced Maturity Event” has the meaning assigned to such term in the “Advanced Maturity Event” section of this Security.

“Debt Securities” has the meaning assigned to such term in the preamble to this Security.

“CNBV” means National Banking and Securities Commission

“Sole Issuers Circular” means the General Provisions Applicable to any Issuers of Securities and other Stock Market Participants, delivered by the CNBV and published in the Official Daily of the Federation on March 19, 2003, as amended from time to time.

“Concessions” means the concessions which the Ministry of Communications and Transport granted to the subsidiaries of the Issuer on June 29, 1998, and the amendment thereto dated September 12, 2000, to administer, operate, and exploit the Acapulco Airport, the Ciudad Juárez Airport, the Culiacan Airport, the Chihuahua Airport, the Durango Airport, Mazatlán Airport, Monterrey Airport, the Reynosa Airport, the San Luis Potosí Airport, the Tampico Airport, the Torreon Airport, the Zacatecas Airport and the Zihuantanejo Airport, for a period of 50 years counted as from November 1, 1998.

“Technical Assistance and Transfer of Technology Agreement” means the Technical Assistance and Transfer of Technology Agreement dated June 14, 2000, entered by and between Servicios de Tecnología Aeroportuaria S.A. de C.V., the Issuer and some subsidiaries thereto (as already, and as may be further amended, from time to time).

2

“Debt” means, with respect to any person, without duplication (i) any obligations of such person arising from borrowed money; (ii) any obligations of such person evidenced by bonds, debt securities. promissory notes or similar credit instruments; (iii) any obligations of such person to defer the purchase price of goods or services (other than accounts payable arising during the regular course of business); (iv) the entire Debt of third parties secured by a lien established over assets belonging to such person, whether or not such person has assumed such Debt (for the effects of this insert, the Amount of the Debt cannot exceed the unpaid balance of  the guaranteed Debt, notwithstanding the value of the encumbered assets; (v) the guarantees granted by such person with respect to the Debt of third parties (for the effects of this insert, the amount of the Debt cannot exceed the unpaid balance of the guaranteed Debt, notwithstanding the value of the guarantees); (vi) any financial leasing obligations of such secured Debt, (vii) any obligations of such person in transactions where there exists a commitment to sell an asset, personal property or real estate, and lease such asset, and another asset which would be used for the same purposes as those under of the asset sold; (viii) any net or contingent obligations of such person arising from any obligation for derived obligations; and (ix) any obligations, whether or not contingent, of such person to reimburse to any other person amounts paid under letters of credit, guarantees of credit and banker´s acceptances.

“Material Debt” means any Debt (other than the obligations from Debt Securities identified under ticker symbol OMA 21-2) of the Issuer or any of the guarantors, the principal amount of which (individually or as a whole) exceeds US$20,000,000.00 (twenty million dollars 00/100, currency of the United States of America), or its equivalent in another currency.

“Business Day” means any day other than Saturday or Sunday or an official holiday, on which multiple banking institutions shall keep their offices open to the public, in accordance with the calendar periodically published by the CNBV.

“Dollars” means the currency of the United States of America.

“Issue” means the issue of the Debt Securities to which this Security refers.

“Issue of the so-called “M Bono Comparable” means any issue of Fixed Interest Federal Government Development Bonds which appear published on the web page of any price provider or similar service provider, selected by the Independent Bank, having a maturity comparable or interpolated to a term equivalent to the period between the anticipated redemption date determined for the Debt Securities and the Maturity Date of the Debt Securities, to be selected based on recognized financial practices for the valuation of corporate debt issues comparable to this Issue, in accordance with the information provided by the corresponding price supplier.

“Issuer” has the meaning attributed to such term in the preamble to this Security.

“Date of Issue” means April 16, 2021.

“Date of Book Closure” means April 14, 2021.

“Maturity Date” means April 7, 2028.

“Encumbrance” or “Encumbrances” means, with respect to any asset, any mortgage, pledge, usufruct, deposit, charge, preference, or any other security interest of any kind or nature, including any purchase which is conditional or under retention of ownership.

“Indeval” means S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.

3

“LGTOC” means the Negotiable Instruments and Credit Operations Law.

“LMV” means the Stock Market Law.

“Mexico” means the United Mexican States.

“Total Authorized Amount of the Program” means the amount of up to $15,000,000,000.00 (fifteen thousand million Pesos 00/100 Mexican Currency).

“NIIF or IFRS” means the International Financial Reporting Standards published by the International Accounting Standards Board.

“Interest Period” means each one of the successive interest periods into which the period of effectiveness of the Debt Securities is divided up to the Maturity Date. The first Interest Period shall commence (and include) on the Date of Issue and end (and exclude) the first Interest Payment Date. Each subsequent Interest Period shall commence (and include) on each subsequent Payment Date and end (and exclude) on the immediately following Interest Payment Date, provided that, in the event such date is a non-business day, interest shall be paid on the immediately following Business Days, calculating the respective interest by the number of calendar days which has effectively elapsed up to the Interest Payment Date, provided that the last Interest Period shall end on the Maturity Date of the Issue.

“Pesos” means pesos, Mexican currency of legal tender in Mexico.

“Early Redemption Price” has the meaning assigned to such term in the “Voluntary Early Redemption of Debt Securities” section of this Security.

“Price of the so-called “M Bono Comparable” means the return to maturity rate of the so-called “M Bono Comparable” Issue, quoted in writing by the Independent Bank before 14:30 hours in Mexico City, on the Third Business Days before the date under the number of depreciations determined by the Issuer for the Debt Securities.

“Program” means the Debt Securities Program of the Issuer authorized by the CNBV under official communication No. 153/10026393/2021 dated April 13, 2021, in an amount of up to $15,000,000,000.00 M.N. (fifteen thousand million Pesos 00/100 Mexican Currency), for the issue of Debt Securities, without the combined amount of the issues in force at any date being able to exceed this amount. The Issuer can affect however many issues of Debt Securities it decides, always providing the Program continues in force, and that the unpaid balance of the current Debt Securities does not exceed the Total Authorized Amount for the Program, recorded in the National Securities Register under number 3056-4.15-2021-003-02.

“Common Agent” means Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, or any common agent replacing same, in accordance with the provisions of this Security.

“SEDI or Electronic System” means the BMV electronic system for distribution of information called “EMISNET” (Sistema Electrónico de Comunicación con Emisoras de Valores – Electronic System for Communication with Securities Issuers), or any stock exchange replacing the BMV on which the Debt Securities may be listed.

“Subsidiary” means any corporation or entity of which the Issuer, directly or indirectly, (i) is the holder of fifty percent (50%) or more of its capital stock or shares or equity, or the holder of fifty percent (50%) or more of the voting rights thereof, or (ii) controls the administration of such corporation or entity, in any other way.

“Annual Gross Interest Rate” has the meaning attributed thereto in the “Interest Rate; Method to Calculate Interest” section hereinbelow.

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“Holders” means the holders of the Current Debt Securities.

“M Bono Comparable Rate” means the annual rate equal to the six-monthly return (considering periods of 182 (one hundred and eighty) days and a year of 360 (three hundred and sixty) days at maturity or interpolated maturity (based on the number of days) of the issue of the so-called “M Bono Comparable”, assuming an issue price of the so-called “M Bono Comparable” (expressed as a parentage over principal) equal to the Price of the so-called “M Bono Comparable”.

“Security” means this Security evidencing the Debt Securities Issue.

“EBITDA” means the profit before finance costs, taxes, depreciation, and amortization.

“Consolidated EBITDA” means the Consolidated Operating Profit (calculated prior to tax, financial costs, extraordinary costs, distribution of profits to workers) plus depreciation and redemption (to the extent this has been deducted from the operating profits), calculated in accordance with the IFRS; provided, however, that to determine the Consolidated  EBITDA with respect to any period (the “Period of Reference”), consideration shall be given on a pro forma basis to any event or events of adjustment which may have occurred since the beginning of the Period of Reference as though such event or events of adjustment had occurred (and, in the event of any disposition, the resources had been applied) on the first day of the Period of Reference. To the extent consideration is given on a proforma basis to any purchase or disposition of a company, division, or line of business, the proforma figures shall be based on the last 4 (four) complete quarters for which available relevant financial information exists.

“Consolidated Operating Profit” means the operating profit (or loss) of the Issuer and the Consolidated Guarantors on a consolidated basis, determined under the IFRS; provided that to determine it, the profit (or loss) of any person before the date on which such Guarantor (i) becomes a Subsidiary of the Issuer, (ii) merges with the Issuer or with any of its Subsidiaries, or (iii) the Issuer or any of its Subsidiaries purchases its assets, shall be excluded.

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5

II. SPECIFICATIONS OF THE ISSUE

ISSUER: Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

NUMBER OF THE ISSUE: Second issue under the Program.

TICKER SYMBOL: “OMA 21-2”

AMOUNT OF THE ISSUE: Up to $3,500,000,000.00 (three thousand five hundred million pesos 00/100 Mexican Currency), through communicating vessels in conjunction with the issue OMA 21V, without OMA 21V exceeding $1,000,000,000.00 (one thousand million Pesos 00/100 Mexican Currency), and without y sin the total of the two sections exceeding $3,500,000,000.00 (three thousand five hundred million res Pesos 00/100 Mexican Currency).

DATE OF ISSUE: April 16, 2021.

PLACE OF ISSUE: Mexico City, Mexico.

PLACEMENT PRICE OF THE DEBT SECURITIES: $100.00 (One hundred Pesos 00/100 Mexican Currency).

PAR VALUE OF THE DEBT SECURITIES: The par value of each Stock Certificate shall be the amount of $100.00 (One hundred Pesos 00/100 Mexican Currency) each.

NUMBER OF DEBT SECURITIES: 25,000,000 (twenty-five million) of bearer Debt Securities evidenced by this Security.

CURRENCY: Pesos.

EFFECTIVE TERM OF THE DEBT SECURITIES: 2,548 (two thousand five hundred and forty-eight days.)

MATURITY DATE OF THE DEBT SECURITIES: April 7, 2028.

GUARANTY: The Debt Securities shall be secured by the Guarantors, as described in this Security which, individually or in the aggregate, reach the Minimum Guaranty. At any time during the term of the Debt Securities and without the consent of the Holders´ meeting being necessary, the Issuer shall have the right to release any Guarantor from the payment obligations  held by it as such under the Debt Securities and from the right (not the obligation) of replacing any Guarantor or including new Guarantors, always providing that after such release, addition or substitution is performed, the Minimum Guaranty is complied with, based on the latest annual audited consolidated financial statements available from the Issuer

The Issuer shall (i) within the 5 (five) Business Days following the date on which any of the changes described in the preceding paragraph occurs,  publish a notice via SEDI or any means replacing same, describing any changes in the Guarantors in accordance with this Security and confirm that the Minimum Guaranty shall be complied with once such release, addition or substitution takes place – which shall be upon execution of the new security reflecting such release, addition or substitution of the persons considering themselves as Guarantors – and shall obtain a legal opinion of an independent lawyer (who verifies same with the letter to which article 87 of the Issuers Sole Circular refers),  which refers to the validity of the Debt Securities for the persons establishing themselves as Guarantors after such release, addition or substitution, together with the faculties of those subscribing to the new security in their name and representation (whose legal opinion shall be delivered to CNBV (with copy to the Common Agent) as part of the process for updating the process of entry of the Debt Securities in the National Securities Register), and (ii) once such notice has been published, carry out a change of security, deposit the new security with Indeval as soon as possible against delivery of the Security deposited at that time, and the new security should reflect correctly the corporations to be Guarantors under the Debt Securities as from that date.

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No change in the Guarantors shall represent a novation to the obligations contained in this Security.

POTENTIAL PURCHASERS: Individuals and corporate entities when this is expressly provided within their investment system.

USE OF THE PROCEEDS: As a result of the Debt Securities Issue, the Issuer received $2,500,000,000.00 (two thousand five hundred million Pesos00/100 Mexican Currency), and from such amount the Issuer shall deduct net costs and expenses related to the Issue, i.e., approximately $2,490,286,594.42 (two thousand four hundred ninety million two hundred eighty-six thousand five hundred ninety-four Pesos 42/100 Mexican Currency) in the aggregate,

The proceeds from issue of the Debt Securities evidenced by this Security, shall be as follows:

· To pay the long-term Debt Securities having the ticker symbol OMA 14, in a total amount of $3,000,000,000.00] (three thousand million Pesos 00/100 Mexican Currency), at a rate of 6.85% (six-point eighty-five percent), and a maturity date on June 7, 2021.

INTEREST RATE; CALCULATION OF INTEREST:

As from the Date of Issue up to the date they are redeemed in full, the current Debt Securities shall bear a gross annual interest over their par value or unpaid balance at a gross annual interest rate of 7.83% (seven-point eighty-three percent) (the “Gross Annual Interest Rate”), which shall remain fixed during the term of the Issue. As of the Book Closing Date, the Gross Annual reference of the interpolated rate of the Mbono 27 and Mbono 29 equal to 6.14% (six point fourteen per cent), plus a surcharge of 169 (one hundred and sixty-nine) base points.

The Debt Securities shall bear common interest and shall include the calendar days which have effectively elapsed to the corresponding Interest Payment Date. Calculations shall be to the nearest hundredth.

To determine the amount of common interest payable on each Interest Payment Date, the Common Agent shall use the following formula:

I = [( TI ) * PL] * VN

--------------------------------

36000

Where:

I	=	Interest for the Interest Period payable on the Interest Payment Date.
TI	=	Gross Annual Interest Rate.
PL	=	Number of calendar days effectively elapsed to the respective Interest Payment Date.
VN	=	Par value or unpaid balance of the current Debt Securities.

Interest of the Debt Securities shall be paid at the end of each Interest Period, against delivery of the corresponding evidence issued by Indeval, during the term of the Issue or, if such date falls on a non-business day, such interest payment shall be made on the following Business Day, and such interest shall be calculated by  the number of calendar days effectively elapsed up to the corresponding Interest Payment Date.   In the event an Interest Payment Date is not a Business Day, such payment shall be made on the following Business Day based on the calendar provided in this Security evidencing the Issue.

The Common Agent shall inform the Issuer in writing (which can be by email) and in writing to Indeval (or by such means as it determines) at least 2 (two) Business Days in advance of the corresponding Interest Payment Date, the amount of common interest to be paid and the Gross Annual Interest Rate.  It shall likewise inform the Stock Exchange through SEDI (or the means determined by the latter) and the CNBV through STIV-2 (or the means selected by the latter) with the same frequency, the amount of interest payable and the Gross Annual Interest Rate for the Debt Securities applicable to the following period and, as appropriate, the outstanding balance of principal of each current Debt Security.

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The Debt Securities shall cease to bear interest after the date of payment thereof, always providing that the Issuer has deposited the amount of the last redemption and, as applicable, of the corresponding interest, with Indeval before 11:00 A.M. on such date.

In the event of partial payments of principal, the Common Agent shall use the following formula to calculate the new outstanding balance of principal of the Debt Securities:

SIP=SIP_(i-1) - AM

Where:

SIP	=	Outstanding balance of principal of all Debt Securities
SIP(i-1)	=	Par value or outstanding balance of principal of all Debt Securities, on the immediately preceding date of payment (before applying the payments of principal corresponding to such date of payment).
AM	=	amount of principal payment for all the Debt Securities on the immediately preceding date of payment.

To determine the outstanding balance of principal of each Debt Security, the Common Agent shall use the following formula:

SIPI= SIP / NC

Where:

SIPI	=	Outstanding balance of each Debt Security
SIP	=	Outstanding balance of principal of all Debt Securities
NC	=	Number of current Debt Securities

The Issuer is not obligated to pay additional amounts with respect to withheld interest or any equivalent tax or contribution applicable in connection with payments made for the Debt Securities.

This Security evidencing the Debt Securities shall remain on administrative deposit with Indeval, and payment thereof shall be made at Indeval´s address in the amount corresponding to each Interest Period and against delivery of this Security or any evidence issued for such purpose by Indeval, the principal of the Debt Security shall be redeemed on the Maturity Date, unless a complete early redemption takes place.

In the event that, with respect to any payment of interest, such interest is not paid in full, Indeval shall not be obligated, nor shall it be responsible for not delivering the respective evidence of payment, until this is paid in full.

INTEREST PAYMENT FREQUENCY: Interest payable on the Debt Securities shall be paid every 182 (one hundred and eighty-two) days during the term of the Issue or, as applicable, on the immediately following Business Day, should any not be so, regular interest shall be paid by the number of days which have effectively elapsed to the corresponding Interest Payment Date, further to the calendar hereinbelow and on the following dates, (each,  an “Interest Payment Date”).

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Interest Period	Initial Interest Payment Date	Ending Interest Payment Date	Days in the Interest Period	Interest Payment Date
1	April 16, 2021	October 15, 2021	182	October 15, 2021
2	October 15.2021	April 15, 2022	182	April 15, 2022
3	April 15, 2022	October 14, 2022	182	October 14, 2022
4	October 14, 2022	April 14, 2023	182	April 14, 2023
5	April 14, 2023	October 13, 2023	182	October 13, 2023
6	October 13, 2023	April 12, 2024	182	April 12, 2024
7	April 12, 2024	October 11, 2024	182	October 11, 2024
8	October 11, 2024	April 11, 2025	182	April 11, 2025
9	April 11, 2025	October 10, 2025	182	October 10, 2025
10	October 10, 2025	April 10, 2026	182	April 10, 2026
11	April 10, 2026	October 9, 2026	182	October 9, 2026
12	October 9, 2026	April 9, 2027	182	April 9, 2027
13	April 9, 2027	October 8, 2027	182	October 8, 2027
14	October 8, 2027	April 7, 2028	182	April 7, 2028

In the event any of the foregoing Dates for Payment of Interest be a non-business day, interest shall be paid on the immediately following Business Days, the respective interest being calculated by the number of days of the corresponding Interest Period which have effectively elapse, against delivery of evidence issued by Indeval for such purposes, during the term of the Issue.

RIGHTS OF THE HOLDERS: The Debt Securities evidence, for the Holders, the right to collect the outstanding principal and interest owed by the Issuer thereof in the terms described in this Security, from their Date of Issue and until they are paid in full.

OVERDUE INTEREST: In the event of default on the prompt payment of principal of the Debt Securities, overdue interest shall replace regular interest over the outstanding balance of principal of the Debt Securities at the Gross Annual Interest Rate for Debt Securities plus 2 (two) percentage points.  Overdue interest shall be payable from the date the default occurs and until the principal amount has been fully paid.  The amount for overdue interest shall be paid by the wire transfer of funds, through the Common Agent, located on Avenida Paseo de la Reforma No. 284, Piso 9, Colonia Juárez, Código Postal 06600, Mexico City, or any other place which the Common Agent may have in the future and informed for such purpose by the Issuer. Any amount received by the Issuer shall be applied, firstly, to payment of overdue interest, and subsequently to payment of common interest, and any applicable premium or award, and finally to the unpaid balance of principal.

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PAYMENTS: All payments during the effectiveness of the issue shall be made according to this Security's terms and conditions.  In the event any payment date is a non-business day, such payment shall be made on the following Business Day, and shall not be considered a default.

PRINCIPAL REDEMPTION OF THE DEBT SECURITIES: A single payment in Mexican currency on the Maturity Date of the Debt Securities.  If the Maturity Date falls on a non-business day, such payment shall be made on the immediately following Business Days. Redemption of the Debt Securities shall take place at par value through a wire transfer of funds, against surrender of the corresponding Certificate.

REDEMPTION DATES: The Debt Securities shall be redeemed in a single advance on the Maturity Date of the Debt Securities, provided that if any redemption date falls on a non-business day, such payment shall be made on the next Business Day.  Redemption of the Debt Securities shall be made at face value, by means of wire transfer of funds, upon surrender of the corresponding Security.

Redemption No.	Redemption Date	Outstanding balance of the Issue	Outstanding balance by Debt Security
1	April 7, 2028	$2,500,000,000.00	$100.00

On each redemption date, the outstanding unpaid balance of principal corresponding to each Debt Security shall be updated at six decimals.

The Common Agent shall inform Indeval and the Stock Exchange through SEDI, or through any other means provided by the latter, at least 2 (two) Business Days before the Maturity Date of the Debt Securities and shall also inform the amount of such redemption.

VOLUNTARY REDEMPTION IN ADVANCE OF THE DEBT SECURITIES: The Issuer shall have the right, but not the obligation, to a full or partial redemption of the Debt Security, in accordance with the following: (i) In the event the Issuer decides to redeem in advance the Debt Securities prior to January 7, 2028 (but excluding such date), then the Debt Securities shall be redeemed at the higher price from among the following (1)  100% of the amount of principal which is being redeemed in advance;  (2) the amount resulting from calculating this value of the amount of principal being redeemed in advance, and of the pending payments of interest which have been accrued in connection with such amount of principal in accordance with the provisions in Section “Payment of Interest Calendar” (excluding interest accrued and not paid with respect to the principal of the Debt Securities at the date of early redemption) discounted from the MBono Rate, plus 25  (twenty-five) base points (a) in the case of principal, based on the number of days between the early redemption date and the Maturity Date (based on  periods of 182 (one hundred and eighty-two) days and a year of 360 (three hundred and sixty) days, and (b) with respect to interest thereon, based on the number of days comprised between the early redemption date and each subsequent Interest Period, up to the Maturity Date (based on periods of 182 (one hundred and eighty-two) days and a year of 360 (three hundred and sixty) days ( together, the amount resulting from such calculation, the “Early Redemption Price”); (ii) in the event the Issuer decides to redeem the Debt Securities in advance subsequent to  [January 7 2028] (but including such date), then the Debt Securities subject to early redemption shall be sold at a price equal to the outstanding balance of principal of the Debt Securities.   In any event, in addition to the Early Redemption Price, the Issuer shall pay to the Holders interest accrued and not paid with respect to the principal of the Debt Securities, precisely on the early redemption date.  The Early Redemption Price shall in no event be less than 100% of the principal amount being redeemed in advance.

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The Issuer shall inform the CNBV and the Stock Exchange, by such means as the latter may determine, and Indeval and the Common Agent in writing, at least 6 (six) Business Days prior to the redemption date, of its decision to enforce such right to redemption in advance of the Debt Securities. Notice in connection thereto to Indeval shall contain at least the following information: the date on which the early redemption is to take place, whether this is a full or partial redemption and, as applicable, the amount of principal to be paid, the par value or outstanding balance of the Debt Securities, and any other information required for collection of the Debt Securities; provided that early redemption shall be implemented through Indeval,  located at Paseo de la Reforma No. 255, 9o piso, Colonia Cuauhtémoc, Mexico City, via the electronic transfer system administered by Indeval. No premium shall be payable by the Issuer in the event of redemption in advance of the Debt Securities, in whole or in part.

The Common Agent shall, 2 (two) days prior to the early amortization date, calculate and publish through SEDI the price at which the Debt Securities are going to be redeemed in advance, also advising the CNBV through the STIV-2 and Indeval with the same advance notice, in writing or by such means as they consider advisable.

If, once the notice to which the preceding paragraph refers has been delivered, the Issuer decides not to enforce its right with respect to the respective early amortization, the Issuer shall inform to the CNBV in connection thereto through the STIV-2, the Stock Exchange through SEDI,  Indeval and the Common Agent, in writing or by such means as they determine, with at least 2 (two) Business Days´ advance notice prior to the date on which it is planned to carry out the voluntary early amortization, and shall not be considered a default under this Security. Any expenses incurred by the Common Agent concerning such change shall be for the Issuer's account.  Likewise, suppose the Issuer fails to inform the CNBV, the Stock Exchange and Indeval in the terms of This paragraph. In that case, the Issuer shall be obliged to perform the early amortization as indicated in the immediately preceding paragraph.]

EVENTS OF ADVANCED MATURITY: If any of the following events occur (each one, an “Event of Advanced Maturity”), the Debt Securities shall become due and payable under the terms and conditions established below:

1. Default of Payment of Interest when Due. If the Issuer or any of the Guarantors fail to pay when due any amount of interest, and such payment is not made within the 3 (three) Business Days following the date on which it shall have been made (except the last payment of the interest periods, which must be made in accordance with the dates for payment established, as applicable, in this Security). In this case, all amounts payable by the Issuer under the Debt Securities can be declared due and payable in advance, always providing at least 1 (one) Holder representing at least 10% (ten percent) of the current Debt Securities requests the Common Agent to convene a Holders‘ Meeting and resolve as applicable on the  advanced maturity of the Debt Securities and, therefore, declare the outstanding principal amount of the Debt Securities, interest accrued and not paid,  and all other amounts owed in connection with same immediately due and payable on demand. In the event there is no request by any Holder once 10 (ten) Business Days following that on which the event occurred have elapsed, the Common Agent shall proceed to convene a Holders‘ Meeting to resolve with respect to the advanced maturity.

2. Insolvency. If the Issuer or any of the Guarantors is declared insolvent, bankrupted or subject to similar proceedings or admits in writing its inability to pay its debts when due.

3. Lack of Validity of the Debt Securities. If the Issuer or any of the Guarantors reject, claim, or challenge the validity or enforceability of the Debt Securities.

4. Failure to deliver information. If the Issuer fails to deliver the financial and other information required by law or applicable regulation or is required by the CNBV and the Stock Exchange to comply with the delivery of information on securities recorded in the Securities Register, and such failure to comply is not rectified within 10 (ten) Business Days.

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5. Revocation or termination of the Concessions. If (a) the terms and conditions of the Concessions are modified in such a way as to limit or negatively and significantly affect the rights currently conferred by the Concessions on the Issuer, any of its Guarantors, or its subsidiaries,  (b) for any reason a government authority shall rescind, cancel or seize the facilities and operations of any airport operated by the Issuer or any of its Guarantors, always providing that such cancellation, rescission or seizure has been declared by a competent judicial authority under a resolution allowing no recourse whatsoever, or (c) any of the Concessions is revoked or terminated, always providing such revocation or termination has been declared by a competent judicial authority under a resolution allowing no recourse whatsoever.

6. Default on other obligations. If (i) the Issuer or any of the Guarantors omit to pay when due (after any applicable grace period), any amount of principal payable with respect to any Material Debt, or  (ii) the early termination is declared of any Material Debt which obligates the Issuer or Guarantors to pay an amount higher than that of a Material Debt (or its equivalent in any other currency) before programmed maturity.

7. Default under the Debt Securities. If the Issuer or any Guarantor fails to comply with any obligations – other than those of payment - in this Security, and such obligations are not rectified within 30 (thirty) calendar days following the Issuer's date had received written notice from the Common Agent describing such default.

8. Judicial Resolutions. If any judicial resolution is issued (not subject to an appeal or any other proceeding) against the Issuer or any Guarantor which, individually or in the aggregate with any other similar resolution, exceeds the amount of US$20’000,000.00 (twenty million Dollars 00/100 Currency of the United States of America) (or its equivalent in other currencies) and such sentence is not complied with or guaranteed within 30 (thirty) calendar days following the date thereof.

If any of the events mentioned in points  2, 3 or 5(c) above occur, the Debt Securities shall be automatically become due and payable, without a need for notice of default, presentation, payment requirement, protest or notice of any nature, judicial or otherwise, the outstanding balance of the Debt Securities, interest accrued and not paid with respect thereto and all other amounts owed in connection therewith shall become immediately due and payable.

If any of the events mentioned in points 4, 5(a), 5(b), 6, 7 or 8 above occur  (and, as applicable, any grace periods under the Debt Securities have elapsed), the amounts payable by the Issuer under the Debt Securities can be declared due and payable in advance, if the Holders‘ Meeting resolves so, and the Issuer shall be declared in default as from the date such resolution of the Holders´ Meeting  is delivered, and the outstanding balance of the Debt Securities become due and payable on demand. In order to resolve any advanced maturity, the quorum and voting of the Holders‘ Meeting, at a first or subsequent call, shall be those indicated in paragraph f) of the “Authority, Rules to Convene and Quorum of the Holders‘ Meeting” section hereinbelow.

Once the advanced maturity of the Debt Securities has been declared as provided hereunder, the Common Agent shall inform the CNBV through the  STIV-2, Stock Exchange through the SEDI, and Indeval (in writing or by any means they determine), delivering evidence of such decision.

PLACE AND METHOD OF PAYMENT OF PRINCIPAL AND INTEREST: Interest accrued on, and principal of the Debt Securities shall be paid with Indeval, located at Paseo de la Reforma No. 255 3er piso, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Mexico City, against surrender of this Security, or any other evidence issued for such purpose by Indeval, via electronic transfer. The Issuer shall deliver to Indeval, before 1 pm, on the day such payments are due, the amount to be paid in accordance with the provisions of current Debt Securities.

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In the event any payment of principal is not made in full on the Maturity Date or any date of payment, as provided in this Security, Indeval shall not be responsible for giving evidence with respect to such payment; nor shall it be obligated to provide same until such payment has been made in full.

TAX REGIME: Any interest to be paid under the Debt Securities are subject (i) for individuals and corporate entities residing in Mexico, for tax purposes, to the provisions of articles 54, 135, and others applicable of the current LISR (Income Tax Law), and (ii) for individuals and corporate entities residing abroad, for tax purposes,  to the provisions of articles  153, 166 and others applicable of the current Income Tax Law. The tax regime can be amended during the term of the Issue. Possible purchasers of the Debt Securities shall consult with their advisors on the tax consequences resulting from the purchase, holding, or sale of the Debt Securities, including applying rules concerning their specific situation. The tax regime of this Issue or investment in the Debt Securities has not been validated or verified by the corresponding tax authorities.

DEFAULT ON PAYMENT OF PRINCIPAL AND INTEREST; OTHER EVENTS OF ADVANCED MATURITY: In the event the Issuer fail to pay, when due, the principal of, and interest on the Debt Securities, or if an Event of Advanced Maturity arises, the Common Agent, without prejudice to the individual rights of the Holders, can exercise the corresponding action for collection, under the instructions resolved by the Holders´ Meeting.

INCREASE IN THE NUMBER OF DEBT SECURITIES AVAILABLE THEREFOR: Subject to market conditions, the Issuer shall be entitled to issue and offer Debt Securities (“Additional Debt Securities”) to the public in addition to the Debt Securities previously issued hereunder (the ”Original Debt Securities”), provided that  (i) Additional Debt Securities shall have the same ticker symbol assigned by the Stock Exchange, and (ii) they shall be ruled by the same terms and conditions as the Original Debt Securities (including, without limitation, Maturity Date, Gross Annual Interest Rate applicable to each Interest Period, Interest Payment Date, par value or outstanding balance of principal, as applicable, of each Debt Security, delivery obligations, affirmative and negative covenants, and Events of Advanced Maturity). The Additional Debt Securities shall accrue interest as from the date of issuance thereof at the rate applicable to the Debt Securities, except if the date of issue of the Additional Debt Securities falls on a different day as the initial date of an Interest Period, or the date of issue of the Additional Debt Securities, in which case action shall be adopted as provided in paragraph (d) below.

After any purchase of Original Debt Securities or any issue of Additional Debt Securities, it shall be understood that the Holders have agreed to the issue of Additional Debt Securities. Therefore, the Issue and public offer of the Additional Debt Securities shall not require authorization by the Holders of the Debt Securities. Any issue of Additional Debt Securities  shall be subject to the following:

(a) The Issuer may deliver and offer Additional Debt Securities to the public, always providing: (i) the classifications of the Debt Securities do not fall (whether as a consequence of an increase in the number of current Debt Securities or for any other reason), (ii) the Issuer is up to date in the compliance of its obligations in accordance with the Debt Securities provisions; and (iii) no Event of Maturity A exists or could exist (as a result of the delivery of the Additional Debt Securities). For purposes of the foregoing, the Issuer shall be obligated to deliver to the Common Agent, in writing, a compliance certificate with the provisions of this paragraph before delivery of the Additional Debt Securities.

(b) The maximum amount of Additional Debt Securities which the Issuer may issue and offer to the public added to the number of the current issue(s) under the Program (including the Issue of the Original Debt Securities) cannot exceed the Total Authorized Amount of the Program.  The Additional Debt Securities shall have a preferential right for payment equivalent (pari passu) in all respects to the Original Debt Securities.

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(c) On the date of issue of the Additional Debt Securities, the Issuer shall change this Security representing the Original Debt Securities (deposited with Indeval) for a new Certificate covering the Original Debt Securities plus the Additional Debt Securities and deposit such Certificate with Indeval. Such Certificate shall contain solely such amendments as may be necessary to reflect  the Issue of the Additional Debt Securities, that is, (i) the total amount of the Issue, represented by the total amount of the Original Debt Securities plus the amount of the Additional Debt Securities, (ii) the total number of Debt Securities covered by this Security, which shall be equal to the number of Original Debt Securities plus the number of Additional Debt Securities, (iii) the date of issue of the Original Debt Securities  and the date of issue of the Additional Debt Securities and  (iv) the term of the issue of the Original Debt Securities and of the Additional Debt Securities; the term of the latter shall be equal to the term existing between the date of issue of the Additional Debt Securities and the Date of Maturity of the Debt Securities, since the maturity date of this Security shall be the same Date of Maturity as that of the Original Debt Securities.

(d) Any delivery of the Additional Debt Securities may take place on any Business Day. In the event the date of issue of the Additional Debt Securities is not the same as the initial date of a Debt Security Interest Period, the Additional Debt Securities shall be entitled to the interest corresponding to all the then-current Interest Period on the date of issue; provided that placement price of the Additional Debt Securities may reflect interest and/or return, as applicable, accrued or to be accrued during the whole  Interest Period of the current Original Debt Securities.

(e) Neither the issue of the Additional Debt Securities nor the increase in the amount of the current Original Debt Securities deriving therefrom shall represent a novation.

(f) The Issuer can perform several issues of Additional Debt Securities over the issue of Original Debt Securities to which this Security refers, always providing that the Total Authorized Amount of the Program is not exceeded.

(g) The Additional Debt Securities can be placed at a price other than their par value, depending on market conditions.

(h) The Issuer shall carry out any applications before the competent authorities in connection with the issue of Additional Debt Securities, including an application for updating registration of the Debt Securities with the CNBV.

AUTHORITY, RULES TO CONVENE, GATHER, AND QUORUM FOR THE HOLDERS´ MEETINGS.

(a) The meetings of the Holders shall represent such Holders in the aggregate and shall be always governed by the provisions of this Security and of the LGTOC; any resolutions of the Holders´ Meeting shall be valid with respect to all the Holders, even those absent or dissident.

Likewise, the provisions of articles 220, last paragraph, and 223, section I, of the LGTOC shall be applicable to the Holders´ Meeting. The Holders‘ Meeting shall gather whenever convened by the Common Agent.

(b).-  The  Holders´ Meeting shall meet whenever convened by the Common Agent.

(c). - Holders who individually or jointly have at least 10% (ten percent) of the  current Debt Securities, may request the Common Agent to convene a general meeting of Holders, describing the items to be dealt with at the meeting. The Common Agent shall deliver the call for the meeting to be held within 1 (one) month from the date the request is received. In the event the Common Agent fails to comply with this obligation, a competent judge at the Issuer´s location shall, at the request of the petitioning Holders, deliver the call for the meeting.

(d)    Any call for a Holders´ Meeting shall be published, at least once, in a newspaper of higher circulation in the domicile of the Issuer, at least 10 (ten) calendar days before the date on which the meeting is to be held.  The agenda to be dealt with at the meeting shall be included in the call.

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(e)    If the Holders‘ Meeting meet to discuss matters other than those listed in insert (f) below, and in order  to be considered legally installed at the first call, Holders shall be present at same who have, individually or jointly, at least half plus one of the  current Debt Securities, and its decisions shall be valid when adopted by half plus one of the Debt Securities present thereat.

If the Holders‘ Meeting meets at a second or subsequent call to deal with matters other than those indicated in insert (f) below, the quorum shall be any number of Debt Securities represented therein, and resolutions shall be valid when adopted by Holders representing half plus one of the Debt Securities represented at such meeting.

(f)    In the following cases, the quorum at the first call shall be of  Holders having, individually or jointly, 75% (seventy-five percent) of the  current Debt Securities, and decisions shall be adopted by Holders representing, individually or jointly, half plus one of the Debt Securities present at such meeting:

(1)If it is intended to revoke or replace the appointment of Common Agent or any other common representative; or

(2)If it is intended to adopt a resolution for any modification to the terms and conditions of the Debt Securities, unless such modification is to (i) correct any omission or defect in the wording of this Security; (ii) correct or add any provision to  this Security which is contrary to the remaining provisions of same, and/or  (iii) to comply any requirement, condition or guideline contained in any applicable judgment, judicial resolution, or legal provision;  in which case the consent of the Holders shall not be required provided that, in such events, the Issuer, based on the instructions of the Common Agent, shall perform the respective exchange before Indeval, and also provided that it shall inform the following to Indeval in writing or by such means as the latter determines, with at least 6 (six) Business Days ‘advance notice before it is planned to carry out such change of this Security: (x) the date on which the corresponding change shall take place, and (y) any other amendments made to this Security, provided that the Common Agent shall confirm in writing that such changes do not limit or in any way affect the rights of the Holders, considering that they correspond to the provisions indicated in this insert (2). In connection with any purchase of the Debt Securities, it shall be understood that the Holders have agreed to the amendments to which sub-inserts (i), (ii) and (iii) above refer, without the obligation to hold a Holders ‘meeting; or

(3)To grant extensions or grace periods to the Issuer with respect to any payment of principal and interest under this Security;

(4)To resolve on the acceptance (and resulting subscription) or rejection of the bankruptcy agreement proposal or veto of the agreement already executed in terms of article 161 Bis of the Commercial Bankruptcy Law; provided that only in this case can the Holders´ meeting know and authorize discharges contemplated in the respective bankruptcy agreement with the voting quorum established in the present insert (f) (except for this assumption, any release shall be exercised as an individual right or at a Holders´ meeting at which all the  current Debt Securities are represented and the respective resolution  is unanimously adopted) or

(5)When it must be resolved whether the Advanced Maturity of the Debt Securities arising from a Causa de Venis shall be unanimously adopted), as established in this Security

(g)    If the Holders´ meeting gathers at a second or later call to deal with the matters listed in insert (f) above, such meeting must be attended by Holders who, individually or jointly, have the equivalent to half plus one of the current Debt Securities, and resolutions shall be valid when adopted by Holders representing, individually or jointly, half plus one of the Debt Securities present thereat.

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(h)    In order to attend the Holders´ meetings, the Holders shall surrender the deposit receipts issued by Indeval and the list of holdings issued for such purpose by the corresponding financial broker, as applicable, with respect to the Debt Securities they hold, at the place named in the call to Holders´ meeting, at least on the Business Day prior to the date on which the Holders´ meeting is to be held. The Holders can be represented at the meeting by proxy, evidenced by means of a letter of proxy signed before two witnesses, or by any other means authorized by applicable law.

(i)    Under no circumstances can Debt Securities which the Issuer or any person related thereto has purchased on the market be represented at the meeting. Therefore, they shall not be considered to install the meeting and reach the voting quorum at the Holders´ meeting provided in this Security.

(j)    Minutes to be signed by the chairman and secretary shall be prepared for each meeting.  The list of attendance, signed by those attending and the tellers, shall be attached to the minutes.  The minutes and any other information and documents corresponding to the Holders´ meetings or the Common Agent, shall be retained by the latter and at any time may be consulted by the Holders, who shall have the right to request the Common Agent, at their own cost, certified copies of such documents.

(k)    For purposes of calculation of the attendance quorum at the Holders´ meetings, the number of current Debt Securities shall be taken as a basis. The Holders´ meeting shall be presided over by the Common Agent, and the Holders shall be entitled to as many votes as correspond to them in proportion to the Debt Securities they have, considering one vote for each current Debt Security except as provided in insert (i) above.

(l)    Notwithstanding the above, resolutions adopted outside a meeting by the unanimous vote of Holders that, individually or jointly, hold all the Debt Securities entitled to vote shall have, for all legal purposes, the same value as though adopted in a meeting, always providing resolutions are confirmed in writing to the Common Agent.

(m)   Once the Holders´ meeting has been duly convened and gathered, the Holders cannot avoid the holding or continuation of same by withdrawing therefrom.  If Holders withdraw or fail to attend the continuation of a Holders´ meeting which has been suspended in the terms of this Security or the applicable law, it shall be considered that they refrain from casting their vote with respect to the matters dealt with at the corresponding meeting.

Nothing contained herein shall limit or affect any rights which the Holders could have, as applicable, pursuant to the provisions of article 223 of the LGTOC.

The Holders´ Meetings shall be held at the address of the Common Agent and, if not possible, at the place mentioned in the respective call.

CORPORATE PURPOSE OF THE ISSUER: The Issuer shall have the following purpose, among others:

(i) To purchase shares, interest or participations in corporations of a private nature or corporations having State participation, whether as a founder or through the purchase of shares or participations in already established corporations, engaged in the management, operation, including the providing of complementary and commercial airport services, construction and/or operation of civil airports according to the Airport Law and its Regulations, and to participate in the capital stock of companies providing any kind of services, and to vote on the shares they hold when required, always refraining from blocking in the same sense, as provided by their bylaws, or, as instructed by the Board of Directors, the shareholders of the Issuer or any other person to whom this authority has been delegated in terms of its bylaws,  to sell, transfer or dispose of any of such shares or participations or other securities as permitted by law.

(ii) To receive from other Mexican or foreign entities, corporations or individuals and provide to the corporations in which it has an interest or participation or to other entities, corporations or individuals, such services as may be required to carry out their corporate purpose including, without limitation, technical consultation services in the industrial, administrative, accounting, marketing or financial areas related to airport administration, operating, construction, finance and/or exploitation.

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(iii) To apply for and obtain, either directly or through its subsidiaries, concessions and permits  to engage in the administration, operation, construction and/or exploitation of airports, and to perform any other services for the exploitation of such airports,  and carry out any activity supporting and related to such purpose, including but not limited to any activity supporting and related to such purpose, including but not limited to any storage operation, and any other complementary service additional to those it performs and which directly benefit same, and to grant guarantees over such concessions and permits.

In addition, pursuant to the terms of the corresponding regulations and the respective concession certificate, the Issuer can receive, either directly or through its subsidiaries, income for any use of the infrastructure of the civil airport, for the formalization of service agreements which it provides directly, and for the commercial activities engaged by it.   The Corporation can also provide handling, storage, and custody of goods operations in Fiscal Precincts, always according to the provisions of the applicable law, after obtaining the required Concessions or authorizations for such purpose and, the Corporation may operate, coordinate, direct, supervise and/or carry out any loading, unloading, and handling of goods under the provisions of the applicable law.

DELIVERY OBLIGATIONS, AFFIRMATIVE AND NEGATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS:

DELIVERY OBLIGATIONS OF THE ISSUER AND THE GUARANTORS: There shall be no delivery obligations of the Issuer and the Guarantors towards the Holders, other than those established in this Security, and hereinbelow.  Until the Debt Securities have been redeemed in full, the Issuer and the Guarantors shall have the following obligations:

(a) Payment of principal and interest thereon of the Debt Securities

To pay principal and interest of the Debt Securities, as provided in this Security.

(b) Deposit of principal and interest of the Debt Securities in Indeval

To deposit the amount of principal and interest thereon in the offices of Indeval before, 11:00 A.M. on the corresponding date of payment.

(c) Advanced maturity of the Debt Securities

To pay the outstanding balance of the Issue on demand and without the need for any requirement, should the Debt Securities become due and payable in advance.

(d) Prompt payment

To pay any obligation when due.

AFFIRMATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS: There shall be no affirmative covenants of the Issuer and the Guarantors to the Holders, other than those established in this Security.  Until the Debt Securities have been redeemed in full, the Issuer and the Guarantors shall have the following obligations:

1. Disclosure and delivery of information

(a) To disclose to the investing public, through the means established by applicable laws and on the dates indicated by the Sole Issuers´ Circular, a complete set of its financial statements at the close or each quarter and any other information it should disclose quarterly to the investing public under the Sole Issuers´ Circular, including, without limitation, a document reporting on the exposure of the Issuer to derivate financial instruments at the close of the previous quarter.

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(b) To disclose to the investing public, through the means established by applicable law and on the dates indicated by the Sole Issuers Circular, a complete set of the consolidated audited annual financial statements of the Issuer and any other information which it should disclose annually to the investing public under the Sole Issuers´ Circular.

(c) To comply with all requirements for presentation or disclosure of information to which the Issuer is obligated according to the terms of the Stock Market Law, the Sole Issuers´ Circular  and any other applicable provisions.

(d) To report to the Common Agent in writing, within the 5 (five) Business Days following any legal agent becoming aware of same, of any event representing, or which could represent, an Event of Advanced Maturity under this Security.

(e) To deliver to the Common Agent within the first 10 (ten) Business Days of each quarter, a certification signed by a legal Agent indicating that the obligations listed in the “Affirmative Covenants of the Issuer and the Guarantors” of this Security have been complied with, and that as of the date of such certification none of the assumptions established in section “Negative Covenants of the Issuer and the Guarantors” of this Security has occurred and, in the event one of the assumptions provided in such section has occurred, to describe what the Issuer and/or the corresponding Guarantor is doing to correct same and how long this shall take.

2. Corporate existence, accounting, compliance with laws and contractual obligations; authorizations.

(a) To preserve its legal existence and maintain itself as a going concern, except as permitted in points 2 and 3 of section “Negative Covenants”.

(b) To maintain its accounting under the NIIF or any accounting principles or criteria which may in the future replace any of the NIIF under applicable standards.

(c) To comply with and maintain, and ensure that the Guarantors comply with and maintain, the Government Authorizations and all the laws, regulations, orders, rules or requirements of any applicable government authority (including, in connection with the Government Authorizations, the airport law and regulations, the laws and regulations in the matter of communications and transport, the provisions issued by the Ministry of Communications and Transport and by the Directorate-General of Civil Aeronautics, social security, work, pensions and economic competence, together with Environmental laws and regulations, and all its obligations deriving from any contract, agreement, security or instrument to which it is a party, unless failure to comply with the foregoing does not adversely and materially  affect the operations or  the financial status of the  Issuer or of any of the Guarantors..

3. Destination of funds. To use the funds of the Issue for the purposes indicated in this Security.

4. Registration and listing. To maintain the registration of the Debt Securities in the National Securities Register and in the securities listing of the Stock Exchange.

5. Assets and insurance.

(a) To maintain any assets required for carrying out its activities in good working condition, except for regular wear and tear, and to perform any repairs, replacements, and improvements to preserve such assets under a good working condition.

(b) To purchase and maintain with recognized insurance companies, suitable insurance over their assets, or those used in the performance of its operations.

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6. Fiscal obligations. The Issuer must comply with and be up to date, and ensure that the Guarantors comply and are up to date with, any payment of taxes, contributions, duties, fees and government charges applicable thereto, determined, imposed or claimed, except for the taxes, contributions, rights and government charges, (of whatever amount) the legality of which is pending due to being the object of a controversy with, or of deferment requested before, the competent fiscal authority, always providing that the Issuer (a) has filed the means of defense established by applicable fiscal  laws, (b) has established or maintains enough reserves if any, under applicable NIIF, in the event that the origin of the payment is declared lawful by enforceable judgment and (c) it has guaranteed any fiscal interest pursuant to the applicable tax provisions.

7.Labor obligations. The Issuer must comply with, and be informed about, and ensure that the Guarantors with, and be informed about payment of their labor obligations (i.e., contributions to the Mexican Social Security Institute, the National Fund for Workers´ Housing Institute, and the Savings for Retirement System, or any other similar contribution established by applicable laws and regulations, except for those labor obligations  (of whatever amount) the application or  determination of which is pending resolution due to being a matter of controversy with, or payment  deferral requested before, the competent authorities, always providing that the Issuer or, as applicable, the Guarantor (a) has filed in good faith the means of defense established by applicable legal provisions, (b) has established or maintain sufficient reserve funds, if applicable, in accordance with the NIIF, in case payment thereof is mandatory due an enforceable judicial order, and (c) the interests of the workers have been guaranteed according to the respective provisions, as applicable.

8. Payment priority (Pari Passu). The Issuer shall do whatever necessary so that its obligations under the Debt Securities represent direct unsecured obligations of the Issuer and that they have the same preference for payment, in the event of commercial bankruptcy, as any other direct unsecured obligations of the Issuer, except for the priorities established by operation of law.

9. Minimum Guaranty.  The Issuer and the Guarantors shall comply with a Minimum Guaranty and, should they fail to do so, the Issuer shall have the obligation, within the following 30 (thirty) Business Days following the date on which the annual consolidated audited financial statements of the Issuer become available, to start the applicable procedures before the corresponding authorities in order to include new Guarantors to comply with such Minimum Guaranty.

NEGATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS: There shall be no Negative Covenants for the Issuer and the Guarantors before the Holders, except those established in this Security as follows.  Until the Debt Securities are fully redeemed, the Issuer and the Guarantors shall not:

1. Corporate purpose

Change or amend the basic purpose of the Issuer and the Guarantors, except for those corporate reorganizations, changes or amendments that do not adversely and materially affect the operations or the Issuer's financial position Guarantors.

2. Mergers, Spin-offs

Merge (or consolidate with any third party) or spin-off, or permit that the Guarantors merge, spin-off, dissolve or are liquidated, unless (i) the corporation or entity resulting from the merger or spin-off assumes the obligations of the Issuer and the Guarantors in accordance with the Debt Securities or that the Issuer or the Guarantors are the merging or spinning-off entity, (ii) due to such merger or spin-off no Cause of Early Maturity occurs or any other event which, due to time elapsed, notice or both, could become a Cause of Early Maturity as the result of such merger, spin-off or consolidation, and (iii) a legal opinion is delivered to the Common Agent, issued by a law firm of recognized standing, in a way that such transaction does not affect the terms and conditions of the Debt Securities.

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3. Restrictions on the sale of shares

The Issuer and the Guarantors cannot perform any sale or any other transfer of their assets to any third party outside the regular course of their business unless (i) sale is made to comply with contractual commitments assumed before the issue of the Debt Securities, or  (ii) such sale does not imply a material adverse perform which affects the solvency of the Issuer and the Guarantors.

4.  Encumbrances

Create or permit that the Issuer or any of the Guarantors create, any Encumbrance or lien, unless (i) they are Permitted Encumbrances, or (ii) that simultaneously with any Encumbrance, the Issuer or the respective Guarantor secure at least with the same form and priority any of its obligations under the Debt Securities.

“Permitted Encumbrances”, means:

(i) Encumbrances from any obligation of a fiscal or labor nature or imposed by law, always providing they have been impugned in good faith and with respect to which reserves, or any other provision have been created in accordance with the NIIF, as applicable.

(ii) Deposits to secure the fulfillment of bids, commercial agreements, leasing, warranties and other similar obligations, in each case, formalized in the regular course of business.

(iii) Encumbrances created as the result of legal easements over the assets of the Issuer or its Subsidiaries.

(iv) Encumbrances created prior to the Date of Issue of the Debt Securities.

(v) Encumbrances over assets that exist before the Issuer or any of its Subsidiaries purchase any of them, or over the assets of a person who becomes a Subsidiary of the Issuer that exists before this occurs, always providing  (a) such Encumbrances had not been created exclusively because of such purchase transaction or that such person become as an asset of the Issuer as a Subsidiary of the Issuer, (b) such Encumbrances do not extend to other assets of the Issuer or those of any of its subsidiaries, and (c) such Encumbrances solely guarantee those obligations which were guaranteed on the date of their  acquisition or when such person becomes a Subsidiary of the Issuer, as applicable, and of the extensions, renewals or substitutions of such obligations which do not imply  an increase in the principal amount thereof; and

(vi) Encumbrances other than those previously mentioned, always providing such encumbrances do not exceed, in part or in whole, at any time 20% (twenty percent) of the Total Consolidated Assets.”

5. Transactions with Related Parties.

Formalize operations with Related Parties (as such term is defined  in the  LMV), except for operations in the regular course of business of the Issuer or any of the Guarantors and,  if applicable, these are formalized in an arms-length transaction and at least in similar terms as those which the Issuer or any of the Guarantors has obtained on engaging in a similar transaction with a non-related third party.

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6. Transactions with Affiliates.

Formalize or permit the Issuer or any of the Guarantors to formalize operations with Affiliates, except for operations in the regular course of business and, if applicable, to execute same under conditions no less favorable for the Issuer or any of the Guarantors, as applicable than those it would obtain in a comparable operation in market terms with someone other than its Affiliate.

The preceding paragraph shall not apply in the following cases:

· Any operation between the Issuer and the Guarantors, and

· Any agreement, covenant or contract in force on the date of issue of the Debt Securities (including as an indication but not limited to, the Technical Assistance and Transfer of Technology Agreement), together with its additions, supplements, amendments or extensions made from time to time, always providing such materially and in aggregate, additions, supplements, modifications or extensions are not disadvantageous to  Issuer or the Guarantors, materially and in aggregate, with respect to the  conditions existing on the date of issue of the Debt Securities.

7. Payment of Dividends.

Pay dividends or make any distribution to its shareholders should a Cause of Early Maturity have occurred and continue.

COMMON AGENT: Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, is hereby appointed as the Common Agent of the Holders of the Debt Securities, pursuant to the terms of article 64, section XIII, 68 and 69 of the LMV, and the Common Agent accepts the appointment and agrees to faithfully perform and comply with any obligations and powers derived therefrom.

The Common Agent should verify, through the information and documents provided thereto for such purpose, the compliance in time and form of the obligations of the Issuer and of the Guarantors provided in this Security (except for the accounting, fiscal, labor, and administrative obligations which are not directly related to the payment of the Debt Securities). For purposes of complying with such obligations, the Common Agent shall have the right to request the Issuer, the Guarantors, their external auditors, legal advisors, or those persons performing services to the Issuer in connection with the Debt Securities, any information, and documents as may be necessary for complying with the foregoing obligations. Additionally, the Issuer and the Guarantors agree to deliver such information and documents and to require their external auditors, legal advisors, or third-party providers to provide to the Common Agent the information and documents within the periods reasonably requested by the latter for the compliance of its duties, provided that the Common Agent shall inform the Holders with respect to the confidentially thereof, and shall maintain due reserve with respect thereto (always providing that it is not of a public nature).

The Common Agent can perform visits or audits of the Issuer annually, provided that, should the Common Agent so consider it convenient, it can perform such visits in different moments and frequently, always providing it has requested such visit or audit with at least 10 (ten) Business Days Advance notice.

The Common Agent shall request the Issuer to make immediate public knowledge, by means of a relevant event, any default on the obligations of this Security by the Issuer and the Guarantors of which it is aware.

Should the Issuer fail to disclose the relevant event within  2 (two) Business Days following  the notice by the Common Agent, the latter shall have the obligation of immediately publishing such relevant event.

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The Common Agent shall deliver information about the performance of its duties when so requested by the general meeting of Holders or at the time of completing its duties, when so requested by the general meeting of Holders.  In those events which such performance information implies specialized aspects which cannot be prepared by the Common Agent directly, or information in addition to that it should provide at the cost of the Holders, the Common Agent shall have the right to retain a third party to help in preparing the information.

In order to comply with the foregoing, the Common Agent can ask the general Holders´ meeting or, as applicable, the latter can retain the services (which the Issuer or the Holders shall pay fees) of a specialized firm to assist in the compliance of its obligations for revision established in this Security and in the applicable laws, subject to the responsibilities established by the Holders´ meeting in this respect, and as a result can rely on, act and/or refrain from acting based on the decisions of such experts as determined by the Holders´ meeting. Should the general Holders´ meeting fail to approve such retention, the Common Agent shall only respond for the activities for which it is solely responsible in terms of this Security and applicable legal provisions. The foregoing provided that, should the Holders´ meeting authorize retention of such third party expert, but the Common Representative fails to provide sufficient funds for such purpose, the provisions of article 281 of the Commercial Code and article 2577 of the Civil Code for the Federal District (now Mexico City)  and their correlative articles for the State of Mexico shall apply in connection with its status as mandatory in the terms of article 217 of the  LGTOC, provided that the Common Agent shall not be obligated to advance the amounts required for retention of such expert, and shall not be responsible for any delay in the retention process and/or the lack of funds therefor and/or because they are not provided thereto.

Neither the Common Agent nor any officer. director, agent, employee, subsidiary or agent thereof, shall be responsible for supervising compliance with the services retained such as external auditors, or consultants, fiscal advisors and lawyers, including any advisor retained for the B benefit of the Holders.

Likewise, the Common Agent shall have the powers and obligations considered in this Security. the LMV and in what is not provided for and/or applicable of the LGTOC, the Common Agent shall act in accordance with the instructions of the Holders´ meeting for the purposes of clarity, and the Common Agent shall not represent the Holders individually, but solely as a whole.

The Common Agent shall have, among others, the following rights, obligations, and authority.

To sign this Security according to the terms of the LMV.

To supervise compliance with the use of funds authorized by the CNBV.

To convene and preside over the general Holders´ meeting when the law so requires, when it is considered convenient and when required in accordance with this Security, and to execute its resolutions.

To sign, in the name of the Holders and based on the Holders´ meeting resolutions, when applicable, any documents or agreements to be signed with the Issuer when applicable.

To represent the Holders before the Issuer or any authority.

To perform any action as may be advisable to safeguard the rights of the Holders.

To calculate and inform through SEDI or by any other means determined by the Stock Exchange for such purpose, the interest rates of the Debt Securities, notices for payment of interest and the redemption of principal according to the Debt Securities, and to inform the foregoing in writing to the Issuer, to the CNBV through the STIV-2 and Indeval (or by such means as they determine), with at least 2 (two) Business Days in advance.

To act before the Issuer as an intermediary with respect to the Holders and perform any action or rights corresponding to the Holders for payment purposes to such Holders the related interest and redemptions.

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Generally, to perform any action, authority and  comply with any obligations under this Security, the LMV, the LGTOC, and sound stock exchange practices Any action carried out by the Common Agent in the name or for the Holders' account, and according to the provisions of this Security or of applicable law, shall be mandatory and shall be considered as accepted by the Holders.

The Common Agent may be removed from its duties by resolution of the Holders´ meeting, provided that such removal shall be effective as from the date on which a succeeding common representative has been appointed, accepted, and ratified such appointment. The Holders can only appoint as common agents any brokerage firm or credit institution authorized under applicable current Mexican law, and cannot compete among them or be subsidiaries, affiliates or come, directly or indirectly, within the control group of any competitor of the Issuer and/or its subsidiaries or affiliates.

The Common Agent shall conclude its duties on the date on which the Debt Securities are paid  (including  interest outstanding and not paid and any other amounts due and payable), or on the date such Common Agent is replaced in accordance with the preceding paragraph.

The Common Agent shall have no obligation to incur in any expenses or pay any amount whatsoever from its own funds to implement any action or duty which should be performed by it; therefore, should any conflict arise originated by the authorities, by the Issuer or by any third party which prevents payment of any  interest or redemption as provided in this Security,  the Common Agent shall inform thereof to the Holders´ meeting, and, based on the resolution adopted by such meeting, the Common Agent may confer any powers and authority in favor of the person or persons instructed for such purpose by the Holders´ meeting, and, if applicable, request the Holders for a contribution of any funds to cover the fees of such appointed person(s).

The Common Agent shall only act or refrain from acting based on the information received without being obligated to verify its authenticity or integrity of such information. The Common Agent shall not be responsible in the event for fraudulent acts, negligence, willful misconduct or illegal actions including from the Issuer or individuals executing and signing the documents of the Issue. The Common Representative shall not be responsible in the event it has acted in good faith and strictly under applicable law, based on the information available or endeavoring to protect any interest of the Holders.

APPLICABLE LAW;  JURISDICTION: This Security of Debt Securities shall be governed and interpreted under the Laws of Mexico.  The Issuer, the Common Agent,  by purchasing the Debt Securities, submit themselves to the jurisdiction of the federal courts sitting in Mexico City, for any controversy related to the Debt Securities, hereby waiving any other jurisdiction which could correspond to them due to their respective domicile, present or future, or for any other reason.

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This Security consist of 25 pages and is signed by the Issuer, the Guarantors, and only as evidence of acceptance of its duties, by the Common Agent, in the City of Mexico on April 16, 2021.

Issuer

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

____________________________________

Ruffo Pérez Pliego del Castillo

Attorney-in-fact

Guarantors

Aeropuerto de Culiacán, S.A. de C.V.

Aeropuerto de Chihuahua, S.A. de C.V.

Aeropuerto de Monterrey, S.A. de C.V.

____________________________________

Ruffo Pérez Pliego del Castillo

Attorney-in-fact

Common Agent

As evidence of the appointment acceptance, the authority conferred upon, and obligations assumed herein by the Common Agent of the Debt Securities

Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero

____________________________________

José Daniel Hernández Torres

Attorney-in-fact

I, Francisco J. Laguardia, an Expert Translator, certified according to Resolution No. 16-44/2020, dated December 1^st 2020 issued by the Judicial Board, that contains the List of Expert Witnesses authorized to assist the Superior Court of Justice in Mexico City, Mexico, effective from March 8, 2021, hereby do certify that the preceding translation is an accurate and correct translation into the English language of its original text in the Spanish language.

Mexico City, April 21, 2021.

/s/ Francisco J. Laguardia

Francisco J. Laguardia

Expert Translator

24

EX-2.6

Exhibit 2.6

Translation from Spanish by a certified expert

BEARER SECURITY

FOR DEBT SECURITIES

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

OMA 22-2L

By means of this Security (as such term is defined below), Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (hereinafter "OMA" or the "Issuer", indistinctly), according to the terms and conditions of section "Principal Redemption of the Debt Securities" set forth below, at the place of payment referred to below, unconditionally agrees to pay the amount of $2,300,000,000.00 (two billion three hundred million Pesos 00/100 Mexican Currency).

The Debt Securities corresponding to this Issue (as such term is defined below) correspond to the type referred to in Article 62 Section I of the Securities Market Law. This Security evidence 23,000,000 (twenty-three million) debt securities, with a par value of $100.00 (One Hundred Pesos 00/100 Mexican Currency) each (the "Debt Securities").

This Security is issued for administration purposes with S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., thus evidencing holding of the Debt Securities by such  institution and the performance of any action assigned to the securities deposit institutions, which under the applicable laws must be performed only by any Institutions established for Deposit of Securities, with no greater responsibility for S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. than that established for such Institutions in the Securities Market Law.

This Security is issued under the Program (as such term is defined below) of OMA´s Debt Securities authorized by the Comisión Nacional Bancaria y de Valores, through official communication No. 153/10026393/2021 dated April 13, 2021, in the amount of up to $15,000,000,000.00 (fifteen billion Pesos 00/100 Mexican Currency), provided however that the aggregate amount of the issues at any time may not exceed the issuance amount of Debt Securities. This Issue corresponds to the fourth Issue under the Program referred to above, marked with registration number 3056-4.15-2021-003-04 according to the provisions of official letter 153/2728/2022 dated March 25, 2022.

These Debt Securities shall have a term of 2,548 (two thousand five hundred forty-eight) days, equivalent to approximately 7 (seven) years, and shall accrue interest in accordance with the provisions of section "Interest Payment Period" of this Security, and if they are not redeemed, at a gross annual interest on their nominal value, in accordance with the provisions of section "Interest Rate; Calculation of Interest".

RATING GRANTED BY FITCH MEXICO, S.A. DE C.V., TO THE SECURITIES ISSUED: "AAA (mex)", the highest rating assigned by the rating agency in its national scale for that country. This rating is assigned to issuers or obligations with the lowest default risk expectation to other issuers or obligations in the same country. The rating assigned does not constitute an investment recommendation and may be subject to updates at any time, under the methods of the rating agency.

RATING GRANTED BY MOODY'S DE MÉXICO, S.A. DE C.V., TO THE SECURITIES CERTIFICATES: "Baa1" in global scale and "Aaa.mx" in national scale", meaning that issuers or issues rated Aaa.mx show the strongest creditworthiness and the lowest probability of loss to other issuers or issues in the country. This is the highest rating on Mexico's National Long-Term Scale, granted by Moody's de México, S.A. de C.V. The rating does not constitute an investment recommendation and may be subject to updates at any time, under the methods of such rating agency.

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1

I. DEFINITIONS

The following terms shall have the meaning provided for each hereinbelow, and such meaning shall be applicable both to the singular and plural form.

“Total Consolidated Assets” means, with respect to the Issuer, at any time, the amount evidenced in the consolidated financial statements of the Issuer and its Subsidiaries under the heading of assets, determined as a whole, in accordance with the IFRS

“Affiliates” means any person or group of persons under the direct or indirect common control of such person or persons.

“Guarantors” means Aeropuerto de Culiacan, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., and Aeropuerto de Monterrey, S.A. de C.V., which shall guarantee payment of the principal and interest of the Debt Securities in the terms described in this Security.

“Minimum Guaranty” means that, on the last day of each corporate period, the EBITDA of the Guarantors, plus that of the Issuer individually, represents at least 80% (eighty percent) of the Consolidated EBITDA for such corporate period. For purposes of clarity, the foregoing calculation shall be made considering the consolidated subsidiaries of each Guarantor, as applicable, based on the annual consolidated financial statements of each, consolidated for such corporate period.

“Independent Bank” means any Mexican credit institution managing fixed interest Federal Government Development Bonds in the primary market, and which is selected by the Issuer at its sole discretion.

“Exchange” means the BMV, or any substitute stock exchange on which the Debt Securities can be listed.

“BMV” means Bolsa Mexicana de Valores, S.A.B. de C.V. (Mexican Stock Exchange)

“Advanced Maturity Event” has the meaning assigned to such term in the “Advanced Maturity Event” section of this Security.

“Debt Securities” has the meaning assigned to such term in the preamble to this Security.

“CNBV” means National Banking and Securities Commission

“Sole Issuers Circular” means the General Provisions Applicable to any Issuers of Securities and other Stock Market Participants, delivered by the CNBV and published in the Official Daily of the Federation on March 19, 2003, as amended from time to time.

“Concessions” means the concessions which the Ministry of Communications and Transport granted to the subsidiaries of the Issuer on June 29, 1998, and the amendment thereto dated September 12, 2000, to administer, operate, and exploit the Acapulco Airport, the Ciudad Juárez Airport, the Culiacan Airport, the Chihuahua Airport, the Durango Airport, Mazatlán Airport, Monterrey Airport, the Reynosa Airport, the San Luis Potosí Airport, the Tampico Airport, the Torreon Airport, the Zacatecas Airport and the Zihuantanejo Airport, for a period of 50 years counted as from November 1, 1998.

“Technical Assistance and Transfer of Technology Agreement” means the Technical Assistance and Transfer of Technology Agreement dated June 14, 2000, entered by and between Servicios de Tecnología Aeroportuaria S.A. de C.V., the Issuer and some subsidiaries thereto (as already, and as may be further amended, from time to time).

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“Debt” means, with respect to any person, without duplication (i) any obligations of such person arising from borrowed money; (ii) any obligations of such person evidenced by bonds, debt securities. promissory notes or similar credit instruments; (iii) any obligations of such person to defer the purchase price of goods or services (other than accounts payable arising during the regular course of business); (iv) the entire Debt of third parties secured by a lien established over assets belonging to such person, whether or not such person has assumed such Debt (for the effects of this insert, the Amount of the Debt cannot exceed the unpaid balance of  the guaranteed Debt, notwithstanding the value of the encumbered assets; (v) the guarantees granted by such person with respect to the Debt of third parties (for the effects of this insert, the amount of the Debt cannot exceed the unpaid balance of the guaranteed Debt, notwithstanding the value of the guarantees); (vi) any financial leasing obligations of such secured Debt, (vii) any obligations of such person in transactions where there exists a commitment to sell an asset, personal property or real estate, and lease such asset, and another asset which would be used for the same purposes as those under of the asset sold; (viii) any net or contingent obligations of such person arising from any obligation for derived obligations; and (ix) any obligations, whether or not contingent, of such person to reimburse to any other person amounts paid under letters of credit, guarantees of credit and banker´s acceptances.

"Banamex Debt" means the Issuer´s debt with Banco Nacional de México, S.A., a member of Grupo Financiero Banamex, in the amount of $1,000,000,000.00 (one billion pesos 00/100 Mex. Cy.), assumed on December 23, 2021, at a weighted average annual interest rate of 28-day TIIE plus 100 basis points, maturing on June 23, 2022, which was mainly used to capitalize several of the Issuer's subsidiaries, and for working capital and to strengthen the Issuer's liquidity.

"Existing Debt" means the joint reference to the Banamex Debt, the HSBC Debt, and the Santander Debt.

"HSBC Debt" means the Issuer´s debt with HSBC Mexico, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC (HSBC México), which is guaranteed by the Guarantors, in the amount of $900,000,000.00 (nine hundred million pesos 00/100 Mex. Cy.), assumed on December 23, 2021, at an annual weighted average interest rate of 90-day TIIE plus 50 basis points, maturing on June 24, 2022, which was mainly used to capitalize several of the Issuer's group subsidiaries, as well as for working capital and to strengthen the Issuer's liquidity.

“Material Debt” means any Debt (other than the obligations from Debt Securities identified under ticker symbol OMA 22L) of the Issuer or any of the guarantors, the principal amount of which (individually or as a whole) exceeds US$20,000,000.00 (twenty million dollars 00/100, currency of the United States of America), or its equivalent in another currency.

"Santander Debt" means the Issuer´s debt with Banco Santander Mexico, S.A., Institución de Banca Múltiple, Grupo Financiero Santander Mexico in the amount of $800,000,000.00 (eight hundred million pesos 00/100 Mex. Cy.), assumed on December 27, 2021, at a weighted average annual interest rate of 28-day TIIE plus 155 basis points, maturing on June 27, 2022, which was mainly used to capitalize several subsidiaries of the Issuer's group, as well as for working capital and to strengthen the Issuer's liquidity.

“Business Day” means any day other than Saturday or Sunday or an official holiday, on which multiple banking institutions shall keep their offices open to the public, in accordance with the calendar periodically published by the CNBV.

“Dollars” means the currency of the United States of America.

“Issue” means the issue of the Debt Securities to which this Security refers.

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“Issue of the so-called “M Bono Comparable” means any issue of Fixed Interest Federal Government Development Bonds which appear published on the web page of any price provider or similar service provider, selected by the Independent Bank, having a maturity comparable or interpolated to a term equivalent to the period between the anticipated redemption date determined for the Debt Securities and the Maturity Date of the Debt Securities, to be selected based on recognized financial practices for the valuation of corporate debt issues comparable to this Issue, in accordance with the information provided by the corresponding price supplier.

“Issuer” has the meaning assigned to such term in the preamble to this Security.

“Date of Issue” means March 31, 2022.

“Date of Book Closure” means March 29, 2022.

“Maturity Date” means March 22, 2029.

"Sustainability Performance Objective Observation Date" December 31, 2025.

"External Verifier Confirmation Date" June 30, 2026.

"Rate Adjustment Date" September 24, 2026.

“Encumbrance” or “Encumbrances” means, with respect to any asset, any mortgage, pledge, usufruct, deposit, charge, preference, or any other security interest of any kind or nature, including any purchase which is conditional or under retention of ownership.

“Indeval” means S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.

"Key Performance Indicator" or "KPI". means Kilograms of CO2 emissions per passenger (kgCO2e/PAX).

“LGTOC” means the Negotiable Instruments and Credit Operations Law.

“LMV” means the Stock Market Law.

“Mexico” means the United Mexican States.

“Total Authorized Amount of the Program” means the amount of up to $15,000,000,000.00 (fifteen thousand million Pesos 00/100 Mexican Currency).

“NIIF or IFRS” means the International Financial Reporting Standards published by the International Accounting Standards Board.

"Compliance Notice" means the written notice delivered to the Common Agent by the Issuer, which shall include at least a confirmation by the Issuer informing that it has complied with the Sustainability Performance Target.

"Adjusted ODS" has the meaning assigned to such term in the "Sustainability Performance Target (ODS or SPT)" section of this Security.

"Fixed Adjusted ODS" has the meaning assigned to such term in the "Sustainability Performance Target (ODS or SPT)" section of this Security.

"Variable Adjusted ODS" has the meaning assigned to such term in the "Sustainability Performance Target (ODS or SPT)" section of this Security.

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"ODS or SPT Sustainability Performance Target" means the CO2 Emission Reductions (KgCO2e/PAX), within tranches 1 and 2 thereof.

Name	2018 (base)	2019	2020	2021	2025 (target)
ODS 1: KgCO2e/PAX	1.53	0.69	0.47	0.30	0.65

“Interest Period” means each one of the successive interest periods into which the period of effectiveness of the Debt Securities is divided up to the Maturity Date. The first Interest Period shall commence (and include) on the Date of Issue and end (and exclude) the first Interest Payment Date. Each subsequent Interest Period shall commence (and include) on each subsequent Payment Date and end (and exclude) on the immediately following Interest Payment Date, provided that, in the event such date is a non-business day, interest shall be paid on the immediately following Business Days, calculating the respective interest by the number of calendar days which has effectively elapsed up to the Interest Payment Date, provided that the last Interest Period shall end on the Maturity Date of the Issue.

“Pesos” means pesos, Mexican currency of legal tender in Mexico.

"PPA" has the meaning assigned to such term in the "Sustainability Performance Target (ODS or SPT)" section of this Security.

“Early Redemption Price” has the meaning assigned to such term in the “Voluntary Early Redemption of Debt Securities” section of this Security.

“Price of the so-called “M Bono Comparable” means the return to maturity rate of the so-called “M Bono Comparable” Issue, quoted in writing by the Independent Bank before 14:30 hours in Mexico City, on the Third Business Days before the date under the number of depreciations determined by the Issuer for the Debt Securities.

"Sustainability-Linked Bond Principles" means those principles contained in the Sustainability-Linked Bond Principles 2020 established by the ICMA (International Capital Market Association).

“Program” means the Debt Securities Program of the Issuer authorized by the CNBV under official communication No. 153/10026393/2021 dated April 13, 2021, in an amount of up to $15,000,000,000.00 MEX. CY. (fifteen thousand million Pesos 00/100 Mexican Currency), for the issue of Debt Securities, without the combined amount of the issues in force at any date being able to exceed this amount. The Issuer can affect however many issues of Debt Securities it decides, always providing the Program continues in force, and that the unpaid balance of the current Debt Securities does not exceed the Total Authorized Amount for the Program, recorded in the National Securities Register under number 3056-4.15-2021-003-02.

"Master Development Program" means the program that the Issuer is required to submit for approval to the Ministry of Communications and Transportation every five years for each of its concessions, which must describe, inter alia, traffic forecasts for the next 15 years and detailed investment, expansion, modernization, and minor and major maintenance plans of the Issuer for the next five years. Once approved, the Master Development Programs shall become mandatory for the next five years and be an integral part of the corresponding concession; the above, in the understanding that the SCT authorized in December 2020 the Master Development Programs for each of the concession subsidiaries applicable to the 2021-2025 period. Such five-year Master Development Programs approved by the Ministry of Communications and Transportation shall be in effect from January 1, 2021, up to December 31, 2025, provided that compliance with such Programs shall be a condition precedent.

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“Common Agent” means Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, or any common agent replacing same, in accordance with the provisions of this Security.

“SEDI or Electronic System” means the BMV electronic system for distribution of information called “EMISNET” (Sistema Electrónico de Comunicación con Emisoras de Valores – Electronic System for Communication with Securities Issuers), or any stock exchange replacing the BMV on which the Debt Securities may be listed.

“Subsidiary” means any corporation or entity of which the Issuer, directly or indirectly, (i) is the holder of fifty percent (50%) or more of its capital stock or shares or equity, or the holder of fifty percent (50%) or more of the voting rights thereof, or (ii) controls the administration of such corporation or entity, in any other way.

“Annual Gross Interest Rate” has the meaning assigned thereto in the “Interest Rate; Method to Calculate Interest” section hereinbelow.

"Adjusted Gross Annual Percentage Rate" has the meaning set forth under section "Interest Rate; Calculation of Interest Method" below.

“Holders” means the holders of the Current Debt Securities.

“M Bono Comparable Rate” means the annual rate equal to the six-monthly return (considering periods of 182 (one hundred and eighty) days and a year of 360 (three hundred and sixty) days at maturity or interpolated maturity (based on the number of days) of the Issue of the so-called “M Bono Comparable”, assuming an issue price of the so-called “M Bono Comparable” (expressed as a parentage over principal) equal to the Price of the so-called “M Bono Comparable”.

“Security” means this Security evidencing the Debt Securities Issue.

“EBITDA” means the profit before finance costs, taxes, depreciation, and amortization.

“Consolidated EBITDA” means the Consolidated Operating Profit (calculated prior to tax, financial costs, extraordinary costs, distribution of profits to workers) plus depreciation and redemption (to the extent this has been deducted from the operating profits), calculated in accordance with the IFRS; provided, however, that to determine the Consolidated  EBITDA with respect to any period (the “Period of Reference”), consideration shall be given on a pro forma basis to any event or events of adjustment which may have occurred since the beginning of the Period of Reference as though such event or events of adjustment had occurred (and, in the event of any disposition, the resources had been applied) on the first day of the Period of Reference. To the extent consideration is given on a proforma basis to any purchase or disposition of a company, division, or line of business, the proforma figures shall be based on the last 4 (four) complete quarters for which available relevant financial information exists.

“Consolidated Operating Profit” means the operating profit (or loss) of the Issuer and the Consolidated Guarantors on a consolidated basis, determined under the IFRS; provided that to determine it, the profit (or loss) of any person before the date on which such Guarantor (i) becomes a Subsidiary of the Issuer, (ii) merges with the Issuer or with any of its Subsidiaries, or (iii) the Issuer or any of its Subsidiaries purchases its assets, shall be excluded.

"External Verifier" means Addere Solutions S.C. or any independent provider duly accredited before the Entidad Mexicana de Acreditación, A.C., appointed by the Issuer to verify compliance with the Sustainability Performance Objective.

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II. SPECIFICATIONS OF THE ISSUE

ISSUER: Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

NUMBER OF THE ISSUE: Fourth issue under the Program.

TICKER SYMBOL: “OMA 22-2L”

AMOUNT OF THE ISSUE: Up to $2,300,000,000.00 (two thousand three hundred million Pesos 00/100 Mex. Cy.), 22L provided that the aggregate total amount of both tranches shall not exceed 4,000,000,000.00 (four billion Pesos 00/100 Mex. Cy).

DATE OF ISSUE: March 31, 2022.

PLACE OF ISSUE: Mexico City, Mexico.

PLACEMENT PRICE OF THE DEBT SECURITIES: $100.00 (One hundred Pesos 00/100 Mexican Currency).

PAR VALUE OF THE DEBT SECURITIES: The par value of each Stock Certificate shall be the amount of $100.00 (One hundred Pesos 00/100 Mexican Currency) each.

NUMBER OF DEBT SECURITIES: 23,000,000 (twenty-three million) of bearer Debt Securities evidenced by this Security.

CURRENCY: Pesos.

EFFECTIVE TERM OF THE DEBT SECURITIES: 2,548 (two thousand five hundred and forty-eight) days, equivalent to approximately 7 (seven) years.

MATURITY DATE OF THE DEBT SECURITIES: March 22, 2029.

GUARANTY: The Debt Securities shall be secured by the Guarantors, as described in this Security which, individually or in the aggregate, reach the Minimum Guaranty. At any time during the term of the Debt Securities and without the consent of the Holders´ meeting being necessary, the Issuer shall have the right to release any Guarantor from the payment obligations  held by it as such under the Debt Securities and from the right (not the obligation) of replacing any Guarantor or including new Guarantors, always providing that after such release, addition or substitution is performed, the Minimum Guaranty is complied with, based on the latest annual audited consolidated financial statements available from the Issuer

The Issuer shall (i) within the 5 (five) Business Days following the date on which any of the changes described in the preceding paragraph occurs,  publish a notice via SEDI or any means replacing same, describing any changes in the Guarantors in accordance with this Security and confirm that the Minimum Guaranty shall be complied with once such release, addition or substitution takes place – which shall be upon execution of the new security reflecting such release, addition or substitution of the persons considering themselves as Guarantors – and shall obtain a legal opinion of an independent lawyer (who verifies same with the letter to which article 87 of the Issuers Sole Circular refers),  which refers to the validity of the Debt Securities for the persons establishing themselves as Guarantors after such release, addition or substitution, together with the faculties of those subscribing to the new security in their name and representation (whose legal opinion shall be delivered to CNBV (with copy to the Common Agent) as part of the process for updating the process of entry of the Debt Securities in the National Securities Register), and (ii) once such notice has been published, carry out a change of security, deposit the new security with Indeval as soon as possible against delivery of the Security deposited at that time, and the new security should reflect correctly the corporations to be Guarantors under the Debt Securities as from that date.

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No change in the Guarantors shall represent a novation to the obligations contained in this Security.

POTENTIAL PURCHASERS: Individuals and corporate entities when this is expressly provided within their investment system.

USE OF THE PROCEEDS: The Issuer obtained from the issuance of the Certificados Bursátiles MXN$2,300,000,000.00 MEX. CY. (Two billion three hundred million pesos 00/100 Mex. Cy.), less expenses related to the Issue, resulting in net proceeds of MXN$2,290,432,620.08 Mex. Cy (two billion two hundred ninety million four hundred thirty-two thousand six hundred twenty pesos 08/100 Mexican pesos).

The proceeds from the issuance of the Certificados Bursátiles evidenced by the Security will be distributed as follows:

(i) MXN$1,007,216,816.56 Mex. Cy. (One thousand seven million two hundred sixteen thousand eight hundred sixteen pesos 56/100 Mex. Cy.), corresponding to 44% (forty-four percent) of the proceeds resulting from the Issue, to repay part of the Issuer's Existing Debt (as such term is defined below).

(ii) MXN$200,000,000.00 (two hundred million pesos 00/100), corresponding to 9% (nine percent) of the proceeds resulting from the Issue, for general corporate purposes, including working capital.

(iii) MXN$1,083,215,803.51 (one billion eighty-three million two hundred fifteen thousand eight hundred three pesos 51/100 Mex. Cy), corresponding to 47% (forty-seven percent) of the proceeds resulting from the Issue, to fund investments under the Master Development Program for each of the Issuer's thirteen airports for the period 2021-2025, authorized by the Ministry of Communications and Transportation, through the Federal Civil Aviation Agency, in November 2020.

INTEREST RATE; CALCULATION OF INTEREST METHOD:

As of the Issue Date, and as long as they are not fully redeemed, the outstanding Certificados Bursátiles shall accrue gross annual interest on their face value or unpaid balance at an annual gross interest rate of 9.35% (nine-point thirty-five percent) (the "Annual Gross Interest Rate"), which shall remain fixed during the term of the Issue. On the Book Closing Date, the Annual Gross Interest Rate adopted the Mbono 2029 rate plus a surcharge of 0.89 (zero point eighty-nine) basis points.

The Debt Securities shall bear common interest and shall include the calendar days which have effectively elapsed to the corresponding Interest Payment Date. Calculations shall be to the nearest hundredth.

To determine the amount of common interest payable on each Interest Payment Date, the Common Agent shall use the following formula:

I = [( TI ) * PL] * VN

--------------------------------

36000

Where:

I	=	Interest for the Interest Period payable on the Interest Payment Date.
TI	=	Gross Annual Interest Rate.
PL	=	Number of calendar days effectively elapsed to the respective Interest
		Payment Date.
VN	=	Par value or unpaid balance of the current Debt Securities.

Interest of the Debt Securities shall be paid at the end of each Interest Period, against delivery of the corresponding evidence issued by Indeval, during the term of the Issue or, if such date falls on a non-business day, such interest payment shall be made on the following Business Day, and such interest shall be calculated by  the number of calendar days effectively elapsed up to the corresponding Interest Payment Date. In the event an Interest Payment Date is not a Business Day, such payment shall be made on the following Business Day based on the calendar provided in this Security evidencing the Issue.

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The Common Agent shall inform the Issuer in writing (which can be by email) and in writing to Indeval (or by such means as it determines) at least 2 (two) Business Days in advance of the corresponding Interest Payment Date, the amount of common interest to be paid and the Gross Annual Interest Rate.  It shall likewise inform the Stock Exchange through SEDI (or the means determined by the latter) and the CNBV through STIV-2 (or the means selected by the latter) with the same frequency, the amount of interest payable and the Gross Annual Interest Rate applicable to the corresponding Interest Period and, if applicable, the principal amount payable in Pesos, the Adjusted Nominal Value per Bond, if applicable, as well as the Annual Gross Interest Rate of the Certificados Bursátiles applicable to the following Interest Period.

The Debt Securities shall cease to bear interest after the payment date, always providing that the Issuer has deposited the amount of the last redemption and, as applicable, of the corresponding interest, with Indeval before 11:00 A.M. on such date.

In the event of partial voluntary repayments of principal, the Common Agent shall use the following formula to calculate the new outstanding balance of principal of the Debt Securities:

SIP=SIP_(i-1) - AM

Where:

SIP	=	Outstanding balance of principal of all Debt Securities
SIP(i-1)	=	Par value or outstanding balance of principal of all Debt Securities, on the immediately
		preceding date of payment (before applying the payments of principal corresponding to
		such date of payment).
AM	=	amount of principal payment for all the Debt Securities on the immediately preceding
		date of payment.

To determine the outstanding balance of principal of each Debt Security, the Common Agent shall use the following formula:

SIPI= SIP / NC

Where:

SIPI	=	Outstanding balance of each Debt Security
SIP	=	Outstanding balance of principal of all Debt Securities
NC	=	Number of current Debt Securities

The Issuer is not obligated to pay additional amounts with respect to withheld interest or any equivalent tax or contribution applicable in connection with payments made for the Debt Securities.

This Security evidencing the Debt Securities shall remain on administrative deposit with Indeval, and payment thereof shall be made at Indeval´s address in the amount corresponding to each Interest Period and against delivery of this Security or any evidence issued for such purpose by Indeval, the principal of the Debt Security shall be redeemed on the Maturity Date, unless a complete early redemption takes place.

If, with respect to any payment of interest, such interest is not paid in full, Indeval shall not be obligated, nor shall it be responsible for not delivering the respective evidence of payment until this is paid in full.

The Interest Rate of the Certificados Bursátiles will increase by 25 basis points as from the interest period beginning on September 26, 2026 (and such rate will be the "Adjusted Gross Annual Interest Rate"), unless the Issuer informs about a relevant event indicating that it has complied with the Sustainability Performance Goal, prior confirmation by the External Verifier under regular procedures and the Issuer has delivered to the Common Agent the Compliance Notice together with the External Verifier's confirmation no later than the Verifier's Confirmation Date, i.e., June 30, 2026. If the Certificados Bursátiles accrue interest at the Adjusted Gross Annual Interest Rate pursuant to the foregoing, then it will not be necessary to replace this Security, since it already provides for the application of such rate.

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INTEREST PAYMENT FREQUENCY: Interest payable on the Debt Securities shall be paid every 182 (one hundred and eighty-two) days during the term of the Issue or, as applicable, on the immediately following Business Day, should any not be so, regular interest shall be paid by the number of days which have effectively elapsed to the corresponding Interest Payment Date, further to the calendar hereinbelow and on the following dates, (each,  an “Interest Payment Date”).

Period Number	Interest period start date	Interest Payment Date
1	31 de marzo de 2022	29 de septiembre de 2022
2	29 de septiembre de 2022	30 de marzo de 2023
3	30 de marzo de 2023	28 de septiembre de 2023
4	28 de septiembre de 2023	28 de marzo de 2024
5	28 de marzo de 2024	26 de septiembre de 2024
6	26 de septiembre de 2024	27 de marzo de 2025
7	27 de marzo de 2025	25 de septiembre de 2025
8	25 de septiembre de 2025	26 de marzo de 2026
9	26 de marzo de 2026	24 de septiembre de 2026
10	24 de septiembre de 2026	25 de marzo de 2027
11	25 de marzo de 2027	23 de septiembre de 2027
12	23 de septiembre de 2027	23 de marzo de 2028
13	23 de marzo de 2028	21 de septiembre de 2028
14	21 de septiembre de 2028	22 de marzo de 2029

In the event any of the foregoing Dates for Payment of Interest be a non-business day, interest shall be paid on the immediately following Business Days, the respective interest being calculated by the number of days of the corresponding Interest Period which have effectively elapse, against delivery of evidence issued by Indeval for such purposes, during the term of the Issue.

RIGHTS OF THE HOLDERS: The Debt Securities evidence, for the Holders, the right to collect the outstanding principal and interest owed by the Issuer thereof in the terms described in this Security, from their Date of Issue and until they are paid in full.

OVERDUE INTEREST: In the event of default on the prompt payment of principal of the Debt Securities, overdue interest shall replace regular interest over the outstanding balance of principal of the Debt Securities at the Gross Annual Interest Rate or Adjusted Gross Annual Interest Rate for Debt Securities plus 2 (two) percentage points.  Overdue interest shall be payable from the date the default occurs and until the principal amount has been fully paid.  The amount for overdue interest shall be paid by the wire transfer of funds, through the Common Agent, located on Avenida Paseo de la Reforma No. 284, Piso 9, Colonia Juárez, Código Postal 06600, Mexico City, or any other place which the Common Agent may have in the future and informed for such purpose by the Issuer. Any amount received by the Issuer shall be applied, firstly, to payment of overdue interest, and subsequently to payment of common interest, and any applicable premium or award, and finally to the unpaid balance of principal.

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PAYMENTS: All payments during the effectiveness of the issue shall be made according to this Security's terms and conditions.  In the event any payment date is a non-business day, such payment shall be made on the following Business Day, and shall not be considered a default.

KEY PERFORMANCE INDICATOR. SUSTAINABILITY PERFORMANCE TARGET OR KPI:

Kilograms of CO2 equivalent emissions per passenger (kgCO2e/PAX).

SUSTAINABILITY PERFORMANCE TARGET (ODS OR SPT):

58% reduction in CO2 Emissions, Tranches 1 and 2  (kgCO2e/PAX) by December 31, 2025.

Name	2018 (Base)	2019	2020	2021	2025 (Target)
ODS 1: KgCO2e/PAX	1.53	0.69	0.47	0.30	0.65

The foregoing provided that (i) if any amendment to the applicable energy regulatory framework is approved and any such amendment prevents the Issuer from keeping in full force and effect the power purchase agreement (the "PPA") entered in 2017 based on a wind power generator, or substantially changes the terms of such PPA, then the Issuer shall meet an adjusted sustainability performance target of 1. 24kg CO2e/pax (the "Fixed Adjusted ODS"), considering that, as a consequence of any such amendment, the Issuer would be unable to comply with the Sustainability Performance Target; and/or (ii) if any change  affects, either positively or negatively, the SPT value by at least 5%, the Issuer may recalculate its base year and/or the SPT in order to reflect any significant or structural change in the Issuer on a consolidated basis and/or any external parameter (e.g., any event that in the Issuer's judgment prevents or may prevent compliance with the Sustainability Performance Goal, or affects the Issuer's structure, the methodology for calculating the Sustainability Performance Goal or finds any material misstatement) (the "Adjusted Variable ODS" and, together with the Adjusted Fixed ODS, the "Adjusted ODS").

It is noted that the Adjusted ODS has not been evaluated by an independent third party. Any such modification or adjustment will be disclosed by the Issuer in its annual report filed with the CNBV.

REPORTING: The Issuer shall inform annually on the evolution of the Key Performance Indicator  ("KPI") and the Sustainability Performance Target ("SPT"), and shall place any updated information on its website http://www.oma.aero and/or shall otherwise publicly disclose it. The Issuer's annual report and sustainability performance report shall include:

· a KPI performance report in connection with the established SPT;

· a verification report describing the performance against the SPT, the related impact, and  timing of such effects on the financial performance thereof;

· current or potential factors that may limit or affect the selected KPI and SPT; and

· any relevant information for the holders of the Certificados Bursátiles to monitor the progress of the SPT.

VERIFICATION: Within 6 (six) calendar months from the Sustainability Performance Target Observation Date, and solely for purposes of calculating, if applicable, the Adjusted Annual Gross Interest Rate, the Issuer shall seek independent verification of the performance level of the SPT for the established KPI by a qualified External Verifier with relevant experience, which shall be included in the Compliance Notice.

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The annual performance against the SPT not verified by the External Verifier shall be published on the website http://www.oma.aero.

After the Sustainability Performance Target Observation Date, the Compliance Notice will be published on the Issuer's website.

PRINCIPAL REDEMPTION OF THE DEBT SECURITIES: A single payment in Mexican currency on the Maturity Date of the Debt Securities.  If the Maturity Date falls on a non-business day, such payment shall be made on immediately following Business Days. Redemption of the Debt Securities shall occur at par value through a wire transfer of funds, against surrender of the corresponding Certificate.

REDEMPTION DATES: The Debt Securities shall be redeemed in a single advance on the Maturity Date of the Debt Securities, provided that if any redemption date falls on a non-business day, such payment shall be made on the next Business Day.  Redemption of the Debt Securities shall be made at face value, by means of wire transfer of funds, upon surrender of the corresponding Security.

Redemption No.	Redemption Date	Outstanding balance of the Issue	Outstanding balance by Debt Security
1	March 22, 2029	$2,300,000,000.00	$100.00

On each redemption date, the outstanding unpaid balance of principal corresponding to each Debt Security shall be updated at six decimals.

The Common Agent shall inform Indeval and the Stock Exchange through SEDI, or through any other means provided by the latter, at least 2 (two) Business Days before the Maturity Date of the Debt Securities and shall also inform the amount of such redemption.

VOLUNTARY REDEMPTION IN ADVANCE OF THE DEBT SECURITIES: The Issuer shall have the right, but not the obligation, to a full or partial redemption of the Debt Security, in accordance with the following: (i) In the event the Issuer decides to redeem in advance the Debt Securities prior to December 22, 2028 (but excluding such date), then the Debt Securities shall be redeemed at the higher price from among the following (1)  100% of the amount of principal which is being redeemed in advance;  (2) the amount resulting from calculating this value of the amount of principal being redeemed in advance, and of the pending payments of interest which have been accrued in connection with such amount of principal in accordance with the provisions in Section “Payment of Interest Calendar” (excluding interest accrued and not paid with respect to the principal of the Debt Securities at the date of early redemption) calculated (A) if the early redemption date occurs prior to the Rate Adjustment Date, based on the Annual Gross Interest Rate through the Interest Period commencing on the Rate Adjustment Date and based on the Adjusted Annual Gross Interest Rate as of the Interest Period commencing on the Rate Adjustment Date, unless the Issuer has met the Sustainability Performance Goal prior to the Early Redemption Date and the Issuer has delivered to the Common Agent a Notice of Compliance together with the confirmation of the External Verifier by the Verifier's Confirmation Date, i.e., June 30, 2026, in which case it will be calculated based on the Annual Gross Interest Rate, or (B) if the early redemption date occurs after the Rate Adjustment Date, based on the Adjusted Annual Gross Interest Rate, unless the Issuer has met the Sustainability Performance Goal prior to the Rate Adjustment Date and the Issuer has delivered to the Common Agent a Notice of Compliance together with the confirmation of the External Verifier no later than the Verifier's Confirmation Date, i.e., June 30, 2026, then such outstanding principal and interest payments shall be calculated based on the Annual Gross Interest Rate, discounted at the MBono Rate, plus 15 (fifteen) base points (a) in the case of principal, based on the number of days between the early redemption date and the Maturity Date (based on  periods of 182 (one hundred and eighty-two) days and a year of 360 (three hundred and sixty) days, and (b) with respect to interest thereon, based on the number of days comprised between the early redemption date and each subsequent Interest Period, up to the Maturity Date (based on periods of 182 (one hundred and eighty-two) days and a year of 360 (three hundred and sixty) days ( together, the amount resulting from such calculation, the “Early Redemption Price”); (ii) in the event the Issuer decides to redeem the Debt Securities in advance subsequent to  December 22, 2028 (but including such date), then the Debt Securities subject to early redemption shall be sold at a price equal to the outstanding balance of principal of the Debt Securities.   In any event, in addition to the Early Redemption Price, the Issuer shall pay to the Holders interest accrued and not paid with respect to the principal of the Debt Securities, precisely on the early redemption date.  The Early Redemption Price shall in no event be less than 100% of the principal amount being redeemed in advance.

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The Issuer shall inform the CNBV and the Stock Exchange, by such means as the latter may determine, and Indeval and the Common Agent in writing, at least 6 (six) Business Days prior to the redemption date, of its decision to enforce such right to redemption in advance of the Debt Securities. Notice in connection thereto to Indeval shall contain at least the following information: the date on which the early redemption is to take place, whether this is a full or partial redemption and, as applicable, the amount of principal to be paid and, if applicable, the par value or outstanding balance of the Debt Securities, and any other information required for collection of the Debt Securities; provided that early redemption shall be implemented through Indeval,  located at Paseo de la Reforma No. 255, 9o piso, Colonia Cuauhtémoc, Mexico City, via the electronic transfer system administered by Indeval. No premium shall be payable by the Issuer in the event of redemption in advance of the Debt Securities, in whole or in part.

The Common Agent shall, 2 (two) days prior to the early amortization date, calculate and publish through EMISNET the price at which the Debt Securities are going to be redeemed in advance, also advising the CNBV through the STIV-2 and Indeval with the same advance notice, in writing or by such means as they consider advisable.

If, once the notice to which the preceding paragraph refers has been delivered, the Issuer decides not to enforce its right with respect to the respective early amortization, the Issuer shall inform to the CNBV in connection thereto through the STIV-2, the Stock Exchange through SEDI,  Indeval and the Common Agent, in writing or by such means as they determine, with at least 2 (two) Business Days´ advance notice prior to the date on which it is planned to carry out the voluntary early amortization, and shall not be considered a default under this Security. Any expenses incurred by the Common Agent concerning such change shall be for the Issuer's account.  Likewise, suppose the Issuer fails to inform the CNBV, the Stock Exchange and Indeval in the terms of This paragraph. In that case, the Issuer shall be obliged to perform the early amortization as indicated in the immediately preceding paragraph.]

EVENTS OF ADVANCED MATURITY: If any of the following events occur (each one, an “Event of Advanced Maturity”), the Debt Securities shall become due and payable under the terms and conditions established below:

1. Default of Payment of Interest when Due. If the Issuer or any of the Guarantors fail to pay when due any amount of interest, and such payment is not made within the 3 (three) Business Days following the date on which it shall have been made (except the last payment of the interest periods, which must be made in accordance with the dates for payment established, as applicable, in this Security). In this case, all amounts payable by the Issuer under the Debt Securities can be declared due and payable in advance, always providing at least 1 (one) Holder representing at least 10% (ten percent) of the current Debt Securities requests the Common Agent to convene a Holders‘ Meeting and resolve as applicable on the  advanced maturity of the Debt Securities and, therefore, declare the outstanding principal amount of the Debt Securities, interest accrued and not paid,  and all other amounts owed in connection with same immediately due and payable on demand. In the event there is no request by any Holder once 10 (ten) Business Days following that on which the event occurred have elapsed, the

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Common Agent shall proceed to convene a Holders‘ Meeting to resolve with respect to the advanced maturity.

2. Insolvency. If the Issuer or any of the Guarantors is declared insolvent, bankrupted or subject to similar proceedings or admits in writing its inability to pay its debts when due.

3. Lack of Validity of the Debt Securities. If the Issuer or any of the Guarantors reject, claim, or challenge the validity or enforceability of the Debt Securities.

4. Failure to deliver information. If the Issuer fails to deliver the financial and other information required by law or applicable regulation or is required by the CNBV and the Stock Exchange to comply with the delivery of information on securities recorded in the Securities Register, and such failure to comply is not rectified within 10 (ten) Business Days.

5. Revocation or termination of the Concessions. If (a) the terms and conditions of the Concessions are modified in such a way as to limit or negatively and significantly affect the rights currently conferred by the Concessions on the Issuer, any of its Guarantors, or its subsidiaries,  (b) for any reason a government authority shall rescind, cancel or seize the facilities and operations of any airport operated by the Issuer or any of its Guarantors, always providing that such cancellation, rescission or seizure has been declared by a competent judicial authority under a resolution allowing no recourse whatsoever, or (c) any of the Concessions is revoked or terminated, always providing such revocation or termination has been declared by a competent judicial authority under a resolution allowing no recourse whatsoever.

6. Default on other obligations. If (i) the Issuer or any of the Guarantors omit to pay when due (after any applicable grace period), any amount of principal payable with respect to any Material Debt, or  (ii) the early termination is declared of any Material Debt which obligates the Issuer or Guarantors to pay an amount higher than that of a Material Debt (or its equivalent in any other currency) before programmed maturity.

7. Default under the Debt Securities. If the Issuer or any Guarantor fails to comply with any obligations – other than those of payment - in this Security, and such obligations are not rectified within 30 (thirty) calendar days following the Issuer's date had received written notice from the Common Agent describing such default.

8. Judicial Resolutions. If any judicial resolution is issued (not subject to an appeal or any other proceeding) against the Issuer or any Guarantor which, individually or in the aggregate with any other similar resolution, exceeds the amount of US$20’000,000.00 (twenty million Dollars 00/100 Currency of the United States of America) (or its equivalent in other currencies) and such sentence is not complied with or guaranteed within 30 (thirty) calendar days following the date thereof.

If any of the events mentioned in points 2, 3 or 5(c) above occur, the Debt Securities shall be automatically become due and payable, without a need for notice of default, presentation, payment requirement, protest or notice of any nature, judicial or otherwise, the outstanding balance of the Debt Securities, interest accrued and not paid with respect thereto and all other amounts owed in connection therewith shall become immediately due and payable.

If any of the events mentioned in points 4, 5(a), 5(b), 6, 7 or 8 above occur  (and, as applicable, any grace periods under the Debt Securities have elapsed), the amounts payable by the Issuer under the Debt Securities can be declared due and payable in advance, if the Holders‘ Meeting resolves so, and the Issuer shall be declared in default as from the date such resolution of the Holders´ Meeting  is delivered, and the outstanding balance of the Debt Securities become due and payable on demand. In order to resolve any advanced maturity, the quorum and voting of the Holders‘ Meeting, at a first or subsequent call, shall be those indicated in paragraph f) of the “Authority, Rules to Convene and Quorum of the Holders‘ Meeting” section hereinbelow.

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Once the advanced maturity of the Debt Securities has been declared as provided hereunder, the Common Agent shall inform the CNBV through the  STIV-2, Stock Exchange through the SEDI, and Indeval (in writing or by any means they determine), delivering evidence of such decision.

PLACE AND METHOD OF PAYMENT OF PRINCIPAL AND INTEREST: Interest accrued on, and principal of the Debt Securities shall be paid with Indeval, located at Paseo de la Reforma No. 255 3er piso, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Mexico City, against surrender of this Security, or any other evidence issued for such purpose by Indeval, via electronic transfer.   The Issuer shall deliver to Indeval, before 1 pm, on the day such payments are due, the amount to be paid in accordance with the provisions of current Debt Securities.

In the event any payment of principal is not made in full on the Maturity Date or any date of payment, as provided in this Security, Indeval shall not be responsible for giving evidence with respect to such payment; nor shall it be obligated to provide same until such payment has been made in full.

TAX REGIME: Any interest to be paid under the Debt Securities are subject (i) for individuals and corporate entities residing in Mexico, for tax purposes, to the provisions of articles 54, 135, and others applicable of the current LISR (Income Tax Law), and (ii) for individuals and corporate entities residing abroad, for tax purposes,  to the provisions of articles  153, 166 and others applicable of the current Income Tax Law. The tax regime can be amended during the term of the Issue. Possible purchasers of the Debt Securities shall consult with their advisors on the tax consequences resulting from the purchase, holding, or sale of the Debt Securities, including applying rules concerning their specific situation. The tax regime of this Issue or investment in the Debt Securities has not been validated or verified by the corresponding tax authorities.

DEFAULT ON PAYMENT OF PRINCIPAL AND INTEREST; OTHER EVENTS OF ADVANCED MATURITY: In the event the Issuer fail to pay, when due, the principal of, and interest on the Debt Securities, or if an Event of Advanced Maturity arises, the Common Agent, without prejudice to the individual rights of the Holders, can exercise the corresponding action for collection, under the instructions resolved by the Holders´ Meeting.

INCREASE IN THE NUMBER OF DEBT SECURITIES AVAILABLE UNDER THIS ISSUANCE: Subject to market conditions, the Issuer shall be entitled to issue and offer Debt Securities (“Additional Debt Securities”) to the public in addition to the Debt Securities previously issued hereunder (the ”Original Debt Securities”), provided that  (i) Additional Debt Securities shall have the same ticker symbol assigned by the Stock Exchange, and (ii) they shall be ruled by the same terms and conditions as the Original Debt Securities (including, without limitation, Maturity Date, Gross Annual Interest Rate applicable to each Interest Period or the Adjusted Gross Annual Percentage Rate Interest Payment Date, par value or outstanding balance of principal, as applicable, of each Debt Security, delivery obligations, affirmative and negative covenants, and Events of Advanced Maturity). The Additional Debt Securities shall accrue interest as from the date of issuance thereof at the rate applicable to the Debt Securities, except if the date of issue of the Additional Debt Securities falls on a different day as the initial date of an Interest Period, or the date of issue of the Additional Debt Securities, in which case action shall be adopted as provided in paragraph (d) below.

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After any purchase of Original Debt Securities or any issue of Additional Debt Securities, it shall be understood that the Holders have agreed to the issue of Additional Debt Securities. Therefore, the Issue and public offer of the Additional Debt Securities shall not require authorization by the Holders of the Debt Securities. Any issue of Additional Debt Securities  shall be subject to the following:

(a) The Issuer may deliver and offer Additional Debt Securities to the public, always providing: (i) the classifications of the Debt Securities do not fall (whether as a consequence of an increase in the number of current Debt Securities or for any other reason), (ii) the Issuer is up to date in the compliance of its obligations in accordance with the Debt Securities provisions; and (iii) no Event of Maturity A exists or could exist (as a result of the delivery of the Additional Debt Securities). For purposes of the foregoing, the Issuer shall be obligated to deliver to the Common Agent, in writing, a compliance certificate with the provisions of this paragraph before delivery of the Additional Debt Securities.

(b) The maximum amount of Additional Debt Securities which the Issuer may issue and offer to the public added to the number of the current issue(s) under the Program (including the Issue of the Original Debt Securities) cannot exceed the Total Authorized Amount of the Program.  The Additional Debt Securities shall have a preferential right for payment equivalent (pari passu) in all respects to the Original Debt Securities.

(c) On the date of issue of the Additional Debt Securities, the Issuer shall change this Security representing the Original Debt Securities (deposited with Indeval) for a new Certificate covering the Original Debt Securities plus the Additional Debt Securities and deposit such Certificate with Indeval. Such Certificate shall contain solely such amendments as may be necessary to reflect  the Issue of the Additional Debt Securities, that is, (i) the total amount of the Issue, represented by the total amount of the Original Debt Securities plus the amount of the Additional Debt Securities, (ii) the total number of Debt Securities covered by this Security, which shall be equal to the number of Original Debt Securities plus the number of Additional Debt Securities, (iii) the date of issue of the Original Debt Securities  and the date of issue of the Additional Debt Securities and  (iv) the term of the Issue of the Original Debt Securities and of the Additional Debt Securities; the term of the latter shall be equal to the term existing between the date of issue of the Additional Debt Securities and the Date of Maturity of the Debt Securities, since the maturity date of this Security shall be the same Date of Maturity as that of the Original Debt Securities.

(d) Any delivery of the Additional Debt Securities may take place on any Business Day. In the event the date of issue of the Additional Debt Securities is not the same as the initial date of a Debt Security Interest Period, the Additional Debt Securities shall be entitled to the interest corresponding to all the then-current Interest Period on the date of issue; provided that placement price of the Additional Debt Securities may reflect interest and/or return, as applicable, accrued or to be accrued during the whole  Interest Period of the current Original Debt Securities.

(e) Neither the Issue of the Additional Debt Securities nor the increase in the amount of the current Original Debt Securities deriving therefrom shall represent a novation.

(f) The Issuer can perform several issues of Additional Debt Securities over the issue of Original Debt Securities to which this Security refers, always providing that the Total Authorized Amount of the Program is not exceeded.

(g) The Additional Debt Securities can be placed at a price other than their par value, depending on market conditions.

(h) The Issuer shall carry out any applications before the competent authorities in connection with the issue of Additional Debt Securities, including an application for updating registration of the Debt Securities with the CNBV.

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AUTHORITY, RULES TO CONVENE, GATHER, AND QUORUM FOR THE HOLDERS´ MEETINGS.

(a) The meetings of the Holders shall represent such Holders in the aggregate and shall be always governed by the provisions of this Security and of the LGTOC; any resolutions of the Holders´ Meeting shall be valid with respect to all the Holders, even those absent or dissident.

Likewise, the provisions of articles 220, last paragraph, and 223, section I, of the LGTOC shall be applicable to the Holders´ Meeting. The Holders‘ Meeting shall gather whenever convened by the Common Agent.

(b).- The  Holders´ Meeting shall meet whenever convened by the Common Agent.

(c). -  Holders who individually or jointly have at least 10% (ten percent) of the  current Debt Securities, may request the Common Agent to convene a general meeting of Holders, describing the items to be dealt with at the meeting. The Common Agent shall deliver the call for the meeting to be held within 1 (one) month from the date the request is received. In the event the Common Agent fails to comply with this obligation, a competent judge at the Issuer´s location shall, at the request of the petitioning Holders, deliver the call for the meeting.

(d)Any call for a Holders´ Meeting shall be published, at least once, in a newspaper of higher circulation in the domicile of the Issuer, at least 10 (ten) calendar days before the date on which the meeting is to be held.  The agenda to be dealt with at the meeting shall be included in the call.

(e)If the Holders‘ Meeting meet to discuss matters other than those listed in insert (f) below, and in order  to be considered legally installed at the first call, Holders shall be present at same who have, individually or jointly, at least half plus one of the  current Debt Securities, and its decisions shall be valid when adopted by half plus one of the Debt Securities present thereat.

If the Holders‘ Meeting meets at a second or subsequent call to deal with matters other than those indicated in insert (f) below, the quorum shall be any number of Debt Securities represented therein, and resolutions shall be valid when adopted by Holders representing half plus one of the Debt Securities represented at such meeting.

(f)In the following cases, the quorum at the first call shall be of Holders having, individually or jointly, 75% (seventy-five percent) of the current Debt Securities, and decisions shall be adopted by Holders representing, individually or jointly, half plus one of the Debt Securities present at such meeting:

(1) If it is intended to revoke or replace the appointment of Common Agent or any other common agent; or

(2) If it is intended to adopt a resolution for any modification to the terms and conditions of the Debt Securities, unless such modification is to (i) correct any omission or defect in the wording of this Security; (ii) correct or add any provision to  this Security which is contrary to the remaining provisions of same, and/or  (iii) to comply any requirement, condition or guideline contained in any applicable judgment, judicial resolution, or legal provision;  in which case the consent of the Holders shall not be required provided that, in such events, the Issuer, based on the instructions of the Common Agent, shall perform the respective exchange before Indeval, and also provided that it shall inform the following to Indeval in writing or by such means as the latter determines, with at least 6 (six) Business Days ‘advance notice before it is planned to carry out such change of this Security: (x) the date on which the corresponding change shall take place, and (y) any other amendments made to this Security, provided that the Common Agent shall confirm in writing that such changes do not limit or in any way affect the rights of the Holders, considering that they correspond to the provisions indicated in this insert (2). In connection with any purchase of the Debt Securities, it shall be understood that the Holders have agreed to the amendments to

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which sub-inserts (i), (ii) and (iii) above refer, without the obligation to hold a Holders ‘meeting; or

(3) To grant extensions or grace periods to the Issuer concerning any payment of principal and interest under this Security;

(4) To resolve on the acceptance (and resulting subscription) or rejection of the bankruptcy agreement proposal or veto of the agreement already executed in terms of article 161 Bis of the Commercial Bankruptcy Law; provided that only in this case can the Holders´ meeting know and authorize discharges contemplated in the respective bankruptcy agreement with the voting quorum established in the present insert (f) (except for this assumption, any release shall be exercised as an individual right or at a Holders´ meeting at which all the  current Debt Securities are represented and the respective resolution  is unanimously adopted) or

(5) When it must be resolved whether the Advanced Maturity of the Debt Securities arising from a Causa de Venis shall be unanimously adopted), as established in this Security

(g) If the Holders´ meeting gathers at a second or later call to deal with the matters listed in insert (f) above, such meeting must be attended by Holders who, individually or jointly, have the equivalent to half plus one of the current Debt Securities, and resolutions shall be valid when adopted by Holders representing, individually or jointly, half plus one of the Debt Securities present thereat.

(h)In order to attend the Holders´ meetings, the Holders shall surrender the deposit receipts issued by Indeval and the list of holdings issued for such purpose by the corresponding financial broker, as applicable, with respect to the Debt Securities they hold, at the place named in the call to Holders´ meeting, at least on the Business Day prior to the date on which the Holders´ meeting is to be held. The Holders can be represented at the meeting by proxy, evidenced by means of a letter of proxy signed before two witnesses, or by any other means authorized by applicable law.

(i)Under no circumstances can Debt Securities which the Issuer or any person related thereto has purchased on the market be represented at the meeting. Therefore, they shall not be considered to install the meeting and reach the voting quorum at the Holders´ meeting provided in this Security.

(j)Minutes to be signed by the chairman and secretary shall be prepared for each meeting.  The list of attendance, signed by those attending and the tellers, shall be attached to the minutes.  The minutes and any other information and documents corresponding to the Holders´ meetings or the Common Agent, shall be retained by the latter and at any time may be consulted by the Holders, who shall have the right to request the Common Agent, at their own cost, certified copies of such documents.

(k)For purposes of calculation of the attendance quorum at the Holders´ meetings, the number of current Debt Securities shall be taken as a basis. The Holders´ meeting shall be presided over by the Common Agent, and the Holders shall be entitled to as many votes as correspond to them in proportion to the Debt Securities they have, considering one vote for each current Debt Security except as provided in insert (i) above.

(l) Notwithstanding the above, resolutions adopted outside a meeting by the unanimous vote of Holders that, individually or jointly, hold all the Debt Securities entitled to vote shall have, for all legal purposes, the same value as though adopted in a meeting, always providing resolutions are confirmed in writing to the Common Agent.

(m)Once the Holders´ meeting has been duly convened and gathered, the Holders cannot avoid the holding or continuation of same by withdrawing therefrom.  If Holders withdraw or fail to attend the continuation of a Holders´ meeting which has been suspended in the terms of this Security or the applicable law, it shall

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be considered that they refrain from casting their vote with respect to the matters dealt with at the corresponding meeting.

Nothing contained herein shall limit or affect any rights which the Holders could have, as applicable, pursuant to the provisions of article 223 of the LGTOC.

The Holders´ Meetings shall be held at the address of the Common Agent and, if not possible, at the place mentioned in the respective call.

CORPORATE PURPOSE OF THE ISSUER: The Issuer shall have the following purpose, among others:

(i) To purchase shares, interest or participations in corporations of a private nature or corporations having State participation, whether as a founder or through the purchase of shares or participations in already established corporations, engaged in the management, operation, including the providing of complementary and commercial airport services, construction and/or operation of civil airports according to the Airport Law and its Regulations, and to participate in the capital stock of companies providing any kind of services, and to vote on the shares they hold when required, always refraining from blocking in the same sense, as provided by their bylaws, or, as instructed by the Board of Directors, the shareholders of the Issuer or any other person to whom this authority has been delegated in terms of its bylaws,  to sell, transfer or dispose of any of such shares or participations or other securities as permitted by law.

(ii) To receive from other Mexican or foreign entities, corporations or individuals and provide to the corporations in which it has an interest or participation or to other entities, corporations or individuals, such services as may be required to carry out their corporate purpose including, without limitation, technical consultation services in the industrial, administrative, accounting, marketing or financial areas related to airport administration, operating, construction, finance and/or exploitation.

(iii) To apply for and obtain, either directly or through its subsidiaries, concessions and permits  to engage in the administration, operation, construction and/or exploitation of airports, and to perform any other services for the exploitation of such airports,  and carry out any activity supporting and related to such purpose, including but not limited to any activity supporting and related to such purpose, including but not limited to any storage operation, and any other complementary service additional to those it performs and which directly benefit same, and to grant guarantees over such concessions and permits.

In addition, pursuant to the terms of the corresponding regulations and the respective concession certificate, the Issuer can receive, either directly or through its subsidiaries, income for any use of the infrastructure of the civil airport, for the formalization of service agreements which it provides directly, and for the commercial activities engaged by it.   The Corporation can also provide handling, storage, and custody of goods operations in Fiscal Precincts, always according to the provisions of the applicable law, after obtaining the required Concessions or authorizations for such purpose and, the Corporation may operate, coordinate, direct, supervise and/or carry out any loading, unloading, and handling of goods under the provisions of the applicable law.

DELIVERY OBLIGATIONS, AFFIRMATIVE AND NEGATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS:

DELIVERY OBLIGATIONS OF THE ISSUER AND THE GUARANTORS: There shall be no delivery obligations of the Issuer and the Guarantors towards the Holders, other than those established in this Security, and hereinbelow.  Until the Debt Securities have been redeemed in full, the Issuer and the Guarantors shall have the following obligations:

(a) Payment of principal and interest thereon of the Debt Securities

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To pay principal and interest of the Debt Securities, as provided in this Security.

(b) Deposit of principal and interest of the Debt Securities in Indeval

To deposit the amount of principal and interest thereon in the offices of Indeval before, 11:00 A.M. on the corresponding date of payment.

(c) Advanced maturity of the Debt Securities

To pay the outstanding balance of the Issue on demand and without the need for any requirement, should the Debt Securities become due and payable in advance.

(d) Prompt payment

To pay any obligation when due.

AFFIRMATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS: There shall be no affirmative covenants of the Issuer and the Guarantors to the Holders, other than those established in this Security.  Until the Debt Securities have been redeemed in full, the Issuer and the Guarantors shall have the following obligations:

1. Disclosure and delivery of information

(a) To disclose to the investing public, through the means established by applicable laws and on the dates indicated by the Sole Issuers´ Circular, a complete set of its financial statements at the close or each quarter and any other information it should disclose quarterly to the investing public under the Sole Issuers´ Circular, including, without limitation, a document reporting on the exposure of the Issuer to derivate financial instruments at the close of the previous quarter.

(b) To disclose to the investing public, through the means established by applicable law and on the dates indicated by the Sole Issuers Circular, a complete set of the consolidated audited annual financial statements of the Issuer and any other information which it should disclose annually to the investing public under the Sole Issuers´ Circular.

(c) To comply with all requirements for presentation or disclosure of information to which the Issuer is obligated according to the terms of the Stock Market Law, the Sole Issuers´ Circular  and any other applicable provisions.

(d) To report to the Common Agent in writing, within the 5 (five) Business Days following any legal agent becoming aware of same, of any event representing, or which could represent, an Event of Advanced Maturity under this Security.

(e) To deliver to the Common Agent within the first 10 (ten) Business Days of each quarter, a certification signed by a legal Agent indicating that the obligations listed in the “Affirmative Covenants of the Issuer and the Guarantors” of this Security have been complied with, and that as of the date of such certification none of the assumptions established in section “Negative Covenants of the Issuer and the Guarantors” of this Security has occurred and, in the event one of the assumptions provided in such section has occurred, to describe what the Issuer and/or the corresponding Guarantor is doing to correct same and how long this shall take.

2. Corporate existence, accounting, compliance with laws and contractual obligations; authorizations.

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(a) To preserve its legal existence and maintain itself as a going concern, except as permitted in points 2 and 3 of section “Negative Covenants”.

(b) To maintain its accounting under the NIIF or any accounting principles or criteria which may in the future replace any of the NIIF under applicable standards.

(c) To comply with and maintain, and ensure that the Guarantors comply with and maintain, the Government Authorizations and all the laws, regulations, orders, rules or requirements of any applicable government authority (including, in connection with the Government Authorizations, the airport law and regulations, the laws and regulations in the matter of communications and transport, the provisions issued by the Ministry of Communications and Transport and by the Directorate-General of Civil Aeronautics, social security, work, pensions and economic competence, together with Environmental laws and regulations, and all its obligations deriving from any contract, agreement, security or instrument to which it is a party, unless failure to comply with the foregoing does not adversely and materially  affect the operations or  the financial status of the  Issuer or of any of the Guarantors..

3. Destination of funds. To use the funds of the Issue for the purposes indicated in this Security.

4. Registration and listing. To maintain the registration of the Debt Securities in the National Securities Register and in the securities listing of the Stock Exchange.

5. Assets and insurance.

(a) To maintain any assets required for carrying out its activities in good working condition, except for regular wear and tear, and to perform any repairs, replacements, and improvements to preserve such assets under a good working condition.

(b) To purchase and maintain with recognized insurance companies, suitable insurance over their assets, or those used in the performance of its operations.

6. Fiscal obligations. The Issuer must comply with and be up to date, and ensure that the Guarantors comply and are up to date with, any payment of taxes, contributions, duties, fees and government charges applicable thereto, determined, imposed or claimed, except for the taxes, contributions, rights and government charges, (of whatever amount) the legality of which is pending due to being the object of a controversy with, or of deferment requested before, the competent fiscal authority, always providing that the Issuer (a) has filed the means of defense established by applicable fiscal  laws, (b) has established or maintains enough reserves if any, under applicable NIIF, in the event that the origin of the payment is declared lawful by enforceable judgment and (c) it has guaranteed any fiscal interest pursuant to the applicable tax provisions.

7.Labor obligations. The Issuer must comply with, and be informed about, and ensure that the Guarantors with, and be informed about payment of their labor obligations (i.e., contributions to the Mexican Social Security Institute, the National Fund for Workers´ Housing Institute, and the Savings for Retirement System, or any other similar contribution established by applicable laws and regulations, except for those labor obligations  (of whatever amount) the application or  determination of which is pending resolution due to being a matter of controversy with, or payment  deferral requested before, the competent authorities, always providing that the Issuer or, as applicable, the Guarantor (a) has filed in good faith the means of defense established by applicable legal provisions, (b) has established or maintain sufficient reserve funds, if applicable, in accordance with the NIIF, in case payment thereof is mandatory due an enforceable judicial order, and (c) the interests of the workers have been guaranteed according to the respective provisions, as applicable.

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8. Payment priority (Pari Passu). The Issuer shall do whatever necessary so that its obligations under the Debt Securities represent direct unsecured obligations of the Issuer and that they have the same preference for payment, in the event of commercial bankruptcy, as any other direct unsecured obligations of the Issuer, except for the priorities established by operation of law.

9. Minimum Guaranty.  The Issuer and the Guarantors shall comply with a Minimum Guaranty and, should they fail to do so, the Issuer shall have the obligation, within the following 30 (thirty) Business Days following the date on which the annual consolidated audited financial statements of the Issuer become available, to start the applicable procedures before the corresponding authorities to include new Guarantors to comply with such Minimum Guaranty.

NEGATIVE COVENANTS OF THE ISSUER AND THE GUARANTORS: There shall be no Negative Covenants for the Issuer and the Guarantors before the Holders, except those established in this Security as follows.  Until the Debt Securities are fully redeemed, the Issuer and the Guarantors shall not:

1. Corporate purpose

Change or amend the basic purpose of the Issuer and the Guarantors, except for those corporate reorganizations, changes or amendments that do not adversely and materially affect the operations or the Issuer's financial position Guarantors.

2. Mergers, Spin-offs

Merge (or consolidate with any third party) or spin-off, or permit that the Guarantors merge, spin-off, dissolve or are liquidated, unless (i) the corporation or entity resulting from the merger or spin-off assumes the obligations of the Issuer and the Guarantors under the Debt Securities or that the Issuer or the Guarantors are the merging or spinning-off entity, (ii) due to such merger or spin-off no Cause of Early Maturity occurs or any other event which, due to time elapsed, notice or both, could become a Cause of Early Maturity as the result of such merger, spin-off or consolidation, and (iii) a legal opinion is delivered to the Common Agent, issued by a law firm of recognized standing, in a way that such transaction does not affect the terms and conditions of the Debt Securities.

3. Restrictions on the sale of shares

The Issuer and the Guarantors cannot perform any sale or any other transfer of their assets to any third party outside the regular course of their business unless (i) sale is made to comply with contractual commitments assumed before the issue of the Debt Securities, or  (ii) such sale does not imply a material adverse perform which affects the solvency of the Issuer and the Guarantors.

4.  Encumbrances

Create or permit that the Issuer or any of the Guarantors create, any Encumbrance or lien, unless (i) they are Permitted Encumbrances, or (ii) that simultaneously with any Encumbrance, the Issuer or the respective Guarantor secure at least with the same form and priority any of its obligations under the Debt Securities.

“Permitted Encumbrances”, means:

(i) Encumbrances from any obligation of a fiscal or labor nature or imposed by law, always providing they have been impugned in good faith and with respect to which reserves, or any other provision have been created in accordance with the NIIF, as applicable.

(ii) Deposits to secure the fulfillment of bids, commercial agreements, leasing, warranties, and other similar obligations, in each case, formalized in the regular course of business.

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(iii) Encumbrances created as the result of legal easements over the assets of the Issuer or its Subsidiaries.

(iv) Encumbrances created prior to the Date of Issue of the Debt Securities.

(v) Encumbrances over assets that exist before the Issuer or any of its Subsidiaries purchase any of them, or over the assets of a person who becomes a Subsidiary of the Issuer that exists before this occurs, always providing  (a) such Encumbrances had not been created exclusively because of such purchase transaction or that such person become as an asset of the Issuer as a Subsidiary of the Issuer, (b) such Encumbrances do not extend to other assets of the Issuer or those of any of its subsidiaries, and (c) such Encumbrances solely guarantee those obligations which were guaranteed on the date of their  acquisition or when such person becomes a Subsidiary of the Issuer, as applicable, and of the extensions, renewals or substitutions of such obligations which do not imply  an increase in the principal amount thereof; and

(vi) Encumbrances other than those previously mentioned, always providing such encumbrances do not exceed, in part or in whole, at any time 20% (twenty percent) of the Total Consolidated Assets.”

5. Transactions with Related Parties.

Formalize operations with Related Parties (as such term is defined in the  LMV), except for operations in the regular course of business of the Issuer or any of the Guarantors and,  if applicable, these are formalized in an arms-length transaction and at least in similar terms as those which the Issuer or any of the Guarantors has obtained on engaging in a similar transaction with a non-related third party.

6. Transactions with Affiliates.

Formalize or permit the Issuer or any of the Guarantors to formalize operations with Affiliates, except for operations in the regular course of business and, if applicable, to execute same under conditions no less favorable for the Issuer or any of the Guarantors, as applicable than those it would obtain in a comparable operation in market terms with someone other than its Affiliate.

The preceding paragraph shall not apply in the following cases:

· Any operation between the Issuer and the Guarantors, and

· Any agreement, covenant or contract in force on the date of issue of the Debt Securities (including as an indication but not limited to, the Technical Assistance and Transfer of Technology Agreement), together with its additions, supplements, amendments or extensions made from time to time, always providing such materially and in aggregate, additions, supplements, modifications or extensions are not disadvantageous to  Issuer or the Guarantors, materially and in aggregate, with respect to the  conditions existing on the date of issue of the Debt Securities.

7. Payment of Dividends.

Pay dividends or make any distribution to its shareholders should a Cause of Early Maturity have occurred and continue.

COMMON AGENT: Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, is hereby appointed as the Common Agent of the Holders of the Debt Securities, pursuant to the terms of article 64, section XIII, 68 and 69 of the LMV, and the Common Agent accepts the appointment and agrees to faithfully perform and comply with any obligations and powers derived therefrom.

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The Common Agent should verify, through the information and documents provided thereto for such purpose, the compliance in time and form of the obligations of the Issuer and of the Guarantors provided in this Security (except for the accounting, fiscal, labor, and administrative obligations which are not directly related to the payment of the Debt Securities). For purposes of complying with such obligations, the Common Agent shall have the right to request the Issuer, the Guarantors, their external auditors, legal advisors, or those persons performing services to the Issuer in connection with the Debt Securities, any information, and documents as may be necessary for complying with the foregoing obligations. Additionally, the Issuer and the Guarantors agree to deliver such information and documents and to require their external auditors, legal advisors, or third-party providers to provide to the Common Agent the information and documents within the periods reasonably requested by the latter for the compliance of its duties, provided that the Common Agent shall inform the Holders with respect to the confidentially thereof, and shall maintain due reserve with respect thereto (always providing that it is not of a public nature).

The Common Agent can perform visits or audits of the Issuer annually, provided that, should the Common Agent so consider it convenient, it can perform such visits in different moments and frequently, always providing it has requested such visit or audit with at least 10 (ten) Business Days Advance notice.

The Common Agent shall request the Issuer to make immediate public knowledge, by means of a relevant event, any default on the obligations of this Security by the Issuer and the Guarantors of which it is aware.

Should the Issuer fail to disclose the relevant event within 2 (two) Business Days following the notice by the Common Agent, the latter shall have the obligation of immediately publishing such relevant event.

The Common Agent shall deliver information about the performance of its duties when so requested by the general meeting of Holders or at the time of completing its duties, when so requested by the general meeting of Holders.  In those events which such performance information implies specialized aspects which cannot be prepared by the Common Agent directly, or information in addition to that it should provide at the cost of the Holders, the Common Agent shall have the right to retain a third party to help in preparing the information.

In order to comply with the foregoing, the Common Agent can ask the general Holders´ meeting or, as applicable, the latter can retain the services (which the Issuer or the Holders shall pay fees) of a specialized firm to assist in the compliance of its obligations for revision established in this Security and in the applicable laws, subject to the responsibilities established by the Holders´ meeting in this respect, and as a result can rely on, act and/or refrain from acting based on the decisions of such experts as determined by the Holders´ meeting. Should the general Holders´ meeting fail to approve such retention, the Common Agent shall only respond for the activities for which it is solely responsible in terms of this Security and applicable legal provisions. The foregoing provided that, should the Holders´ meeting authorize retention of such third party expert, but the Common Agent fails to provide sufficient funds for such purpose, the provisions of article 281 of the Commercial Code and article 2577 of the Civil Code for the Federal District (now Mexico City)  and their correlative articles for the State of Mexico shall apply in connection with its status as mandatory in the terms of article 217 of the  LGTOC, provided that the Common Agent shall not be obligated to advance the amounts required for retention of such expert, and shall not be responsible for any delay in the retention process and/or the lack of funds therefor and/or because they are not provided thereto.

Neither the Common Agent nor any officer. director, agent, employee, subsidiary or agent thereof, shall be responsible for supervising compliance with the services retained such as external auditors, or consultants, fiscal advisors and lawyers, including any advisor retained for the B benefit of the Holders.

Likewise, the Common Agent shall have the powers and obligations considered in this Security. the LMV and in what is not provided for and/or applicable of the LGTOC, the Common Agent shall act in accordance with the instructions of the Holders´ meeting for the purposes of clarity, and the Common Agent shall not represent the Holders individually, but solely as a whole.

The Common Agent shall have, among others, the following rights, obligations, and authority.

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To sign this Security according to the terms of the LMV.

To supervise compliance with the use of funds authorized by the CNBV.

To convene and preside over the general Holders´ meeting when the law so requires, when it is considered convenient and when required in accordance with this Security, and to execute its resolutions.

To sign, in the name of the Holders and based on the Holders´ meeting resolutions, when applicable, any documents or agreements to be signed with the Issuer when applicable.

To represent the Holders before the Issuer or any authority.

To perform any action as may be advisable to safeguard the rights of the Holders.

To calculate and inform through SEDI or by any other means determined by the Stock Exchange for such purpose, the interest rates of the Debt Securities and, if applicable, the Adjusted Gross Annual Percentage Rate, notices for payment of interest and the redemption of principal according to the Debt Securities, and to inform the foregoing in writing to the Issuer, to the CNBV through the STIV-2 and Indeval (or by such means as they determine), with at least 2 (two) Business Days in advance.

To act before the Issuer as an intermediary with respect to the Holders and perform any action or rights corresponding to the Holders for payment purposes to such Holders the related interest and redemptions.

Generally, to perform any action, authority and comply with any obligations under this Security, the LMV, the LGTOC, and sound stock exchange practices

Any action carried out by the Common Agent in the name or for the Holders' account, and according to the provisions of this Security or of applicable law, shall be mandatory and shall be considered as accepted by the Holders.

The Common Agent may be removed from its duties by resolution of the Holders´ meeting, provided that such removal shall be effective as from the date on which a succeeding common agent has been appointed, accepted, and ratified such appointment. The Holders can only appoint as common agents any brokerage firm or credit institution authorized under applicable current Mexican law, and cannot compete among them or be subsidiaries, affiliates or come, directly or indirectly, within the control group of any competitor of the Issuer and/or its subsidiaries or affiliates.

The Common Agent shall conclude its duties on the date on which the Debt Securities are paid  (including  interest outstanding and not paid and any other amounts due and payable), or on the date such Common Agent is replaced in accordance with the preceding paragraph.

The Common Agent shall have no obligation to incur in any expenses or pay any amount whatsoever from its own funds to implement any action or duty which should be performed by it; therefore, should any conflict arise originated by the authorities, by the Issuer or by any third party which prevents payment of any  interest or redemption as provided in this Security,  the Common Agent shall inform thereof to the Holders´ meeting, and, based on the resolution adopted by such meeting, the Common Agent may confer any powers and authority in favor of the person or persons instructed for such purpose by the Holders´ meeting, and, if applicable, request the Holders for a contribution of any funds to cover the fees of such appointed person(s).

The Common Agent shall only act or refrain from acting based on the information received without being obligated to verify its authenticity or integrity of such information. The Common Agent shall not be responsible in the event for fraudulent acts, negligence, willful misconduct or illegal actions including from the Issuer or individuals executing and signing the documents of the Issue. The Common Agent shall not be responsible in the event it has acted in good faith and strictly under applicable law, based on the information available or endeavoring to protect any interest of the Holders.

APPLICABLE LAW;  JURISDICTION: This Security of Debt Securities shall be governed and interpreted under the Laws of Mexico.  The Issuer, the Common Agent,  by purchasing the Debt Securities, submit themselves to the jurisdiction of the federal courts sitting in Mexico City, for any controversy related to the Debt Securities, hereby waiving any other jurisdiction which could correspond to them due to their respective domicile, present or future, or for any other reason.

[The remainder of this page is intentionally left blank.]

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This Security consist of 30 pages and is signed by the Issuer, the Guarantors, and only as an evidence of acceptance of its duties, by the Common Agent, in the City of Mexico on March 31, 2022.

Issuer

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

Ruffo Pérez Pliego del Castillo

Attorney-in-fact

Guarantors

Aeropuerto de Culiacán, S.A. de C.V.

Aeropuerto de Chihuahua, S.A. de C.V.

Aeropuerto de Monterrey, S.A. de C.V.

Ruffo Pérez Pliego del Castillo

Attorney-in-fact

Common Agent

As evidence of the appointment acceptance, the authority conferred upon and obligations assumed herein by the Common Agent of the Debt Securities

Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero

José Luis Urrera Sauceda

Attorney-in-fact

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EX-2.D

Exhibit 2.d

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of April 29, 2022, Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Company” or “OMA”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its Series B shares and its American Depositary Shares (“ADSs”).

1. Description of Series B Shares.

The Company’s Series B shares are registered only in connection with the registration of the Company’s ADSs, pursuant to the requirements of the Securities and Exchange Commission, and are not for trading. The following description of the Company’s Series B shares is a summary and does not purport to be complete and is subject to and qualified in its entirety by the Company’s Bylaws (the “Bylaws”), as adopted at the Extraordinary Shareholders’ Meeting held on July 7, 2020, and applicable Mexican law concerning companies, as amended from time to time. An English translation of the Bylaws, prepared for information purposes only, is included as Exhibit 1.1 to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021.

A. General.

The Company has Series B and Series BB shares in issue which are governed by the laws of Mexico and are registered with the Registro Nacional de Valores (Mexican Securities Registry), as required under the Mexican Ley del Mercado de Valores (Mexican Securities Market Law) and regulations issued by the Mexican Comision Nacional Bancaria y de Valores (Banking and Securities Commission, or CNBV). The Company’s publicly traded share capital consists of its Series B common shares without par value, which are publicly traded in Mexico on the Bolsa Mexicana de Valores, S.A.B. de C.V. under the ticker symbol “OMAB.” As of April 29, 2022, there were 340,345,556 Series B shares and 49,766,000 Series BB shares outstanding, respectively.

B. Dividends.

At the Company’s annual ordinary general shareholders’ meeting, the Board of Directors will submit to the shareholders for their approval the Company’s financial statements for the preceding fiscal year as presented by the Company’s Chief Executive Officer. Five percent of the Company’s net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of the Company’s capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock.

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C. Voting Rights and Shareholders’ Meetings.

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of the Company’s shareholders. Holders of Series BB shares are entitled to elect three members of the Board of Directors. The Bylaws provide that the Board of Directors will have such odd number of members as determined by the shareholders’ meeting, which number shall not be less than eleven and shall be subject to the maximum limit set forth by the Mexican Securities Market Law. Currently, the Board of Directors consists of eleven members.

Under Mexican law and the Bylaws, the Company may hold three types of shareholders’ meetings: ordinary, extraordinary and special. Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meeting. An annual ordinary shareholders’ meeting must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the Board on the Company’s financial statements, the appointment of members of the Board and the determination of compensation for members of the Board. In addition, the ordinary shareholders’ meeting shall meet for the approval of any transaction representing the equivalent of 20.0% or more of the consolidated assets of the Company.

Extraordinary shareholders’ meetings are those called to consider any of the following matters:

● extension of the Company’s duration or voluntary dissolution,

● an increase or decrease in the Company’s minimum fixed capital,

● change in corporate purpose or nationality,

● any transformation, merger or spin-off involving the Company,

● any stock redemption or issuance of preferred stock or bonds,

● the cancellation of the listing of the Company’s shares with the National Registry of Securities or on any stock exchange,

● amendments to the Company’s Bylaws, and

● any other matters for which applicable Mexican law or the Bylaws specifically require an extraordinary meeting.

Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

Shareholders’ meetings are required to be held in the Company’s corporate domicile, which is Mexico City. Calls for shareholders’ meetings must be made by the Chairman, the Secretary or any two members of the Board of Directors. Any shareholder or group of shareholders representing at least 10.0% of the Company’s capital stock has the right to request that the Board of Directors call a shareholders’ meeting to discuss the matters indicated in the relevant request. If the Board of Directors fails to call a meeting within 15 calendar days following receipt of the request, the shareholder or group of shareholders representing at least 10.0% of the Company’s capital stock may request that the call be made by a competent court.

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Calls for shareholders’ meetings must be published in the official gazette of the federation or in one newspaper of general circulation in Mexico at least 15 calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Calls must be signed by whomever makes them, provided that calls made by the Board of Directors must be signed by the Chairman, the Secretary or a special delegate appointed by the Board of Directors for that purpose. Shareholders’ meetings will be validly held and convened without the need of a prior call or publication whenever all the shares representing the Company’s capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must: (i) be registered in the Company’s share registry; and (ii) at least one business day prior to the commencement of the meeting submit (a) an admission ticket issued by the Company for that purpose, and (b) a certificate of deposit of the relevant stock certificates issued by the Secretary or by a securities deposit institution, a Mexican or foreign bank or securities dealer in accordance with the Mexican Securities Market Law. The share registry will be closed three days prior to the date of the meeting. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be directors of OMA. Representation at shareholders’ meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses. Ownership of shares may be evidenced by a certificate issued by a securities depositary (or Mexican custodian for the depositary, S.D. Indeval, Instituto para el Depósito de Valores, S.A. de C.V (“Indeval”) coupled with a certificate issued by any institution with an account at Indeval.

D. Special Voting Rights of Series BB Shares.

Series BB shares are held by Servicios de Tecnología Aeroportuaria, S.A. de C.V., (“SETA”). In addition to the right to elect three members of the Board of Directors, Series BB shares are entitled to certain special voting rights. For example, pursuant to the Bylaws, SETA (as holder of Series BB shares) is entitled to present the Board of Directors with the name or names of the candidates for appointment as chief executive officer, to remove the Company’s chief executive officer and to appoint and remove one half of the executive officers, and to elect three members of the Board of Directors. The Bylaws also provide SETA veto rights with respect to certain corporate actions (including some requiring approval of the Company’s shareholders) so long as its Series BB shares represent at least 7.65% of the Company’s capital stock.

E. Directors.

The Bylaws provide that the Board of Directors will have such odd number of members as determined by the shareholders’ meeting, which number shall not be less eleven and shall be subject to the maximum limit set forth by the Mexican Securities Market Law. Under the Mexican Securities Market Law and the Bylaws, at least 25% of the Company’s directors must be independent.

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Each person (or group of persons acting together) holding 10.0% of the Company’s capital stock in the form of Series B shares is entitled to elect one director. The shareholders of Series BB shares will have the right to appoint three members and their respective alternates. The remaining positions on the Board of Directors will be filled based on the vote of all holders of Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10.0% of the Company’s capital stock. The candidates to be considered for election as directors by the Series B shareholders will be proposed to the shareholders’ meeting by the Nominations and Compensation Committee. All directors are elected based on a simple majority of the votes cast at the relevant shareholders’ meeting. The Bylaws do not currently require mandatory retirement of directors after they reach a certain age. The compensation of the Company’s directors is proposed by the Nominations and Compensation Committee to all of the Company’s shareholders at shareholders’ meetings for their approval.

At each shareholder meeting that approves the appointment of the members of the Board of Directors, shall first appoint the members of the Board of Directors elected by: (i) the shareholders or group of shareholders of the Series “B” shares that represent 10% (ten percent) of the capital stock, (ii) the shareholders of series “BB” shares, and (iii) in the event that (a) at least eleven members have not yet been appointed, (b) there is not an odd number of board members, or (c) the 25% (twenty five percent) of independent board members are not yet appointed as mentioned before, the shareholders meeting shall appoint the missing members by majority of votes.

F. Right of Withdrawal.

Any shareholder having voted against a resolution validly adopted at a meeting of the Company’s shareholders with respect to (i) a change in the Company’s corporate purpose or nationality, (ii) a change of corporate form, (iii) a merger involving the Company in which the Company is not the surviving entity or the dilution of its capital stock by more than 10.0%, or (iv) a spin-off, may request redemption of its shares, provided that the relevant request is filed with the Company within 15 days following the holding of the relevant shareholders’ meeting. The redemption of the shareholders’ shares will be effected at the lower of (a) 95.0% of the average trading price determined on the closing prices of the Company’s shares over the last thirty days on which the shares may have been quoted prior to the date of the meeting or (b) the book value of the shares in accordance with the Company’s most recent audited financial statements approved by the Company’s shareholders’ meeting.

G. Registration and Transfer.

The Company’s shares are registered with the Mexican National Securities Registry, as required under the Mexican Securities Market Law and regulations issued by the CNBV. The Company’s shares are evidenced by share certificates in registered form, and registered dividend coupons may be attached thereto. The Company’s shareholders may either hold their shares directly, in the form of physical certificates, or indirectly, in book-entry form through institutions that have accounts with Indeval. Indeval is the holder of record in respect of all such shares held in book-entry form. Indeval will issue certificates on behalf of the Company’s shareholders upon request. Accounts may be maintained at Indeval by the following participants: brokers, banks, other financial entities or other entities approved by the CNBV. The Company maintains a stock registry and only those persons listed in such stock registry, and those holding certificates issued by Indeval or any related Indeval participants indicating ownership, will be recognized as the Company’s shareholders. The transfer of shares must be registered in the Company’s stock registry. In the case of an international offering, the depositary will appear in such stock registry as the registered holder of the common shares represented by the ADSs.

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Series BB shares may only be transferred after conversion into Series B shares and are subject to the following rules:

● SETA was required to retain at least 51% of its Series BB shares until June 14, 2007. Since June 14, 2007, SETA is free to sell in any year up to one eighth of such 51% interest in Series BB shares. As of April 29, 2022, SETA has not elected to transfer any such shares.

● If SETA owns Series BB shares that represent less than 7.65% of the Company’s capital stock after June 14, 2015, those remaining Series BB shares will be automatically converted into freely transferable Series B shares.

● If SETA owns Series BB shares representing at least 7.65% of the Company’s capital stock after June 14, 2015, those Series BB shares may be converted into Series B shares, provided the holders of at least 51% of Series B shares (other than shares held by SETA and any of its “related persons”) approve such conversion. For purposes of Company’s bylaws, a “related person” means, with respect to any person:

● any corporation or person, directly or indirectly, controlling, controlled by or under common control with such person;

● any corporation or person having the capacity to determine the business guidelines and policies of such person;

● in the case of an individual, an individual having a blood or civil kinship in a direct line (ascending or descending) within and including the fourth degree with such person;

● SETA; or

● with respect to SETA, its shareholders, persons related to it or any party to the operating agreement pursuant to which SETA fulfills its obligations under the Technical Assistance Agreement.

For purposes of the Company’s bylaws, “control” of a person, with respect to any person, is defined as:

● the ownership, directly or indirectly of 20% or more of the capital stock with voting rights of such person;

● the contractual right to elect the majority of the members of the Board of Directors of the person;

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● the ability to veto resolutions that could otherwise be adopted by the majority of the person’s shareholders; or

● existence of commercial relations representing the purchase of more than 15% of the total annual sales.

Any offering that is undertaken in Mexico by the Company or any selling shareholder must either (i) comply with the public offering requirements set forth in the Mexican Securities Market Law and applicable rules and regulations issued by the CNBV or (ii) be carried out as a private placement pursuant to Article 8 of the Mexican Securities Market Law.

H. Changes in Capital Stock.

Increases and reductions of the Company’s capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of the Company’s bylaws and the Mexican General Law of Business Corporations.

Subject to the individual ownership limitations set forth in the Company’s bylaws, in the event of an increase of the Company’s capital stock, other than (i) for purposes of conducting a public offering of the shares issued as a result of such increase, (ii) in connection with mergers, (iii) with respect to the resale of repurchased shares or (iv) in connection with the conversion of convertible securities, the Company’s shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time. Such preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Law of Business Corporations, by subscription and payment of the relevant stock within 15 business days after the date of publication of the corresponding notice to the Company’s shareholders through the electronic system established by the Mexican Ministry of Economy (Secretaría de Economía), provided that if at the corresponding meeting all of the Company’s shares are duly represented, the 15-calendar day period shall commence on the date of the meeting.

The Company’s capital stock may be reduced by resolution of a shareholders’ meeting taken pursuant to the rules applicable to capital increases. The Company’s capital stock may also be reduced upon withdrawal of a shareholder as provided in Section 206 of the Mexican General Law of Business Corporations or by repurchase of The Company’s own stock in accordance with the Mexican Securities Market Law.

I. Liquidation.

Upon the Company’s dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up the Company’s affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

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J. Ownership Restrictions.

Under Mexican Airport Law:

● no more than 5.0% of the Company’s outstanding capital stock may be owned by air carriers; and

● foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of the Company’s capital stock.

Air carriers and their subsidiaries and affiliates are not permitted, directly or indirectly, to “control” OMA or any of the Company’s subsidiary concession holders.

Under the Mexican Airport Law and the Mexican Foreign Investments Law, foreign persons may not directly or indirectly own more than 49.0% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments is obtained.

Our subsidiaries may not, directly or indirectly, invest in the Company’s shares, except for shares of the Company’s capital stock acquired as part of an employee stock option plan and in conformity with the Mexican Securities Market Law.

K. Change of Control and Tender Offer Procedures.

Under the Bylaws and applicable Mexican law, any person or group that intends to acquire, directly or indirectly, ownership of 30.0% or more of the Company’s ordinary shares through one or more transactions must make the acquisition through a public offer in accordance with applicable law and the following provisions of the Bylaws:

● The offer must include both of the Company’s series of shares, and the consideration offered per share must be the same, regardless of the class or type of share.

● If the offeror intends to obtain control of the Company, the offer must be for 100.0% of the Company’s capital stock, and if the offer does not imply obtaining control, then the offer must be for at least 10.0% of the Company’s capital stock.

● The offer must indicate the maximum number of shares it covers and, if applicable, the minimum number of shares on which the offer is conditioned.

● The offer may not provide any consideration that implies a bonus or higher price to the amount of the offer in favor of any person or group of persons related to the offeree (not including agreements that have been approved by the Board of Directors of the Company, taking into account the opinion of the Company’s Auditing Committee, and have been disclosed to the investing public).

Such public offers will require prior approval from the majority of the members of the Board of Directors appointed for each one of the series of shares of the Company’s capital stock. In case the offeror intends to acquire control of the Company, the provisions of the Mexican Securities Market Law relative to shareholders’ meetings and shareholders’ rights, insofar as they do not conflict with the provisions of this section, will apply.

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For the purposes of the above, the following rules and procedures will apply under Mexican law and the Bylaws:

● The offeror must inform the Company, through the Board of Directors, of the terms and conditions of the offer it intends to make by sending a notice to the Board of Directors.

● Immediately after it receives the notice, the Board of Directors must provide to the Mexican Stock Exchange a notice of applicable legal provisions, and make it available to all the Company’s shareholders.

● The Board of Directors must prepare, considering the opinion of the Audit and Corporate Practices Committee, its opinion with regard to the price or consideration offered, any other terms and conditions of the offer and conflicts of interest, if any, that each member of the Board of Directors may have with respect to the offer. This opinion may include the opinion of an independent expert retained by the Board.

● The Board of Directors will provide this opinion to the investing public through the Mexican Stock Exchange within three months after receipt of the offer notice, at the latest.

● The members of the Board of Directors and the Company’s chief executive officer of the Company must disclose to the investing public, along with the opinions mentioned above, as applicable, the decision they will take in connection with their own shares.

● If the Board approves the terms and conditions of any offer, the offeror must obtain prior authorization from the Ministry of Communications and Transportation for the “change of control” prior to the commencing the public offer. See “Item 4. Information on the Company—Mexican Regulatory Framework—Reporting, Information and Consent Requirements.”

o For purposes of the preceding item exclusively, and in accordance with the provisions of Article 23 of the Mexican Airport Law, a person or group of persons shall be deemed to have control when it owns 35.0% or more of the capital stock of the Company, has control of the general shareholders’ meetings, or is able to appoint the majority of the members in charge of management or otherwise control the Company.

● If the holders of the Series BB shares express their interest in accepting an offer (which does not imply any obligation on their part to participate in such offer), the launching of the offer shall be conditioned upon obtaining prior authorizations from the Ministry of Communications and Transportation, including those relating to the transfer of the Series BB shares.

● If the Board approves the terms and conditions of an offer, the offeror must complete the other acts that are necessary for the purpose of carrying out the offer. That includes, among other things, obtaining the authorization of the Ministry of Communications and Transportation, as well as providing the notifications required by applicable law.

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2. Description of American Depositary Shares.

A. General.

Pursuant to the Company’s form F-1 filed with the SEC on November 15, 2006 (Commission file No. 333-138710), the Company registered ADSs which are represented by American Depositary Receipts (“ADRs”) in a sponsored facility. The deposit agreement, dated as of August 9, 2016, is among the Company, JPMorgan Chase Bank, N.A., as ADR depositary, (“JPMorgan” or the “Depositary”) and all holders from time to time of ADRs issued thereunder (the “Deposit Agreement”). Copies of the Deposit Agreement are also on file at the Depositary’s corporate trust office and the office of the Mexican custodian for the Depositary, S.D. Indeval, Instituto para el Depósito de Valores, S.A. de C.V. They are open to inspection by owners and holders during business hours. The Depositary’s corporate trust office is located at 4 New York Plaza, Floor 12, New York, New York 10004.

JPMorgan registers and delivers ADSs. Each ADS represents eight Series B shares (or a right to receive eight Series B shares). Each ADS will also represent any other securities, cash or other property which may be held by the Depositary.

ADS holders may hold ADSs either (A) directly by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in their name, or (B) indirectly by holding a security entitlement in ADSs through their broker or other financial institution. An ADS holder who holds ADSs directly is a registered ADS holder, also referred to as an ADS holder (“ADS Holder”, and collectively “ADS Holders”). An ADS holder who holds their ADSs indirectly, must rely on the procedures of their broker or other financial institution to assert the rights of ADS holders described in this exhibit. ADS holders who hold their ADSs indirectly should consult with their broker or financial institution to find out what those procedures are.

The Depositary will be the holder of the Series B shares underlying an ADS Holder’s ADSs. As a registered holder of ADSs, an ADS Holder will have ADS holder rights. The Deposit Agreement sets out ADS holder rights as well as the rights and obligations of the Depositary. New York law governs the Deposit Agreement and the ADSs. The Company will not treat an ADS Holder as one of its shareholders and an ADS Holder will not have shareholder rights. Mexican law governs shareholder rights.

B. Dividends and Other Distributions.

The Depositary has agreed to pay ADS Holders the cash dividends or other distributions it or the custodian receives on Series B shares or other deposited securities, after deducting its fees and expenses. An ADS Holder will receive these distributions in proportion to the number of Series B shares their ADSs represent.

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● Cash. The Depositary will convert any cash dividend or other cash distribution the Company pays on the Series B shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the Deposit Agreement allows the Depositary to distribute the foreign currency only to those ADS holders to the extent permissible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and will not be liable for any interest.

Before making a distribution, the Depositary will deduct any withholding taxes that must be paid. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the Depositary cannot convert the foreign currency, an ADS Holder may lose some or all of the value of the distribution.

● Shares. The Depositary may distribute additional ADSs representing any shares the Company distributes as a dividend or free distribution. The Depositary will only distribute whole ADSs. It will try to sell shares that would require it to deliver fractions of ADSs and distribute the net proceeds in the same way as it does with cash. If the Depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares.

● Rights to purchase additional shares. If the Company offers holders of its securities any rights to subscribe for additional shares or any other rights, the Depositary may, after consultation with the Company, make these rights available to ADS Holders (including by any means of warrants or otherwise, if the Depositary determines it is feasible and lawful to do so) or sell the rights and distribute the proceeds in the same way as it does with cash.

The Depositary will not offer rights to holders unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act or are registered under the provisions of the Securities Act.

● Other Distributions. The Depositary will send to an ADS Holder anything else the Company distributes on deposited securities, in proportion to the number of ADSs an ADS Holder holds, by any means the Company deems equitable and practicable; provided, however, if the Company determines the distribution cannot be made proportionately among the holders, or if the distribution is otherwise not feasible, the Depositary may adopt such method as it may deem equitable and practicable, including the sale of such property and the distribution of the net proceeds thereof in the same manner as cash distributions.

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The Depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders provided that the Depositary has not acted negligently or in bad faith.

C. Deposit and Withdrawal.

The Depositary will deliver ADSs upon the deposit of Series B shares with the custodian, subject to an ADS Holder’s delivery to the Depositary or the custodian of any certificates required under the Deposit Agreement and payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees. The Depositary will register the appropriate number of ADSs in the names the ADS Holder requests.

D. Voting Rights.

An ADS Holder will not be entitled to attend shareholder’s meetings, but it may instruct the Depositary to vote the Series B shares underlying their ADSs. If the Company asks for an ADS Holder’s instructions, the Depositary will notify the ADS Holder of the upcoming vote and arrange to deliver the Company’s voting materials to the ADS Holder. The materials will describe the matters to be voted on and explain how an ADS Holder may instruct the Depositary to vote the Series B shares or other deposited securities underlying the ADS Holder’s ADSs as it directs by a specified date.

If the Depositary does not receive voting instructions from the ADS Holder by the specified date, it will consider the ADS Holder to have authorized and directed it to vote the number of deposited securities represented by the ADS Holder’s ADSs on any question in the same proportion that all other shares of capital stock of the Company are voted on such question at the relevant shareholders’ meeting.

The Company cannot assure an ADS Holder that it will receive the voting materials in time to ensure that it can instruct the Depositary to vote their Series B shares. This means that an ADS Holder may not be able to exercise their right to vote and there may be nothing it can do if their Series B shares are not voted as it requested.

E. Payment of Taxes.

ADS Holders will be responsible for any taxes or other governmental charges payable on ADSs or on the deposited securities represented by any ADSs. The Depositary may refuse to register any transfer of ADSs or allow withdrawal of the deposited securities represented by ADSs until such taxes or other charges are paid. It may apply payments owed to ADS Holders or sell deposited securities represented by an ADS Holder’s ADSs to pay any taxes owed and such holder will remain liable for any deficiency. If the Depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

F. Reclassifications, Recapitalizations and Mergers

Upon any change in par value, split-up, consolidation or any other reclassification or deposited securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which the Company is a party, any securities received by the Depositary or custodian in exchange for or in conversion of such securities will be treated as additional securities, and the underlying ADSs will represent, in addition to the Series B shares underlying the ADSs, the right to receive such new securities in exchange for conversion, unless, at the Company’s request and with the Company’s approval, the Depositary delivers additional ADRs.

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G. Amendment and Termination

The Company may agree with the Depositary to amend the Deposit Agreement and the ADSs without the ADS Holder’s consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges, or prejudices a substantial right of ADS Holders, it will not become effective for outstanding ADSs until 30 days after the Depositary notifies ADS Holders of the amendment. At the time an amendment becomes effective, an ADS Holder is considered, by continuing to hold their ADSs, to agree to the amendment and to be bound by the ADSs and the Deposit Agreement as amended.

The Depositary will terminate the Deposit Agreement if the Company asks it to do so. The Depositary may also terminate the Deposit Agreement if the Depositary has told the Company that it would like to resign and the Company has not appointed a new depositary bank within 90 days. In either case, the Depositary must notify an ADS Holder at least 30 days before termination.

After termination, the Depositary and its agents will do the following under the Deposit Agreement but nothing else: (a) collect distributions on the deposited securities, (b) sell rights and other property and (c) deliver Series B shares, dividends and other distributions, proceeds of any sale and other deposited securities upon surrender of ADSs. As soon as practicable after the expiration of six months from the date so fixed for termination, the Depositary shall sell the Deposited Securities. After that, the Depositary will hold the money it received on the sale, as well as any other cash it is holding under the Deposit Agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The Depositary’s only obligations will be to account for the money and other cash. After termination the Company’s only obligations will be to indemnify the Depositary and to pay fees and expenses of the Depositary that the Company agreed to pay.

H. Limitations on Obligations and Liability

The Deposit Agreement expressly limits the Company’s obligations and the obligations of the Depositary. It also limits the Company’s liability and the liability of the Depositary. Each of the Company and the Depositary:

● are only obligated to take the actions specifically set forth in the Deposit Agreement with good faith using reasonable efforts;

● are not liable if it is prevented or delayed by law or circumstances beyond its control from performing its obligations under the Deposit Agreement;

12

● are not liable if it exercises discretion permitted under the Deposit Agreement;

● have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the Deposit Agreement unless it receives an indemnity satisfactory to it; and

● may rely upon any advice or information from any person it believes in good faith to be competent to give such advice or information.

In the Deposit Agreement, the Company agrees to indemnify the Depositary for acting as depositary, except for losses caused by the Depositary’s own negligence or bad faith, and the Depositary agrees to indemnify the Company for losses resulting from its negligence or bad faith.

I. Requirements for Depositary Actions

Before the Depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares or other property, the Depositary may require:

● payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Series B shares or other deposited securities;

● satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

● compliance with regulations it may establish, from time to time, consistent with the Deposit Agreement, including presentation of transfer documents.

The Depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the Depositary or the Company’s transfer books are closed or at any time if the Depositary or the Company thinks it advisable to do so.

J. An ADS Holder’s Right to Receive the Series B Shares Underlying their ADSs

An ADS Holder has the right to withdraw the Series B shares underlying their ADSs at any time except:

● when the Depositary has closed its transfer books or the Company has closed its transfer books;

● when the ADS Holder owes money to pay fees, taxes and similar charges; or

● when it is deemed necessary or advisable by the Company or the Depositary, for any reason, at any time, to prohibit withdrawals in order to comply with any laws, governmental regulations or requirements of any securities exchange that apply to ADSs or to the withdrawal of Series B shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the Deposit Agreement.

13

EX-4.6

Exhibit 4.6

THIRD AMENDMENT AGREEMENT TO THE TECHNICAL ASSISTANCE AND TRANSFER OF TECHNOLOGY AGREEMENT

THIRD AMENDMENT AGREEMENT (THIS "AGREEMENT") TO THE TECHNICAL ASSISTANCE AND TECHNOLOGY TRANSFER AGREEMENT (HEREINAFTER THE "TECHNICAL ASSISTANCE AGREEMENT") DATED JUNE 14, 2000, ENTERED INTO BY AND BETWEEN GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. (HEREINAFTER REFERRED TO AS THE "HOLDING COMPANY" OR "GRUPO AEROPORTUARIO"), SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE "SERVICE COMPANY") AEROPUERTO DE ACAPULCO, S.A. DE C.V., AEROPUERTO DE CHIHUAHUA, S.A. DE C.V., AEROPUERTO DE CIUDAD JUÁREZ, S.A. DE C.V., AEROPUERTO DE CULIACÁN, S.A. DE C.V., AEROPUERTO DE DURANGO, S.A. DE C.V., AEROPUERTO DE MAZATLÁN, S.A. DE C.V., AEROPUERTO DE MAZATLÁN, S.A. DE C.V., AEROPUERTO DE MONTERREY, S.A. DE C.V., AEROPUERTO DE REYNOSA, S.A. DE C.V., AEROPUERTO DE TAMPICO, S.A. DE C.V., AEROPUERTO DE TORREÓN, S.A. DE C.V., AEROPUERTO DE SAN LUIS POTOSÍ, S.A. DE C.V., AEROPUERTO DE ZACATECAS, S.A. DE C.V., AND AEROPUERTO DE ZIHUATANEJO, S.A. DE C.V. (HEREINAFTER JOINTLY REFERRED TO AS THE "LICENSEE COMPANIES") ON THE ONE HAND, AND SERVICIOS DE TECNOLOGÍA AEROPORTUARIA, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE "STRATEGIC PARTNER"), ON THE OTHER, PURSUANT TO THE FOLLOWING BACKGROUND, REPRESENTATIONS AND CLAUSES.

BACKGROUND

I.On May 13, 2015, and effective as of June 15, 2015, the Second Amendment Agreement to the Technical Assistance Agreement (the "Second Amendment Agreement") was executed, according to which the rights and obligations of the Strategic Partner were established, concerning its participation in the Administration of the Assigned Airports and of Grupo Aeroportuario, as a whole, through the provision of Technical Assistance and Transfer of Technical Information and Technical Know-How by the Strategic Partner for the Administration of the Assigned Airports.

REPRESENTATIONS

I.The Holding Company represents, through its legal agent, that:

a. It is a corporation duly established under Mexican law, as evidenced by public deed number 44,355, dated May 28, 1998, executed before Mr. Emiliano Zubiria Maqueo, Notary Public No. 25 of the Federal District, registered on June 25, 1998, in the Public Registry of Commerce for the Federal District, under commercial control number 238749.

b. It acknowledges having executed the Second Amendment Agreement.

c. By entering this Agreement, it does not contravene or breach (i) any law, regulation, or legal provision, or (ii) its bylaws or any covenant or agreement to which it is a party.

d. As of this date, its legal agent has enough capacity to enter into this Agreement on its own behalf, and such authority has not been amended, revoked, or limited in any way.

II. The Service Company and each of the Licensee Companies represents, through its legal agent, that:

a.Each of them is a corporation duly established under Mexican law,

b.It acknowledges having executed the Second Amendment Agreement.

c. By entering this Agreement, neither of them contravenes or breaches (i) any law, regulation, or legal provision, or (ii) its bylaws or any covenant or agreement to which it is a party.

d. As of this date, its legal agent has enough capacity to enter into this Agreement on its own behalf, and such authority has not been amended, revoked, or limited in any way.

III.The Strategic Partner represents, through its legal agent, that:

a.It is a corporation duly established under Mexican law.

b.It acknowledges having executed the Second Amendment Agreement.

c. By entering this Agreement, it does not contravene or breach (i) any law, regulation, or legal provision, or (ii) its bylaws or any covenant or agreement to which it is a party.

d. As of this date, its legal agent has enough capacity to enter into this Agreement on its own behalf, and such authority has not been amended, revoked, or limited in any way.

Based on the preceding statements, the parties hereto agree pursuant to the following:

CLAUSES

FIRST. Definitions. The following terms in capital letters and not otherwise defined herein shall have the meanings attributed to them in the Second Amendment Agreement, as amended in its entirety by Clause Two and Exhibit A of this Agreement.

SECOND. Amendment. The Holding Company, the Service Company, each of the Licensee Companies, and the Strategic Partner, hereby agree to amend the Second Amendment Agreement entirely to be drafted as defined in Exhibit A of this Agreement.

THIRD. No Novation. The execution of this Agreement does not constitute (i) novation of the parties' obligations under the Second Amendment Agreement, or (ii) payment or release of the obligations under the Technical Assistance Agreement.

FOURTH. Notices. Any notices, requests, and other communications to any party of this Agreement shall be made pursuant to Section 15.1 of the Technical Assistance Agreement, as amended entirely in terms of Exhibit A hereto, to the addresses set forth in such section.

FIFTH. Dispute Resolution and Applicable Law. The provisions of Clause 13 and Clause 15.7 of the Technical Assistance Agreement, as amended in full in terms of Exhibit A hereto, shall be applicable to this Agreement, and are hereby deemed to be transcribed entirely in this Clause as if they were transcribed ad verbatim.

Space intentionally left blank

(EXECUTION PAGES FOLLOW)

HOLDING COMPANY OR

GRUPO AEROPORTUARIO

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

_____________________________________

Name: Ruffo Pérez Pliego del Castillo

Position: Attorney-in-fact

[Execution page corresponding to the Third Amendment Agreement dated December 14, 2020, to the Technical Assistance and Technology Transfer Agreement dated June 14, 2000, entered into by and between Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios Del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo, S.A. de C.V., on the one hand, and Servicios de Tecnología Aeroportuaria, S.A. de C.V., on the other.]

SERVICE COMPANY

SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V.

________________________________

Name: Ruffo Pérez Pliego del Castillo

Position: Attorney-in-fact

[Execution page corresponding to the Third Amendment Agreement dated December 14, 2020, to the Technical Assistance and Technology Transfer Agreement dated June 14, 2000, entered into by and between Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios Del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo, S.A. de C.V., on the one hand, and Servicios de Tecnología Aeroportuaria, S.A. de C.V., on the other.]

LICENSEE COMPANIES

AEROPUERTO DE ACAPULCO, S.A. DE C.V.,

AEROPUERTO DE CHIHUAHUA, S.A. DE C.V.,

AEROPUERTO DE CIUDAD JUÁREZ, S.A. DE C.V.,

AEROPUERTO DE CULIACÁN, S.A. DE C.V.,

AEROPUERTO DE DURANGO, S.A. DE C.V.,

AEROPUERTO DE MAZATLÁN, S.A. DE C.V.,

AEROPUERTO DE MONTERREY, S.A. DE C.V.,

AEROPUERTO DE REYNOSA, S.A. DE C.V.,

AEROPUERTO DE TAMPICO, S.A. DE C.V.,

AEROPUERTO DE TORREÓN, S.A. DE C.V.,

AEROPUERTO DE SAN LUIS POTOSÍ, S.A. DE C.V.,

AEROPUERTO DE ZACATECAS, S.A. DE C.V.; Y

AEROPUERTO DE ZIHUATANEJO, S.A. DE C.V.

_____________________________________

Name: Ruffo Pérez Pliego del Castillo

Position: Attorney-in-fact

[Execution page corresponding to the Third Amendment Agreement dated December 14, 2020, to the Technical Assistance and Technology Transfer Agreement dated June 14, 2000, entered into by and between Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios Del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo, S.A. de C.V., on the one hand, and Servicios de Tecnología Aeroportuaria, S.A. de C.V., on the other.]

STRATEGIC PARTNER

SERVICIOS DE TECNOLOGÍA AEROPORTUARIA, S.A. DE C.V.

_____________________________________

Name: Ricardo Maldonado Yañez

Position: Attorney-in-fact

_____________________________________

Name: José Bernardo Casas Godoy

Position: Attorney-in-fact

[Execution page corresponding to the Third Amendment Agreement dated December 14, 2020, to the Technical Assistance and Technology Transfer Agreement dated June 14, 2000, entered into by and between Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios Del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo, S.A. de C.V., on the one hand, and Servicios de Tecnología Aeroportuaria, S.A. de C.V., on the other.]

EXHIBIT “A”

TECHNICAL ASSISTANCE AND TRANSFER OF TECHNOLOGY AGREEMENT (THE “AGREEMENT”), DATED JUNE 14, 2000, AMENDED AND REEXPRESSED ON DECEMBER 14, 2020 (HEREINAFTER THE “TECHNICAL ASSISTANCE AGREEMENT”), ENTERED INTO BY AND BETWEEN: GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. (“HOLDING COMPANY”), SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V. (“SERVICE COMPANY”), AEROPUERTO DE ACAPULCO, S.A. DE C.V., AEROPUERTO DE CHIHUAHUA, S.A. DE C.V., AEROPUERTO DE CIUDAD JUÁREZ, S.A. DE C.V., AEROPUERTO DE CULIACÁN, S.A. DE C.V., AEROPUERTO DE DURANGO, S.A. DE C.V., AEROPUERTO DE MAZATLÁN, S.A. DE C.V., AEROPUERTO DE MONTERREY, S.A. DE C.V., AEROPUERTO DE REYNOSA, S.A. DE C.V., AEROPUERTO DE TAMPICO, S.A. DE C.V., AEROPUERTO DE TORREÓN, S.A. DE C.V., AEROPUERTO DE SAN LUIS POTOSÍ, S.A. DE C.V., AEROPUERTO DE ZACATECAS, S.A. DE C.V., AND AEROPUERTO DE ZIHUATANEJO, S.A. DE C.V. (JOINTLY, “LICENSEE COMPANIES”); AND AS THE OTHER PARTY, SERVICIOS DE TECNOLOGÍA AEROPORTUARIA, S.A. DE C.V. (“STRATEGIC PARTNER”) PURSUANT TO THE FOLLOWING BACKGROUND, REPRESENTATIONS, AND CLAUSES:

BACKGROUND

I.On May 13, 2015, and effective as of June 15, 2015, the Second Amended Agreement to the Technical Assistance Agreement (the "Second Amended Agreement") was executed, providing the rights and obligations of the Strategic Partner concerning its participation in the Administration of the Assigned Airports and the Grupo Aeroportuario by delivering Technical Assistance and Transfer of Technical Information and Technical Know-How.

II.On December 14, 2020, the Second Amended Agreement to the Service Agreement entered into between the Strategic Partner and ADPM was executed, providing delivery and certain Services by ADPM to the Strategic Partner and establish the terms and conditions to provide to the Strategic Partner such Technical Assistance and Transfer of Technical Information and Know-How.

D E F I N I T I O N S

The terms set forth below shall have the meaning attributed thereto as follows:

Management of Assigned Airports	Has the meaning set forth in Section 2.2.1 of this Agreement.
Technical Assistance	Means training and assistance to manage the Assigned Airports provided by the Strategic Partner in favor of the Holding Company; the Service Company and Licensee Companies for the proper operation, management, and planning of the Assigned Airports, according to the requirements established in Annex 1 of this Agreement.
Non-compliance Notice	Means any notice that, according to Section 12.2, the Service Company shall deliver to the Strategic Partner upon occurrence of an Event of Default.
Notice of Included Provision of Services	Means any notice that the Strategic Partner shall deliver to the Service Company regarding Consulting Services' provision.
Termination Notice	Means any notice that the Service Company can deliver to the strategic partner due to an Event of Default by the strategic partner under this Agreement, and by virtue of which this Agreement is terminated.
Non-compliance	Has the meaning set forth in Section 12.
Audit Committee	Means Holding Company’s Audit Committee.
Corporate Practices Committee	Means the Corporate Practices Committee of the Holding Company.
Technical Know-How	Means any technical Know-How, protected inventions with or without a patent, trade secrets, procedures, studies, methods or experience and information related to airport, commercial and Supplementary services rendering, as well as management of companies, on which the Strategic Partner has authority and that are required to carry out a proper operation, management, planning, and if applicable, the construction or extension of the Assigned Airports, in order to implement solutions (development and adaptation of management and operation procedures, preparation of guides and staff training in any aspect related to the operation, management and planning of Assigned Airports), including: · policies, strategies and business plans; · operation systems; · financial control systems; · commercial and Marketing systems; · development of Non-aeronautical activities; · follow-up control systems of commitments established in the concession Certificates of Licensee Companies; ●accounting, statistical and organizational systems; · strategic planning; · financial projections; · air traffic forecast (including air cargo); · required investment projections;

	· preparation and development of the Development Master Program; · training; · quality control; · computer systems; · safety procedures; and · financing strategies.
Agreement	Means this Technical Assistance and Transfer of Technology Agreement.
Management Services Agreement	Means the Management Services Agreement executed on June 14, 2000 between the Service Company and the Licensee Companies, whereunder the Service Company agreed to provide management services to the Licensee Companies; which is attached hereto as Annex 3.
Force Majeure	Has the meaning set forth in Section 14 hereof.
Technical Information	Means (i) All information in any form that ADPM has developed and used in the operation and development of the airports located in the cities mentioned in Annex 4 of this Agreement, by its own, through its subsidiaries and affiliates or through third parties, over which has the right to use and disposition; and (ii) any improvement to the information referred in subsection (i) above. The Technical information shall be any information required to comply with the provisions of Annex 1 of this Agreement.
Improvements	Has the meaning set forth in Section 4.3 of this Agreement.
Annual Business Plan	Means the plan that shall be adopted during the last 4 (four) months of each year for each Assigned Airport for its duly operation during the following year, which shall be consistent with the strategic vision of the business and with the current Development Master Program, which include: (i) the marketing plans, financial arrangements, investments and capital expenditures, and activities for the corresponding Assigned Airport for such year; (ii) a budget with sufficient detail of the estimated income of the corresponding
	Assigned Airport and the expenses and investments to be made with the implementation of the Development Master Program; and (iii) a financial management plan, including all agreements for debt financing.
Development Master Program	Has the meaning set forth in article 38 of the Airports Law.
SCT or Ministry	Means the Ministry of Communications and Transport.

Additional Services	Has the meaning set forth in Section 2.6.
Emergency Services	Has the meaning set forth in Section 2.8.
Consulting Services	Means the services referred in Section 2.2.1 of this Agreement.
Assigned Airport Services	Means the services referred in article 48 of the Airports Law that each Licensee Company shall provide by itself or through third parties to each of the Assigned Airports.
Required Included Services	Consulting Services that the Holding Company or the Service Company requires from the Strategic Partner pursuant to an Included Services Request.
Included Services Request	Means the request that Grupo Aeroportuario, through the agent of the Holding Company´s Committee empowered according to the bylaws of such Holding Company delivers to the Strategic Partner regarding the performance of Consulting Services.
EBITDA	Means earnings before interest, tax, depreciation, and amortization of the Holding Company on a consolidated basis with the Licensee Companies and the corporations that deliver payroll services to the Assigned Airports, before and without considering the compensation to be paid to the Strategic Partner in terms of this Agreement.

REPRESENTATIONS

I.The Holding Company, the Service Company and the Licensee Companies represent through their respective legal agents that:

I.2 Such parties are willing to enter into this Agreement in ordeer that the Strategic Partner engages in the Administration of the Assigned Airports by providing Technical Assistance, Technical Information and Technical Know-How, to improve their operation and increase productivity.

II. The Strategic Partner represents, through its legal agent that:

II.2 It has enough legal, technical, administrative and financial capacity to perform the Advisory and Technical Assistance services and to provide any Technical Information and Know-How subject matter of this Agreement, and that it is willing to enter into this Agreement for a consideration.

Based on the foregoing representations, the parties to this Agreement agree pursuant to the following:

CLAUSES

1.   Purpose of this Agreement.

1.1  The purpose of this Agreement is to establish the Strategic Partner´s rights and obligations with respect to their interest in the Holding Company management, through the provision of Technical Assistance and Transfer of Technical Information and Technical Know-How from the Strategic Partner in favor of the Holding Company, and from the Holding Company to the Assigned Airports.

1.2  DPM are joint obligors with the Strategic Partner’s obligations referred in Sections 2.2, 2.3, 3.2, 4.2, 4.3, 9.1 and 9.3.

2.   Included Services.

The Strategic Partner shall provide the following services to the Holding Company as a whole and to each of the Licensee Companies:

2.1Participation in the Administration. The Strategic Partner shall assign to the Holding Company, based on the provisions of the Bylaws of the Holding Company and the Mexican Securities Market Law, individuals with the profile mentioned below, which shall to be an integral part of the management of such Holding Company, provided that such individuals will be retined by the Service Company as its own employees, once any previous labor relationship is terminated (in the understanding that the Service Company may exempt the Strategic Partner from this last requirement, as long as such exemption does not contravene the Bylaws of the Holding Company and the Mexican Securities Market Law). For purposes of the foregoing, the members of the Board of Directors of the Holding Company appointed by the Strategic Partner shall have the right to (i) propose to the Board of Directors of the Holding Company the name or names of the candidates to be appointed as Chief Executive Officer, (ii) propose removal of the Chief Executive Officer of the Holding Company, (iii) appoint and remove half of the persons who will hold the positions within the first level of administration reporting to the Chief Executive Officer, according to the administrative organization chart attached to this Agreement as Annex 2 or based in any new administrative organization chart that in the future may be approved by the majority vote of the Board of Directors of the Holding Company. The officers proposed or appointed, as the case may be, by the directors appointed by the Strategic Partner must have the following profile, in the understanding that the Holding Company, represented by the agent of the the Holding Company´s Committee having authority therefor according to the bylaws of the Holding Company, may waive any of such conditions, as long as such waiver shall not contravene the Bylaws of the Holding Company and the Mexican Securities Market Law:

2.1.1 Chief Executive Officer:

(i) Management experience. At least 5 (five) years of experience in a managing position of companies engaged in the operation of commercial activities;

(ii) Language. Spanish and English fluent;

(iii) Education. Professional education which enables him/her to efficiently perform the subject matter position;

(iv) That he/she does not fall within any of the assumptions set forth in Article 22 of the Airport Law; and

(v) No conflict of interest. That he/she does not have any business relationship as a supplier of services for, or work at, or have assets in Grupo Aeroportuario or any other company of the Mexican Airport System, either directly or through any Related Person, nor is he/she a member of the Board of Directors or other intermediation body of any Person that has a conflict of interest.

2.1.2 First Level Position of Employee in charge of the Operations and Commercial Area.

(i) Airport manangement experience. At least 3 (three) years of experience in a position comparable to that of operations and commercial real estate development, as well as administrative capacity and experience duly evidenced;

(ii) Language. Spanish and English fluent;

(iii) Education. Technical qualifications required for the efficient performance of the position;

(iv) That he/she does not fall within any of the assumptions set forth in Article 22 of the Airport Law; and

(v) Absence of conflicts of interest. That he/she does not have any business relationship as a supplier of services for, or work at, or have assets in Grupo Aeroportuario or any other company of the Mexican Airport System, either directly or through any Related Person, nor is he/she a member of the Board of Directors or other intermediation body of any Person that has a conflict of interest.

2.1.3 First Level Position of Employee in charge of the Finance and   Administration Area:

(i) Airport manangement experience. At least 5 (five) years of experience in a finance management position and capacity in accounting or business administration duly evidenced;

(ii) Language. Spanish and English fluent;

(iii) Education. Professional education which enables him/her to efficiently perform the subject matter position;

(iv) That he/she does not fall within any of the assumptions set forth in Article 22 of the Airport Law; and

(v) Absence of conflicts of interest. That he/she does not have any business relationship as a supplier of services for, or work at, or have assets in Grupo Aeroportuario or any other company of the Mexican Airport System, either directly or through any Related Person, nor is he/she a member of the Board of Directors or other intermediation body of any Person that has a conflict of interest.

2.1.4 First Level Position of Employee in charge of the Infrastructure and Maintenance Area:

(i) Airport manangement experience. At least 3 (three) years of experience in an infrastructure maintenance and development position and knowledge of project management;

(ii) Language. Spanish and English fluent;

(iii) Education. Professional education which enables him/her to efficiently perform the subject matter position;

(iv) That he/she does not fall within any of the assumptions set forth in Article 22 of the Airport Law; and

(v) Absence of conflicts of interest. That he/she does not have any business relationship as a supplier of services for, or work at, or have assets in Grupo Aeroportuario or any other company of the Mexican Airport System, either directly or through any Related Person, nor is he/she a member of the Board of Directors or other intermediation body of any Person that has a conflict of interest.

The positions described above may be comingled in a single position or person in accordance with the organization chart included as Annex 2.

For purposes of the conditions mentioned in Sections 2.1.1 to 2.1.4 above, the employment relationship between the designated officers and the Strategic Partner shall not be considered a conflict of interest.

2.2    Technical Assistance and Transfer of Technology.

2.2.1   General Operation Services. The Holding Company and the Service Company, are required to supervise, direct and control the operations of the Assigned Airports, as well as the management, maintenance and promotion of services provided to each of the Assigned Airports, whether by itself or by third parties (“Management of Assigned Airports”), and the Strategic Partner agrees to provide required Technical Assistance and Technical Information to the Holding Company or the Service Company to carry out such activity in terms of this Agreement in favor of the Assigned Airports.

The Consulting Services that shall be provided to comply with Annex 1 are the Included Consulting Services, as well as any other service required and provided by the Strategic Partner to the Assigned Airports pursuant to the provisions of Section 2.6, which shall be subject to the following:

2.2.1.1    Consulting Services. The Strategic Partner shall provide the Holding Company the Included Consulting Services as follows:

(i)    consulting and assistance in order that the Assigned Airports are managed and operated pursuant with the Technical Know-How.

(ii)   consulting and assistance regarding the application of Technical Know-How in Assigned Airports to comply with the applicable legislation, regulations, Official Mexican Standards, and any other requirements of the competent authorities in the United States of Mexico; and

(iii)   consulting and assistance regarding the adaptation of the Technical Know-How in each of the Assigned Airports.

2.2.1.2    Included Consulting Services. The Included Consulting Services consist of providing consulting and assistance services regarding the operational methods and systems that are part of the Technical Know-How, developed to implement, make more efficient or improve the following provisions, which shall be provided by the Strategic Partner pursuant the implementation program of the requirements established in Annex 1:

(i)      Air traffic forecast;

(ii)     Improvements in operational capacity;

(iii)    Safety;

(iv)    Environmental issues;

(v)     Planning and technical services;

(vi)   Fees: The Strategic Partner shall provide the Service Company the Information and Technical Assistance required to implement its strategy for the application of fees for the provision of each Airport Services offered to each of the Assigned Airports, including the applicable fees for supplementary and commercial service providers in each Assigned Airport; and such information must be consistent with those practices followed at international airports of the kind referred in the Concession Certificates of the Licensee Companies.

(vii)   Control systems: The Strategic Partner shall provide to the Service Company the Technical Information and Technical Assistance required to establish accounting, finance, management, and operation control systems required to carry out the Management of Assigned Airports, which shall be consistent with the one used at international airports of the kind referred in the concession certificates of the Licensee Companies. If applicable, the Strategic Partner, upon Grupo Aeroportuario’s request, through the agent that for such purpose appointed the Holding Company’s Committee which is authorized according to the bylaws of the Holding Company, shall grant Grupo Aeroportuario any licenses or sublicenses of its own at no additional cost with respect to the software required to use such systems, considering the technology transferred, and in the event such software would not be able to be acquired from a different supplier than the Strategic Partner or a Related Party thereto; or the Strategic Partner shall develop an ad-hoc software for the Service Company. If the software licenses mentioned above are available in the market or there are two or more different suppliers besides the Strategic Partner or Related Parties thereto, such licenses shall be considered as Additional Services.

In addition, the Strategic Partner agrees to deliver Grupo Aeroportuario, through the Service Company, any improvement, change or development of the Technical Information provided.

(viii)Maintenance: The Strategic Partner shall provide the Service Company, maintenance, and operation guides, to improve the management of the Assigned Airports. In addition, the Strategic Partner shall provide Grupo Aeroportuario with advisory and Technical Assistance required to carry out such maintenance and comply with the obligations provided in the Concession Certificates of the Licensee Companies for the exploitation, management, operation, and if applicable, the construction of Assigned Airports. Such Technical Assistance shall be provided by duly trained staff in the matters required.

(ix) Guides: The Strategic Partner shall provide to the Service Company, the Technical Assistance and Technical Information required for the elaboration of manuals for operation, maintenance, safety, internal surveillance, among others.

(x)    Working policies: The Strategic Partner shall provide to the Service Company, the Technical Information required to adopt policies in connection with personnel hiring and staff performance applicable to Grupo Aeroportuario according to the standards used at international airports of the kind referred in the Concession Certificates. Such policies include at least, objective criteria regarding the selection, supervision, training, compensation, discipline rules, and delegation of authorities from trusted staff and union personnel required to carry out the management of the Assigned Airports.

(xi)   Training: The Strategic Partner shall provide Assistance and Technical Information required, by itself or through third parties verified and authorized by the Holding Companiy´s Committee which is authorized according to the bylaws of it for the elaboration and implementation of training programs, including budgets, content design of training courses, selection of instructors, and effective monitoring. Notwithstanding the above, at any time during the term of this Agreement, Grupo Aeroportuario may request the Strategic Partner, carry out the training of Grupo Aeroportuario’s employees, to transmit the Technical Know-How required to manage the Assigned Airports pursuant the standards of international airports of the kind referred in the Concession Certificates.

Such training shall be carried out in the facilities of the airports where the referred employees work, or, if applicable, in the facilities designated by the Strategic Partner.

(xii)   Development Master Program: The Strategic Partner agrees to provide the Technical Assistance required and provide the training required to the staff of the Service Company for the elaboration of the Development Master Program. For the elaboration of the above Development Master Program, the Strategic Partner shall provide the Technical Information and technical evaluations, financial forecast, and other economic information as may be necessary.

(xiii) (Intentionally Cancelled).

(xiv)   Goods and Insurance: The Strategic Partner shall provide the Technical Know-How, Assistance and Technical Information required regarding the management of properties, goods granted by concession and expansion projects, rehabilitation and remodeling as well as the information about risk management, insurance, audit performances, and review of the management of the Assigned Airports; and

(xv)   Management Services Agreement: The Strategic Partner knows the terms of the Management Services Agreement executed by the Service Company and each of the Licensee Companies. The Strategic Partner agrees to provide Technical Assistance required to comply with the obligations of the Service Company contained in such Management Services Agreement, upon Grupo Aeroportuario´s request, through the agent appointed by the Holding Company´s Committee empowered for such purposes according to the provisions of the Holding Company´s bylaws.

2.2.1.3    Excluded Services. The Strategic Partner and Related Parties agree to be subject to the following participation rules in the provision of the following Services to the Assigned Airports:

(i)    Aeronautical Services. They may not participate in the provision of Airport Services;

(ii)    Supplementary Services. They may participate, but in no case may compete with the Holding Company or the Licensee Companies in the provision of such Services;

(iii)   Commercial Services. They can participate through a tender, but in no case may provide Commercial Services on the same line of business that the Holding Company or the Licensee Companies are providing in a particular Assigned Airport; and

(iv)   Construction and Supply. The Strategic Partner may only participate in construction activities or the provision to Assigned Airports when the corresponding contracts are awarded through a bidding process, in which there are at least three (3) bidding contractors (“Third Parties”), in addition to the Strategic Partner or Related Parties, as the case may be. In such case, the corresponding Strategic Partner´s Committee appointed pursuant to the bylaws shall carry out the supervision and auditing of the constructions through an independent supervision company that has international recognition. If in the bidding process carried out, the Strategic Partner is in similar circumstances for a price, quality, and opportunity, the contract shall be assigned to the Strategic Partner. The Corporate Practices Committee pursuant to the bylaws shall establish the rules for the bidding process.

2.3 Provision of Technical Assistance Services. The Strategic Partner shall perform all necessary action so that Management of the Assigned Airports complies with the quality, safety, opportunity, and pricing standards provided in each of the Concession Certificates and for such purposes:

2.3.1 Technical Assistance in the facilities of Assigned Airports. The Strategic Partner upon the Holding Company’s request, shall appoint trained persons for the provision of services referred in Section 2.2.1.2 above, through the agent appointed by the Holding Company´s Committee empowered under the provisions of the Holding Company´s bylaws, in the corresponding airport facilities or in the Assigned Airports designated by the Service Company, with the purpose of providing Technical Assistance requested pursuant this Agreement. The number of staff available, characteristics, and responsibilities shall be determined by mutual consent by the parties and, in the absence of mutual consent, the Strategic Partner shall freely decide and become responsible for any incident or accident originated by the Management of the Assigned Airports, when such incidents or accidents arise from failure or omissions of staff assigned to the requested Technical Assistance.

2.3.2 Visits to the Strategic Partner Facilities. In addition to the training obligations established in Section 2.2.1.2 above, Grupo Aeroportuario shall have the right at its own cost that any of its officers visit and check the airport facilities where Airport Services are provided to receive training. Such visits are for the term and at the time that Grupo Aeroportuario and the Strategic Partner agree, case by case.

2.4 Technical Information and Technical Know- How. According to the working program that the Strategic Partner and Grupo Aeroportuario agree through the agent appointed by the Holding Company´s Committee empowered under the provisions of the Holding Company´s bylaws, that the Strategic Partner shall provide Grupo Aeroportuario all Technical Information and all Technical Know-How required for the operation of the Assigned Airports. For such purpose, the Strategic Partner shall deliver the Service Company, prior a confidentiality agreement executed with Grupo Aeroportuario, copies of any drawing or industrial design, descriptions, manuals of operations, quality control guides, and any other documents that cover Technical Information and Technical Know-How. Likewise, the Strategic Partner agrees to update such information as soon as it becomes modified or improved.

2.5 Request for the Provision of Included Consulting Services. The Strategic Partner is required to provide Included Consulting Services without Grupo Aeroportuario request. Notwithstanding the above, Grupo Aeroportuario may require the Strategic Partner the provision of any specific service provided in Section 2.2.1.2, by delivering to the Strategic Partner a services request (the “Included Services Request”) specifying in reasonable detail, the nature and amount of Included Consulting Services required (the “Included Services Required”), the time and place in which the corresponding Assigned Airport requires the Included Consulting Services. Additionally, if the Strategic Partner does not provide any of the services referred in Section 2.2.1.2 above, Grupo Aeroportuario may deliver an Included Services Request for the Strategic Partner to provide the services mentioned in such Request.

2.5.1 Provision of Included Consulting Services. The Strategic Partner shall provide the Included Consulting Services pursuant to the terms and conditions specified in the Included Services Request submitted pursuant to the terms of this Agreement, consequently within the following 5 (five) business days after the Strategic Partner receives the Included Services Request from Grupo Aeroportuario, and the Strategic Partner shall deliver Grupo Aeroportuario a notice (the “Notice for the Provision of Included Services”) specifying that the Strategic Partner agrees to provide the Included Services Required pursuant the Included Services Request.

2.6 Additional Services. If any of the Assigned Airports require Consulting Services that are not of an identical nature or are replaceable from the Included Consulting Services (the “Additional Services”), the Corporate Practices Committee shall call the Strategic Partner and third parties to a contest for the provision of Additional Services, for which shall specify in reasonable detail, the nature and amount of Additional Services required in time and place where the Assigned Airport requires the Additional Services.

The Corporate Practices Committee shall award the provision of Additional Services to the company that offers the best conditions for a price, quality, and opportunity for Grupo Aeroportuario.

The participation of the Strategic Partner, and Related Parties in the provision of services other than the services in the Assigned Airports, construction contracting, and acquisitions in favor of Licensee Companies shall be always subject to the bidding process of the corresponding agreemet pursuant to the terms established by the Corporate Practices Committee.

2.7     Consulting Services Based on an Expert Decision. In case of uncertainty regarding the fact that a service is of an identical nature or replaceable with any of the Consulting Services, such uncertainty shall be solved by an expert in the subject matter appointed by the parties.

2.8     Emergency Services. If at any of the Assigned Airports there is an emergency event, Grupo Aeroportuario may require the Strategic Partner to provide any of the Consulting Services or Additional Services within a term less than 15 (fifteen) calendar days (the “Emergency Services”), and such term may be extended in situations that require it. In any case, the cost of such Emergency Services shall be established between the parties and will not require the previous bidding process referred in Section 2.6 above.

2.9 Reports. The Strategic Partner agrees to provide Grupo Aeroportuario, through the Service Company, a monthly report regarding Consulting Services' provision during such a month.

2.10     Operation Parameters. The provision of services referred to in this Agreement shall seek that each airport annually complies with the operational parameters established in the Concession Certificates by the number of operations performed, the number of passengers and the number of commercial premises.

3.      Representations and Guarantees.

3.1     Representations of the Strategic Partner. The Strategic Partner represents and agrees:

3.1.1       It has the right to use the Technical Know-How during the term of this Agreement to provide the Consulting Services.

3.1.2      It has not entered, and will not enter into, any agreement during the term of this Agreement that restricts the right to use the Technical Know-How for purposes of providing the Consulting Services; and

3.1.3      It knows the Management Services Agreement's content executed by and between the Service Company and the Licensee Companies for the operation of the Assigned Airports and shall comply with its obligations for the provision of Services thereunder.

3.2     Guarantees of the Strategic Partner. The Strategic Partner represents and agrees with Grupo Aeroportuario that:

3.2.1       The Consulting Services shall be adequately and efficiently provided pursuant with the recognized international practices and with a standard of care and consistent diligence with its operations for the corresponding airports, in order for the Assigned Airports to be duly operated;

3.2.2       Pursuant to the provisions of Section 2.2.1.2 (xv), shall provide to the Service Company, the Consulting Services required in order that such company complies with its obligations established in the Management Services Agreement.

3.2.3       The Consulting Services shall be provided in a manner consistent with all applicable laws and regulations, safety procedures, and environmental protection regulations, as well as in compliance with the obligations of the Licensee Companies provided in the Concession Certificates of the Licensee Companies and the respective Development Master Programs; and

3.2.4       Shall provide to the Assigned Airports personnel having enough capacity and experience to comply with the Strategic Partner’s obligations hereunder.

3.3   Representation and Guarantees of the Service Company. The Service Company and the Licensee Companies represent and guarantee that:

3.3.1       They will use and implement Technical Assistance, Technical Information and Technical Know-How provided by the Strategic Partner according to this Agreement, only to operate and manage the Assigned Airports properly and efficiently according to the recognized international practices, in a manner consistent with all applicable laws and regulations, safety procedures and environmental protection regulations, as well as in compliance with the obligations of the Licensee Companies provided in their corresponding Concessions Certificates. In the event that any Assigned Airport is operated according to the consulting services received from the Strategic Partner, for purposes of this Section 3.3.1, such operation and management shall be considered, in the absence of a notice from the Strategic Partner providing otherwise, consistent with the applicable laws and regulations, airport safety procedures, and environmental protection regulations;

3.3.2       They shall take any action reasonably required to ensure that its obligations and the obligations of the Service Company and those of the Licensee Companies mentioned in the paragraph above are complied with;

3.3.3       They have sufficient financial resources to comply with the obligations referred in the two preceding paragraphs; and

4.3.4       They shall provide the Strategic Partner with the information required for it to provide Consulting Services and determine the requirements of the Assigned Airports concerning the Consulting Services, including without limitation, the details of the forecast in connection with the number of passengers, budget planning, use of facilities, management, and handling of financial information; and if such information becomes available in electronic format, shall provide electronic access to the Strategic Partner.

4.      Information License and Technical Know-How.

4.1Strategic Partner’s Exclusive Agreement. Except for the provisions of Section 2, and as long as the Strategic Partner holds, directly or indirectly an individual interest in the Holding Company’s Series BB shares representing 7.65% (seven point sixty-five percent) of the capital stock of the Holding Company´s, the Service Company, neither directly or indirectly, shall hire any person other than the Strategic Partner holds, directly or indirectly, to provide similar services or services replaceable with the Included Consulting Services regarding the Management of Assigned Airports without the previous written consent of the Holding Company.

 4.2    Information and Technical Know-How Information. The Strategic Partner grants the Service Company an exclusive license in the United States of Mexico to use the Technical Information and Technical Know-How regarding the Management of Assigned Airports during the term of this Agreement. Notwithstanding the above, the Strategic Partner may also grant a license to use all or any portion of the Technical Information and/or the Technical Know-How. Notwithstanding the foregoing, the Strategic Partner may also grant a license to use all or any portion of the Technical Information and/or the Technical Know-How in favor of any subsidiaries within Mexican territory as long as the Service Company confers authorization therefor. At the termination of this Agreement, The Strategic Partner shall grant the Service Company an indefinite non-exclusive license regarding the Technical Information and Technical Know-How that had been provided by the Strategic Partner during the term of this Agreement.

4.3  Improvements.

4.3.1       The Strategic Partner shall inform the Service Company, as soon as possible, but no later than 10 (ten) days of any Improvement made regarding the Technical information and Technical Know-How, including any products, inventions, procedures, systems or equipment, used for the purposes hereof, which shall become part of the license granted pursuant the Section 4.2 of this Agreement.

4.3.2       If the Service Company, Licensee Companies or any of its employees, officers or agents perform an improvement to the Technical Information and/or Technical Know-How, the Service Company shall grant the Strategic Partner a free, indefinite, and exclusive license to use and grant licenses over the same, such Improvements as a part of the Technical Information or Technical Know-How.

4.3.3  The Service Company shall immediately inform The Strategic Partner about any significant improvement to the Technical Information and/or Technical Know-How that the Service Company or any of the Licensee Companies may develop. For purposes of this section, “Improvements”, means any idea, invention or modification to the Technical Know-How and Technical Information used by Grupo Aeroportuario.

4.3.4       The Service Company may not sell or offer for sale, use in public or disclose to the public any of the improvements referred in this section to persons other than the Licensee Companies or companies owned by Grupo Aeroportuario, or that the latter has the control of, during the term of this Agreement and without the previous written consent of the Strategic Partner. After the termination of this Agreement, the Service Company may use the Improvements in any way consistent with the license that the Strategic Partner grants pursuant Section 4.2.

5.      Term.

5.1Term of the Agreement. This Agreement shall be in effect as of December 14, 2020, and shall continue in force until December 31, 2021, with automatic renewals as of January 1, 2022, for 1 (one) year periods, unless Grupo Aeroportuario, the Service Company and Licensee Companies, acting jointly, or the Strategic Partner provides termination notice to the other party with at least 90 (ninety) days to the scheduled termination date.

In connection with the above paragraph, automatic renewal shall only operate as long as the Strategic Partner holds an individual interest in BB Series shares representing at least 7.65% (seven point sixty-five percent) of the capital stock of the Holding Company.

6. Economic Terms.

Grupo Aeroportuario agrees to pay the Strategic Partner as compensation for the provisions of its services established in Section 2 above.

6.1   Expenses Reimbursement. Within 30 (thirty) calendar days following the Strategic Partner’s delivery of its directly incurred expenses report to the Service Company for the provision of Consulting Services, the Service Company shall pay the Strategic Partner according to the following:

6.1.1 Travel and accommodation expenses. Reasonable transportation and hotel costs of the individuals assigned to the provision of Consulting Services, duly evidenced and consistent to the policies established by the Holding Company’s Committee pursuant to its bylaws.

6.1.2 Additional expenses. Any other expenses mutually agreed by the Strategic Partner and the Service Company, pursuant to any Request of Services.

6.2    Considerations. For its obligations referred to in Section 2.2:

6.2.1 Grupo Aeroportuario shall pay an annual consideration equivalent to the amount of 3,766,425.09 (Three million seven hundred sixty-six thousand four hundred twenty five 09/100 US Dollars) until the termination of this Agreement (the amount previously mentioned shall be updated annually according to the US Consumer Price Index).

6.2.2 Notwithstanding the provisions of the Section above,

(i)     During the term of this Agreement and any anual extensión of the initial term thereof, if 3% (three per cent) of EBITDA is greater than the amount mentioned in Section 6.2.1, in addition to the amount corresponding to such Section 6.2.1, Grupo Aeroportuario shall pay the difference resulting from subtracting to the equivalent 3% (three per cent) of EBITDA, the fixed amount according to the section above. EBITDA shall be reflected in Grupo Aeroportuario audited consolidated financial statements that the annual general shareholders’ meeting approves on a yearly basis.

6.3   Payment Method. The Service Company shall pay the Strategic Partner the payments mentioned in Sections 6.1 and 6.2, plus the Value Added Tax, through electronic transfer in immediately available funds to the Strategic Partner’s account as instructed in writing for this purpose:

6.3.1 In connection with the payment referred in Section 6.1 above, the Strategic Partner shall deliver at the end of the provision of any of the Consulting Services for which incurred the expenses referred in such section, an invoice containing a description of services provided and costs incurred. In addition, the Service Company shall pay the corresponding amounts during the following 30 (thirty) days after receiving each invoice.

6.3.2 Concerning the consideration referred in section 6.2, the Service Company shall pay the amount mentioned in such section on a quarterly basis, divided into equal parts in March, June, September, and December, during the 10 (ten) calendar days following the delivery of the corresponding invoice issued by the Strategic Partner.

After the date of the Holding Company’s annual ordinary general shareholders’ meeting that approves its audited consolidated financial statements, in which the EBITDA is shown, the parties hereof shall determine if the Strategic Partner should also receive the consideration established in Section 6.2.2. Suppose EBITDA is greater than the amount mentioned in Section 6.2.1. In that case, the Service Company shall pay the Strategic Partner no later than 15 (fifteen) business days after holding the Holding Company’s Annual Ordinary Shareholders’ Meeting, the difference that corresponds to cover the consideration in terms of subsection (i) of Section 6.2.2.

6.4 Delay in Payment. If the Service Company incurs in default regarding any payment provided in Section 6, it shall pay the Strategic Partner the amount that should have been paid on the maturity date, plus a gross interest on the unpaid amount at a rate equivalent to the daily average of the LIBOR rate for such period times 1.5.

7.     Use of Space. Office and Access. The Licensee Companies shall allow the Strategic Partner use the office space and facilities of each corresponding Assigned Airports that the Strategic Partner reasonably requests for the provision of Consulting Services, provided in

this Agreement. In addition, each Licensee Company shall grant the Strategic Partner and the Strategic Partner’s employees and officers unlimited access to all areas of the Assigned Airports; provided that the Strategic Partner shall only take advantage of such access for purposes of providing Consulting Services in terms of this Agreement. The Strategic Partner shall peacefully use the office space and facilities referred to in this section.

8.     Labor Liability Release.

8.1    The parties agree that, for purposes of this Agreement and except for the provisions of Section 2.1 above, the employees providing Consulting Services shall continue to be considered at all time, unless otherwise agreed in writing by the parties, as the Strategic Partner employees or employees of the Strategic Partner’s shareholders or employees of its Related Parties, as the case may be, and at all times they shall not be considered as employees of any of the companies integrated by Grupo Aeroportuario.

9.     Civil Liability.

9.1 The Strategic Partner and the Strategic Partner’s shall be responsible of always preserving in force and pursuant to the applicable law, the patents held for the Technical Know-How subject of this Agreement; and consequently, shall be responsible for any action or proceeding filed against it or Grupo Aeroportuario for using such Technical Know-How.

9.2 The Strategic Partner shall be responsible for all and each of the acts carried out by its employees in the Assigned Airports facilities, provided that the Strategic Partner shall not be responsible for any labor default incurred by any officer as referred to in Section 2.1 above.

9.3 The Strategic Partner shall be responsible for damages caused to third parties and to the Assigned Airports, arising from (i) any use of Technical Information or Technical Know-How and Consulting Services provided to Grupo Aeroportuario in terms of this Agreement that are obsolete or unfit to guarantee the provision of airport services as defined in Article 48 of the Airports Law, for any governmental authority or international agency; or (ii) proven negligence from the Strategic Partner’s employees that provide on site Technical Advice to the Assigned Airports.

10.  Indemnities.

10.1 The Strategic Partner’s Indemnities. The Strategic Partner agrees to indemnify and hold harmless all of the companies integrated by Grupo Aeroportuario, its officers, employees, agents, and subcontractors (indistinctly “Indemnified Party”) from and against any responsibility, damages, loss, penalties, lawsuits, trials, costs, expenses, and any proceeding related to:

10.1.1 Employment Indemnities. Any action or proceeding filed by (i) its employees, and (ii) any labor authority, social security, Infonavit, or tax authority against any Indemnified Party and regarding its employees due to the provision of Consulting Services.

10.1.2 Civil Indemnities. Any infringement for patents, copyright, brand use, or related to any provision established in the Industrial Property Law or any other similar law in another jurisdiction, for the use or benefit of the Technical Information or Technical Know-How transferred by the Strategic Partner in terms of this Agreement. Likewise, the Strategic Partner shall be responsible for any civil liability action filed against an indemnified Party caused by (i) the use of obsolete Technical Information or Technical Know-How considered as unfit to guarantee the safety in airport operations by any governmental authority or international agency; or (ii) negligence of the Strategic Partner in the provision of any of the Consulting Services referred herein; or

10.1.3 The Strategic Partner’s Compliance. The Strategic Partner’s performance hereunder, as well as with any negligent act, omission or intentional act from the Strategic Partner, or non-compliance with any statement or guarantee from the Strategic Partner pursuant to this Agreement.

10.2 The indemnification referred in Section 10.1, includes (i) all payments of cash that an Indemnified Party has to cover due to an order from a judicial or administrative authority; and (ii) any expense for lawyers or agents incurred by the Indemnified Party for any defense from the proceeding or lawsuit filed, as long as they are reasonable and duly evidenced.

10.3 Proceeding. In the event that an Indemnified Party knows of any lawsuit, administrative procedure, verification procedure, or notice regarding any responsibility or obligation corresponding to the Strategic Partner, the Indemnified Party may choose to (i) give an answer to the proceedings initiated against it, for which shall request the Strategic Partner all documents required to establish its defense, or (ii) grant sufficient authority to the Strategic Partner or to its legal representatives, to carry out on its behalf the defense of the legal proceeding initiated against the Indemnified Party.

10.4 Indemnification. Once issued a final decision requiring the Indemnified Party to pay any amount pursuant the Section 10.2, Grupo Aeroportuario shall notify the Strategic Partner, for it to reimburse the corresponding amounts within the 10 (ten) business days following such notice.

11.  Early Termination.

11.1 In the event of any default from the Strategic Partner hereunder Grupo Aeroportuario may terminate this Agreement in advance by means of a written notice sent to the Strategic Partner (“Termination Notice”). Such termination shall become effective in 10 (ten) business days following the reception of the Termination Notice.

If this Agreement terminated by Grupo Aeroportuario without any Event of Default or for causes non-attributable to the Strategic Partner during the term of this Agreement, Grupo Aeroportuario shall pay to the Strategic Partner an amount at current value of (i) the amount that the Strategic Partner would have had received hereunder and when there was not an early termination pursuant Clause 6.2, taking as a basis the average EBITDA during the 3 (three) immediate prior years, plus (ii) the amount that results higher between (x) $200,000 USD (two hundred thousand US dollars) and (y) 16% (sixteen per cent) of the increase that, if appropriate, would have obtained in the EBITDA to November 30 of the year of this Agreement’s termination (if such termination occurs on December of such year) or to November 30 of the previous year in which the termination of this agreement occurs (if such termination occurs an any month from January to November of such year), in each case when the EBITDA is compared with the previous year ending November 30, in both cases the amounts established in subsections (x) and (y) above, multiplied by the factor that results from calculating the time in between June 15, 2015 and the date in which is terminated pursuant to Clause 5. When there is an early termination, all rights and obligations from the parties shall cease, in the understanding that Grupo Aeroportuario shall no have any obligation to return the Technical Information or Technical Know-How received during the term of this Agreement.

11.2  The Strategic Partner’s Obligations. In the event of termination of this Agreement, the Strategic Partner shall:

11.2.1 Vacate any office space or facilities used by the Service Company or Licensee Companies;

11.2.2 Remove all the Strategic Partner’s belongings relevant for the provision of Consulting Services located at the facilities of the Assigned Airports;

11.2.3 Deliver and assign, free of charge, all records or documents held by the Strategic Partner and required by the Service Company for Managing the Assigned Airports, including the Technical Information and Technical Know-How; and

11.2.4 Adopt any measures considered convenient to ensure that the Strategic Partner prevents from considering the Assigned Airports as part of its marketing strategy.

11.3  Grupo Aerportuario Obligations. As a result of any early termination of this Agreement, Grupo Aeroportuario shall stop using any registered brands related with the Technical Information and with the Technical Know-How. In addition, the Service Company shall reimburse the Strategic Partner all pending expenses incurred in the provision of Services and in terms of Section 6.1.

12. Events of Default.

12.1 Events of Default attributable to the Strategic Partner an Event of Default by the Strategic Partner shall have the right to terminate this Agreement pursuant to Section 11. The following are considered Events of Default from the Strategic Partner:

12.1.1 Failure to comply with any of its obligations to provide Consulting Services according to Section 2.1;

12.1.2 Failure to comply with any of its obligations contained in Section 2.2;

12.1.3 Failure to comply with any of its obligations contained in Section 2.10;

12.1.4 Direct or indirect, attributable loss to the Strategic Partner from any patent, copyright or industrial property right over any Technical Know-How transferred in favor of Grupo Aeroportuario and that it is essential to continue with the provision of Consulting Services in the same way they were provided when such loss occurred.

12.1.5 [Intentionally Omitted]

12.1.6  Any non-compliance from the Licensee Companies with its obligations derived from its corresponding Concession Certificates, if such non-compliance derives from the fact that the strategic Partner failed to provide the required Assistance and Technical Information to Grupo Aeroportuario hereunder; and

12.1.7 [Intentionally Omitted]

12.2   Notice of Default. Upon the occurrence of an Event of Default by the Strategic Partner, Grupo Aeroportuario shall deliver a notice (the “Notice of Default”) describing the Event of Default according to the following:

12.2.1 Shall indicate the Section breached of this Agreement;

12.2.2 Shall indicate the actions if any, Grupo Aeroportuario requires from the Strategic Partner to remedy the Event of Default; and

12.2.3 A term of 30 (thirty) days upon receiving the Notice of Default shall be granted to the Strategic Partner to remedy such Event of Default.

Notwithstanding the above, in the event set forth in Section 12.1.6, the Strategic Partner shall have a term of 3 (three) months to remedy the corresponding Event of Default.

12.3 Penalties for Non-Compliance. If the Strategic Partner does not remedy the Event of Default in the form and within the period indicated in the Notice of Default, the Strategic Partner shall lose the right to receive the consideration referred in Section 6.2.1 for the immediate previous year during which the Event of Default occurred as a contractual penalty for the damages caused to Grupo Aeroportuario, for which shall have an obligation to reimburse to the Service Company such amount within the 10 (ten) following calendar days following its request.

12.4 [Intentionally Omitted]

12.5 Grupo Aeroportuario Events of Default. If Grupo Aeroportuario fails to pay the considerations provided in Section 6.2, the Strategic Partner may terminate this Agreement at any time and without any responsibility.

13. Dispute Resolution.

13.1 Arbitration Rules. For the interpretation of this Agreement and to solve any dispute derived therefrom, the Parties expressly and irrevocably agree to submit to the jurisdiction of the Arbitration Court regulated by the arbitration rules (the “Arbitration Rules”) of the International Chamber of Commerce Mexico (“ICC Mexico”); therefore, any dispute arising from or related to this Agreement; and the alleged defaults, termination or validity thereof (“Dispute”), shall be delivered to the other parties through a written request (“Request for Arbitration”) to be solved definitively by arbitration, processed pursuant to the Arbitration Rules of ICC Mexico, except for the special rules established in Section 13 of this Agreement that may amend the Arbitration Rules.

13.2 Arbitral Proceedings. The arbitration procedure shall be carried out and the award issued in Mexico City, United Mexican States, in the Spanish language. Three neutral arbitrators, according to the provisions mentioned below, shall carry out the arbitration procedure. The Strategic Partner shall appoint an arbitrator by mutual agreement and Grupo Aeroportuario shall select another within 15 (fifteen) days following the Arbitration Request, in the understanding that such arbitrators must be of a different nationality than of Grupo Aeroportuario, or the Strategic Partner. The two arbitrators appointed shall appoint by mutual consent the third arbitrator in a term of 15 (fifteen) days following the appointment of the last of the first two arbitrators. The arbitrators shall appoint one arbitrator who will act as President of the Panel within 5 (five) days following the date of their last appointment. If any of the arbitral appointments is not made within the terms established hereby, the ICC Mexico shall perform such appointment upon request of any of the parties. The arbitrators should be able to read, write and speak both English and Spanish and shall be experts in the subject in question. The hearings shall be carried out within 20 (twenty) business days, and the award shall be issued within 60 (sixty) business days, both terms following the appointment of the third arbitrator.

13.3 Specific Performance. In the event of any arbitral procedure according to this Agreement, the parties are authorized to request a competent judge to order specific performance of any obligation that arises from this Agreement, in terms of article 1425 of the Commercial Code as precautionary measures.

13.4 Applicable Laws and Award Enforcement. The arbitrators shall decide the Dispute according to the substantive laws of the United Mexican States. In the event of requiring the enforcement of any award in a different jurisdiction to the United Mexican States, the arbitration agreement and any award hereunder shall be ruled by the United Nations Convention of 1958 regarding the Procedure and Enforcement of Foreign Awards. The written decision of arbitrators, signed by most of them, shall be conclusive and mandatory to the parties. When such award is received, each party shall immediately (i) adopt the action, (ii) perform changes in the conduction of its business or (iii) provide payments or refunds required by the arbitral award. The award may be reviewed and executed before any competent court. Such review shall have the purpose of verifying compliance in the award with the required formalities under the applicable laws.

13.5   Costs Allocation; Award Currency. The party awarded as guilty pursuant this Section 13, shall pay all expenses and costs caused by the arbitration, including any expenses and costs corresponding to the arbitrators and ICC Mexico. Except for the provisions established in the immediately preceding sentence, each of the parties shall cover all expenses and costs incurred by such party in connection with the arbitration proceeding other than those previously mentioned. Any economic award shall be established in United States Dollars and shall be paid in such currency or Mexican currency at the exchange rate prevailing on the payment date, free of any tax or deduction, plus interest thereon calculated as of the non-compliance date or other violation of this Agreement to the date when the award is paid with a just fair interest rate determined by the arbitrators.

13.6  Access to Documents. The non-confidential books and documents of the parties in any arbitration proceeding related to the matters undertaken in the arbitration shall be available to the arbitrator’s examination and to the other parties during the procedure and before the corresponding hearing.

13.7  Successors, Assigns, etc. The arbitral agreement referred in Section 13, shall be binding to successors, assigns, trustees, liquidators or receiver of each party.

14.  Force Majeure.

14.1 Definition of Force Majeure. For purposes of this Agreement, the expression “Force Majeure” means:

14.1.1 Fires, explosions, floods, earthquakes, hurricanes, insurrections, shocks, natural disasters, sabotage, unforeseeable circumstances, war, revolutions, radioactive contamination, toxic or chemical contamination that make impossible the provision of some or all of the services, upon the judgment of a third party appointed by the Strategic Partner and the Service Company, when there is no agreement between the parties; and

14.1.2  Strikes, invasion of the facilities that make impossible the provision of any of the Services, upon the decision of a third party appointed by the Strategic Partner and the Service Company.

14.2    Force Majeure Claim. Suppose the Strategic Partner is completely or partially prevented from complying with its obligations hereunder due to a force majeure event, as soon as acknowledging the event of force majeure. In that case, the Strategic Partner shall deliver a written notice to the Service Company, including:

14.2.1 A description of the Force Majeure event;

14.2.2 A description regarding the obligations whose compliance is affected and as a in consequence thereof describe the services that will be unable to provide;

14.2.3 A description of actions that the Strategic Partner has taken to mitigate such situation, as well as those proposed to remedy them;

14.2.4 A time estimate during which the Strategic Partner will be unable to provide all of the Services and comply fully with its obligations hereunder and because of a Force Majeure event.

14.2.5 An estimate of the costs that Grupo Aeroportuario will incur to remedy the situation and the proposed funding agreements; and

14.2.6 Any other pertinent information related to the event of Force Majeure.

14.3 In the event of Force Majeure pursuant Section 14.1.1, once that the Strategic Partner has delivered the notice mentioned in Section 14.2, shall carry out any action available to order to restore the Services that is unable to provide, in the understanding that if within 3 (three) calendar days following the delivery of such notice, the Strategic Partner does not begin with the information mentioned above, it shall be subject to the provisions of Section 11 of this Agreement.

14.4 In the event of Force Majeure in terms of Section 14.1.2, within the next business day of acknowledging the Force Majeure event and in addition to the provisions of Section14.2 hereof, the Strategic Partner shall submit before the competent judicial or administrative authority, whether federal or local, a written letter requesting the solution of such event, or the corresponding administrative or judicial claim in order for such authority to solve the event to be able to continue to provide the corresponding Services, in the understanding that if within a period of 3 (three) calendar days, the Strategic Partner does not comply with the above, it shall be subject to Section 11 of this Agreement.

14.5  Suspension of the Strategic Partner’s Obligations. Despite any other provision to the contrary contained in this Agreement, the Strategic Partner’s obligations that are different than those provided in this Section 14, should be suspended only and during the time that such obligations are adversely affected by Force Majeure, as long as the Strategic Partner performs all acts required to solve such Force Majeure event.

15. Miscellaneous.

15.1 Notices. Any notice to be delivered from one party to the other hereunder shall be in writing and delivered by certified mail with return receipt, fax, courier, or delivered personally, and shall be deemed made when the recipient party actually receives it. All notices shall be sent to the following addresses of the parties, in the understanding that the same may be charged through notice given to the parties as described in this section:

To the Strategic Partner:

Avenida Patriotismo No. 201, Piso 7

Colonia San Pedro de los Pinos

Alcaldía Benito Juarez,

03800, Ciudad de México, México

Atención: Director General

To the Holding Company and/or the Service Company and/or Licensee Companies:

Avenida Patriotismo No. 201, Piso 5

Colonia San Pedro de los Pinos

Alcaldía Benito Juarez,

03800, Ciudad de México, México

Atención: Director General

15.2   Amendments.

No Amendments to this Agreement shall be effective unless each of the parties agrees upon it in writing.

15.3   Confidentiality.

15.3.1  Each party agrees and shall cause its affiliates, board members, officers, employees, agents, and consultants, to agree to maintain in secret and to not disclose or provide to any other person, directly or indirectly, or use in detriment of Grupo Aeroportuario or any of the parties hereof, any verbal or written information, or any additional information concerning this Agreement, or any other confidential information or related to Grupo Aeroportuario, including but not limited to, the Technical Know-How developed by Grupo Aeroportuario or transferred to the latter, any Technical Information, plans, operations or results, and financial statements (collectively, the “Confidential Information”), except to the extent that any use of such Confidential Information is required to submit or obtain any consent or approval required to perform any contemplated transactions hereunder  or except to the extent that providing or using such Confidential Information is required by law or regarding any legal proceeding. Nothing contained herein shall be interpreted as the granting of a license with respect to such Confidential Information to the receiver thereof.

15.3.2  Notwithstanding the above provisions of Section 15.3.1, any party may disclose any information without any restriction and without the obligation of maintaining the information confidential, as long as (i) the disclosure of such information is made by the provision of any applicable law or according the rules or regulations of any stock market law or exchange systems, (ii) such information becomes generally available to the public, by reason other than the result of any disclosure by such party, or (iii) such information had been generally available on a non-confidential basis, prior to its disclosure by any party; provided, however, that if the disclosure of information is performed by statutory or regulatory provisions, the party that is required to disclose such information shall promptly notify the owner of such information regarding such disclosure in order that such party owner of the information, has the opportunity to obtain mandate or judicial order to protect the confidentiality of its data, or an equivalent remedy. Suppose such mandate or order could not be obtained, and the information is to be disclosed. In that case, the party that will disclose the information may do it without responsibility, as long as it identifies beforehand and in writing delivers to the owner of the information subject to disclosure, and performs its best effort to obtain assurances regarding the treatment of such confidential information by the receiver or receivers thereof.

15.3.3  No party shall disclose Confidential Information to any consultant or third party advisor unless that such consultant or third party advisor agrees in writing to be bound by this confidentiality provisions, and each party and its consultants and third party advisors shall be subject to civil liability and economic damages if they contravene the provisions of this Section 15.3.

15.4 Headings. The headings of Sections hereof are only for reference purposes and shall not limit or in any other way affect the meaning of any provision of this Agreement.

15.5 Severability of Provisions. If one or more of the provisions hereunder or their application to any circumstance is declared invalid, illegal, or not enforceable by any competent authority in any aspect or by any reason, the validity, legality, and binding force of such provisions in any other factor and the remaining provisions of this Agreement, shall not be limited or affected in any way. Also, the parties agree to use its best effort to replace such provision that is invalid, illegal, or not enforceable with a valid, legal and enforceable provision, which shall seek to comply in its best degree with the economic and business purposes and other purposes of the invalid or not enforceable provision.

15.6 Successors, Assignees, etc. Except for this Agreement's provisions, the parties shall not transfer or assign the rights and obligations contained hereunder without the previous consent of the Strategic Partner, the Holding Company and the Service Company.

15.7 Applicable Law. This Agreement shall be governed and enforced according to the Mexican Federal Laws and the Laws applicable in Mexico City.

15.8 Applicable Currency. Except for any provision to the contrary expressly stated in this Agreement, all amounts of money, shall be understood as Mexican pesos.

15.9 Counterparts. This Agreement shall be signed in 8 (eight) counterparts, each of which, when signed, shall be considered as an original, but all shall constitute the same agreement.

15.10 Entire Agreement. Except for other matters that are expressly provided, this Agreement replaces all previous agreements between the Parties regarding the subject matter hereof, and the Parties intend that this Agreement becomes the final expression and complete and exclusive statement of their agreement regarding the subject matter hereof.

[Execution Pages Continue]

THE HOLDING COMPANY or

GRUPO AEROPORTUARIO

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

_____________________________________

Nombre: Ruffo Pérez Pliego del Castillo

Cargo: Apoderado

[Execution page for the Technical Assistance and Transfer of Technology Agreement dated June 14, 2000, amended and rexpressed on December 14, 2020 entered into by and between: Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto De Acapulco, S.A. de C.V., Aeropuerto De Chihuahua, S.A. de C.V., Aeropuerto De Durango, S.A. de C.V., Aeropuerto De Mazatlán, S.A. de C.V., Aeropuerto De Monterrey, S.A. de C.V., Aeropuerto De Reynosa, S.A. de C.V., Aeropuerto De Tampico, S.A. de C.V., Aeropuerto De Torreón, S.A. de C.V., Aeropuerto De San Luis Potosí, S.A. de C.V., Aeropuerto De Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo S.A. de C.V. ; and as the other party, Servicios de Tecnología Aeroportuaria S.A. de C.V.]

THE SERVICE COMPANY

SERVICIOS AEROPORTUARIOS DEL CENTRO NORTE, S.A. DE C.V.

_____________________________________

Nombre: Ruffo Pérez Pliego del Castillo

Cargo: Apoderado

[Execution page for the Technical Assistance and Transfer of Technology Agreement dated June 14, 2000, amended and rexpressed on December 14, 2020 entered into by and between: Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto De Acapulco, S.A. de C.V., Aeropuerto De Chihuahua, S.A. de C.V., Aeropuerto De Durango, S.A. de C.V., Aeropuerto De Mazatlán, S.A. de C.V., Aeropuerto De Monterrey, S.A. de C.V., Aeropuerto De Reynosa, S.A. de C.V., Aeropuerto De Tampico, S.A. de C.V., Aeropuerto De Torreón, S.A. de C.V., Aeropuerto De San Luis Potosí, S.A. de C.V., Aeropuerto De Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo S.A. de C.V. ; and as the other party, Servicios de Tecnología Aeroportuaria S.A. de C.V.]

THE LICENSEE COMPANIES

AEROPUERTO DE ACAPULCO, S.A. DE C.V.,

AEROPUERTO DE CHIHUAHUA, S.A. DE C.V.,

AEROPUERTO DE DURANGO, S.A. DE C.V.,

AEROPUERTO DE MAZATLÁN, S.A. DE C.V.,

AEROPUERTO DE MONTERREY, S.A. DE C.V.,

AEROPUERTO DE REYNOSA, S.A. DE C.V.,

AEROPUERTO DE TAMPICO, S.A. DE C.V.,

AEROPUERTO DE TORREÓN, S.A. DE C.V.,

AEROPUERTO DE SAN LUIS POTOSÍ, S.A. DE C.V.,

AEROPUERTO DE ZACATECAS, S.A. DE C.V.; Y

AEROPUERTO DE ZIHUATANEJO, S.A. DE C.V.

_____________________________________

Nombre: Ruffo Pérez Pliego del Castillo

Cargo: Apoderado

[Execution page for the Technical Assistance and Transfer of Technology Agreement dated June 14, 2000, amended and rexpressed on December 14, 2020 entered into by and between: Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto De Acapulco, S.A. de C.V., Aeropuerto De Chihuahua, S.A. de C.V., Aeropuerto De Durango, S.A. de C.V., Aeropuerto De Mazatlán, S.A. de C.V., Aeropuerto De Monterrey, S.A. de C.V., Aeropuerto De Reynosa, S.A. de C.V., Aeropuerto De Tampico, S.A. de C.V., Aeropuerto De Torreón, S.A. de C.V., Aeropuerto De San Luis Potosí, S.A. de C.V., Aeropuerto De Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo S.A. de C.V. ; and as the other party, Servicios de Tecnología Aeroportuaria S.A. de C.V.]

THE STRATEGIC PARTNER

SERVICIOS DE TECNOLOGÍA AEROPORTUARIA, S.A. DE C.V.

_____________________________________

Nombre: Ricardo Maldonado Yañez

Cargo: Apoderado

_____________________________________

Nombre: José Bernardo Casas Godoy

Cargo: Apoderado

[Execution page for the Technical Assistance and Transfer of Technology Agreement dated June 14, 2000, amended and rexpressed on December 14, 2020 entered into by and between: Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto De Acapulco, S.A. de C.V., Aeropuerto De Chihuahua, S.A. de C.V., Aeropuerto De Durango, S.A. de C.V., Aeropuerto De Mazatlán, S.A. de C.V., Aeropuerto De Monterrey, S.A. de C.V., Aeropuerto De Reynosa, S.A. de C.V., Aeropuerto De Tampico, S.A. de C.V., Aeropuerto De Torreón, S.A. de C.V., Aeropuerto De San Luis Potosí, S.A. de C.V., Aeropuerto De Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo S.A. de C.V. ; and as the other party, Servicios de Tecnología Aeroportuaria S.A. de C.V.]

I, Francisco J. Laguardia, an Expert Translator, certified according to Resolution No. 16-44/2020, dated December 1^st 2020 issued by the Judicial Board, that contains the List of Expert Witnesses authorized to assist the Superior Court of Justice in Mexico City, Mexico, effective from March 8, 2021, hereby do certify that the preceding translation is an accurate and correct translation into the English language of its original text in the Spanish language.

Mexico City, March 29, 2021.

/s/ Francisco J. Laguardia

Francisco J. Laguardia

Expert Translator

EX-12.1

EXHIBIT 12.1

Certification

I, Ruffo Pérez Pliego del Castillo, certify that:

1. I have reviewed this annual report on Form 20-F of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 29, 2022

By:	/s/ Ruffo Pérez Pliego del Castillo
	Ruffo Pérez Pliego del Castillo
	Chief Financial Officer

EX-12.2

EXHIBIT 12.2

Certification

I, Ricardo Dueñas, certify that:

1. I have reviewed this annual report on Form 20-F of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 29, 2022

By:	/s/ Ricardo Dueñas
	Ricardo Dueñas
	Chief Executive Officer

EX-13.1

EXHIBIT 13.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Company”), does hereby certify to such officer’s knowledge that:

The annual report on Form 20-F for the year ended December 31, 2021 (the “Form 20-F”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 29, 2022	By:	/s/ Ricardo Dueñas
	Name:	Ricardo Dueñas
	Title:	Chief Executive Officer
Dated: April 29, 2022	By:	/s/ Ruffo Pérez Pliego del Castillo
	Name:	Ruffo Pérez Pliego del Castillo
	Title:	Chief Financial Officer

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2021 shares
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	1-33168
Entity Registrant Name	Central North Airport Group
Entity Central Index Key	0001378239
Document Period End Date	Dec. 31, 2021
Amendment Flag	false
Entity Incorporation, State or Country Code	O5
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Address, Address Line One	Plaza Metrópoli Patriotismo
Entity Address, Address Line Two	Piso 5 Av. Patriotismo 201 Col. San Pedro de los Pinos
Entity Address, City or Town	Benito Juárez
Entity Address, Country	MX
Entity Interactive Data Current	No
Document Accounting Standard	International Financial Reporting Standards
Auditor Name	Galaz, Yamazaki, Ruíz, Urquiza, S.C.
Auditor Firm ID	1130
Auditor Location	Mexico
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
ICFR Auditor Attestation Flag	true
Business Contact [Member]
Contact Personnel Name	Ruffo Pérez Pliego del Castillo
Entity Address, Address Line One	Plaza Metrópoli Patriotismo
Entity Address, Address Line Two	Piso 5 Av. Patriotismo 201 Col. San Pedro de los Pinos
Entity Address, City or Town	Benito Juárez
Entity Address, Country	MX
City Area Code	52
Contact Personnel Email Address	rperezpliego@oma.aero
Local Phone Number	81 8625 4300
Series B Class I
Entity Common Stock, Shares Outstanding	336,403,425
ADS
Security Exchange Name	NASDAQ
Title of 12(b) Security	American Depositary Shares (ADSs) each representing 8 Series B shares
Trading Symbol	OMAB
Series B
Security Exchange Name	NASDAQ
Title of 12(b) Security	Series B shares
Trading Symbol	OMAB
Series BB Class I
Entity Common Stock, Shares Outstanding	49,766,000

XML

Consolidated Statements of Financial Position $ in Thousands, $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Assets:
Cash and cash equivalents	$ 292,525	$ 5,987,164	$ 2,958,804	$ 3,429,873
Accounts receivable, net	53,044	1,085,670	833,643	757,756
Recoverable taxes	13,465	275,600	542,365	295,768
Advance Payment for constructions to related parties	10,920	223,498	214,209	181,989
Advance Payments to contractors	7,923	162,165	115,233	102,776
Other accounts receivable and prepaid expenses	2,068	42,333	66,575	42,742
Total current assets	379,946	7,776,430	4,730,829	4,810,904
Non-current assets:
Property, leasehold improvements and equipment, net	133,105	2,724,296	2,700,469	2,647,101
Investment in airport concessions, net	570,703	11,680,684	10,229,656	9,267,111
Rights of use of leased assets, net	9,632	197,131	178,247	210,788
Other assets, net	2,257	46,196	34,621	44,053
Deferred income taxes	22,690	464,404	317,758	297,004
Total non-current assets	738,387	15,112,711	13,460,751	12,466,057
Total assets	1,118,332	22,889,141	18,191,580	17,276,961
Current liabilities:
Short-term debt	131,918	2,700,000
Current portion of long-term debt			3,013,502	36,851
Current portion of major maintenance provision	33,849	692,788	443,570	151,554
Current portion of financial leases	1,433	29,332	26,553	72,320
Trade accounts payable	10,417	213,207	204,048	196,791
Payable taxes and other accrued expenses	48,754	997,854	370,188	590,262
Accounts payable to related parties	13,155	269,249	167,704	187,515
Total current liabilities	239,526	4,902,430	4,225,565	1,235,293
Non-current liabilities:
Long-term debt	244,128	4,996,622	1,496,886	4,506,758
Major maintenance provision	51,250	1,048,945	874,415	802,342
Guarantee deposits	16,716	342,120	350,738	387,656
Labor obligations	6,312	129,199	115,691	106,160
Financial leases	9,547	195,404	168,210	148,540
Deferred income taxes	1,768	36,189	133,828	202,717
Total non-current liabilities	329,721	6,748,479	3,139,768	6,154,173
Total liabilities	569,247	11,650,909	7,365,333	7,389,466
Commitment and contingencies
Shareholders' equity
Common stock	14,549	297,782	300,822	301,739
Additional paid-in capital	1,455	29,786	29,786	29,786
Total Contributed capital	16,004	327,568	330,608	331,525
Reserve for repurchase of shares	50,236	1,028,188	1,500,000	1,257,454
Retained earnings	474,034	9,702,141	8,824,666	8,121,937
Accumulated other comprehensive loss	(95)	(1,936)	(4,933)	4,194
Total Earned capital	524,175	10,728,393	10,319,733	9,383,585
Controlling interest	540,179	11,055,961	10,650,341	9,715,110
Non-controlling interest	8,906	182,271	175,906	172,385
Total shareholders' equity	549,084	11,238,232	10,826,247	9,887,495
Total liabilities and shareholders' equity	$ 1,118,332	$ 22,889,141	$ 18,191,580	$ 17,276,961

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Consolidated Statements of Income and Other Comprehensive Income $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 MXN ($) $ / shares shares	Dec. 31, 2020 MXN ($) $ / shares shares	Dec. 31, 2019 MXN ($) $ / shares shares
Revenues:
Aeronautical services	$ 257,863	$ 5,277,728	$ 2,942,558	$ 5,752,662
Non-aeronautical services	80,782	1,653,379	1,171,039	1,819,605
Construction services	87,403	1,788,903	1,253,869	954,834
Total revenues	426,048	8,720,010	5,367,466	8,527,101
Operating costs and expenses:
Cost of services, excluding depreciation and amortization	38,213	782,107	765,958	954,207
Major maintenance provision	25,048	512,653	392,531	292,324
Cost of construction	87,403	1,788,903	1,253,869	954,834
Administrative expenses	28,658	586,542	518,059	542,664
Right to use airport facilities	15,630	319,906	199,202	363,561
Technical assistance fees	6,525	133,558	81,164	150,108
Depreciation and amortization	23,805	487,230	435,344	415,252
Other income, net	(62)	(1,278)	(129)	(1,155)
Total operating costs and expenses	225,220	4,609,621	3,645,998	3,671,795
Operating income	200,828	4,110,389	1,721,468	4,855,306
Interest expense	25,244	516,676	420,499	376,008
Interest income	(6,326)	(129,479)	(111,889)	(171,236)
Exchange loss, net	(5,502)	(112,617)	(79,522)	50,878
Total non-operating loss	13,416	274,580	229,088	255,650
Income before income taxes	187,412	3,835,809	1,492,380	4,599,656
Income tax expense	47,499	972,179	394,501	1,372,222
Consolidated net income for the year	139,913	2,863,630	1,097,879	3,227,434
Items that will not be subsequently reclassified to profit or loss:
Actuarial gain (loss) on labor obligations	209	4,281	(13,039)	(12,834)
Income tax relating to actuarial loss (gain) on labor obligations	(63)	(1,284)	3,912	3,850
Total other comprehensive income (loss)	146	2,997	(9,127)	(8,984)
Total comprehensive income for the year	140,060	2,866,627	1,088,752	3,218,450
Consolidated net income attributable to:
Controlling interest	139,602	2,857,265	1,094,358	3,219,798
Non-controlling interest	311	6,365	3,521	7,636
Comprehensive income attributable to:
Controlling interest	139,749	2,860,262	1,085,231	3,210,814
Non-controlling interest	$ 311	$ 6,365	$ 3,521	$ 7,636
Basic earnings per share of controlling interest | (per share)	$ 0.35921	$ 7.35206	$ 2.8038	$ 8.1984
Diluted earnings per share of controlling interest | (per share)	$ 0.35921	$ 7.35206	$ 2.8038	$ 8.1984
Weighted average shares outstanding	388,634,783	388,634,783	390,313,970	392,736,827

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Consolidated Statements of Changes in Shareholder' Equity $ in Thousands, $ in Thousands	Common stock MXN ($) shares	Additional paid-in capital MXN ($)	Total contributed capital MXN ($)	Reserve for repurchase of shares MXN ($)	Retained earnings MXN ($)	Accumulated other comprehensive income MXN ($)	Total earned capital MXN ($)	Total controlling interest MXN ($)	Total non-controlling interest MXN ($)	USD ($)	MXN ($)
Balances at Dec. 31, 2018	$ 303,394	$ 29,786	$ 333,180	$ 1,466,016	$ 6,534,804	$ 13,178	$ 8,013,998	$ 8,347,178	$ 164,749		$ 8,511,927
Balances (in shares) at Dec. 31, 2018 | shares	393,446,466
Repurchase of shares, net	$ (1,655)		(1,655)	(242,546)			(242,546)	(244,201)			(244,201)
Repurchase of shares, net (in shares) | shares	(2,145,651)
Dividends paid					(1,598,681)		(1,598,681)	(1,598,681)			(1,598,681)
Increase in reserve for repurchase of shares				33,984	(33,984)
Consolidated comprehensive income					3,219,798	(8,984)	3,210,814	3,210,814	7,636		3,218,450
Balances at Dec. 31, 2019	$ 301,739	29,786	331,525	1,257,454	8,121,937	4,194	9,383,585	9,715,110	172,385		9,887,495
Balances (in shares) at Dec. 31, 2019 | shares	391,300,815
Repurchase of shares, net	$ (917)		(917)	(149,083)			(149,083)	(150,000)			(150,000)
Repurchase of shares, net (in shares) | shares	(1,189,259)
Increase in reserve for repurchase of shares				391,629	(391,629)
Consolidated comprehensive income					1,094,358	(9,127)	1,085,231	1,085,231	3,521		1,088,752
Balances at Dec. 31, 2020	$ 300,822	29,786	330,608	1,500,000	8,824,666	(4,933)	10,319,733	10,650,341	175,906		10,826,247
Balances (in shares) at Dec. 31, 2020 | shares	390,111,556
Repurchase of shares, net	$ (3,040)		(3,040)	(471,812)			(471,812)	(474,852)			(474,852)
Repurchase of shares, net (in shares) | shares	(3,942,131)
Dividends paid					(1,979,790)		(1,979,790)	(1,979,790)			(1,979,790)
Consolidated comprehensive income					2,857,265	2,997	2,860,262	2,860,262	6,365	$ 140,060	2,866,627
Balances at Dec. 31, 2021	$ 297,782	$ 29,786	$ 327,568	$ 1,028,188	$ 9,702,141	$ (1,936)	$ 10,728,393	$ 11,055,961	$ 182,271	$ 549,084	$ 11,238,232
Balances (in shares) at Dec. 31, 2021 | shares	386,169,425

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Consolidated Statements of Cash Flows $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Cash flows from operating activities:
Income before income taxes	$ 187,412	$ 3,835,809	$ 1,492,380	$ 4,599,656
Adjustments for:
Depreciation and amortization	23,805	487,230	435,344	415,252
Major maintenance provision	25,048	512,653	392,531	292,324
Increase (decrease) in allowance for doubtful accounts	32	646	18,342	(241)
Gain on sales of property and equipment	(74)	(1,520)	(5,380)	(1,162)
Present value of major maintenance provision	5,577	114,137	75,262	23,157
Interest income	(6,326)	(129,479)	(111,889)	(171,236)
Interest expense	19,667	402,538	345,237	352,851
Exchange differences	(4,149)	(84,916)	(72,253)	44,007
Profit (loss) after adjustments	250,992	5,137,098	2,569,574	5,554,608
(Increase) decrease trade accounts receivable, net	(12,345)	(252,673)	(94,229)	(60,949)
(Increase) decrease recoverable tax	13,034	266,765	(246,597)	(183,103)
(Increase) decrease of repayment for contractors, other accounts receivable and prepaid expenses	693	14,175	(16,576)	(25,156)
Increase (decrease) trade accounts payable	(1,583)	(32,374)	7,384	(26,880)
(Decrease) increase payable taxes and other accrued expenses	(4,813)	(98,515)	48,472	41,367
Income taxes paid	(24,016)	(491,542)	(747,867)	(1,324,834)
Increase (decrease) related parties, net	4,777	97,780	(72,554)	(42,276)
Major maintenance provision	(9,920)	(203,042)	(103,704)	(305,133)
Increase guarantee deposits and labor obligations	448	9,172	(40,425)	88,880
Net cash flows from operating activities	217,267	4,446,844	1,303,478	3,716,524
Cash flows from investment activities:
Acquisition of property improvements	(4,951)	(101,333)	(157,992)	(57,103)
Other non-current assets			(65)	(753)
Proceeds from sale of property and equipment	74	1,520	5,380	1,162
Acquisition of improvements in concessioned assets	(89,145)	(1,824,557)	(1,283,642)	(1,086,426)
Other investments held to maturity				19,657
Interest received	6,326	129,479	111,889	171,236
Net cash flows used by investing activities	(87,696)	(1,794,891)	(1,324,430)	(952,227)
Cash flow from financing activities:
Borrowing of short term debt	131,918	2,700,000
Payment of long-term debt	(682)	(13,967)	(42,592)	(40,790)
Issuance of debt securities	171,005	3,500,000
Amortization of debt securities	(146,576)	(3,000,000)
Debt issuance costs	(628)	(12,859)
Repurchase of shares	(23,201)	(474,852)	(150,000)	(244,201)
Loans obtained from related parties			41,895	14,700
Loans repaid to related parties	(359)	(7,350)
Interest paid	(17,800)	(364,324)	(320,866)	(327,309)
Dividends paid	(96,730)	(1,979,790)		(1,598,681)
Financial leases payments	(2,667)	(54,589)	(57,325)	(50,180)
Net cash used by financing activities	14,280	292,269	(528,888)	(2,246,461)
Net increase (decrease) in cash and cash equivalents	143,851	2,944,222	(549,840)	517,836
Effects of exchange rate changes on the foreign currency cash balance	4,111	84,138	78,771	(46,865)
Cash and cash equivalents at the beginning of the year cash balance	144,563	2,958,804	3,429,873	2,958,902
Cash and cash equivalents at the end of the year	292,525	5,987,164	2,958,804	3,429,873
Non cash investing activities which are not reflected in the consolidated statements of cash flows:
Acquisition of property, leasehold improvements and equipment, including finance leases			250	593
Acquisition of other assets				265
Acquisition of improvements in concessioned assets	$ 2,879	$ 58,925	$ 29,342	$ 29,068

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Nature of business operations

12 Months Ended

Dec. 31, 2021

Nature of business operations

Nature of business operations

1.           Nature of business operations

Operations

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. (“GACN” or the “Company”), is a subsidiary of Servicios de Tecnología Aeroportuaria, S. A. de C.V. (“SETA”). GACN is a holding company, whose subsidiaries are engaged in the administration, operation, and use of 13 airports under a concession granted by the Mexican Government through the Ministry of Infrastructure, Communications and Transportation. The airports are located in the following cities: Monterrey, Acapulco, Mazatlán, Zihuatanejo, Ciudad Juárez, Reynosa, Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón, and Zacatecas. The Company also generates revenue from hotel services provided by Consorcio Grupo Hotelero T2, S.A. de C.V. (the Terminal 2 NH Hotel) and Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V. (the Hilton Garden Inn Hotel), located at Terminal 2 of the Mexico City International Airport and at Monterrey International Airport, respectively.

The address of the Company’s corporate office is Patriotismo #201, 5th Floor, San Pedro de los Pinos, Mexico City, Zip Code 03800.

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Significant events

12 Months Ended

Dec. 31, 2021

Significant events

Significant events

2.           Significant events

OMA21V and OMA21-2 GACN Notes Issuance

On April 16, 2021, GACN announces the successful completion of its issuance of Ps.3,500,000 in long-term notes in the Mexican market through two tranches issued jointly as part of a program to issue long-term (“the Issuances”). One of the tranches was placed as a Green Bond. The issuances are the following:

● Ps.1,000,000 in 5-year Green Notes (ticker: OMA21V) at a variable rate of TIIE 28 + 75 basis points. The Green Notes pay interest every 28 days, and principal amount will be paid at maturity on April 10, 2026.

● Ps.2,500,000 in 7-year Notes (ticker: OMA21-2) at a fixed rate of 7.83%. The notes pay interest every 182 days, and principal amount will be paid at maturity on April 7, 2028.

The proceeds were used for the early redemption of Ps.3,000,000 of 7-year debt securities that were issued on June 16, 2014, and will be used to finance eligible green projects, such as solar generation and energy efficiency projects.

Dividend payments

Pursuant to the resolutions adopted at the Annual Ordinary Stockholders’ Meeting held on April 21, 2021, the Board of Directors determined the payment of a dividend in the amount of Ps.2,000,000,000 to be paid in a single exhibition in the amount of 5.126738671 pesos per share. The payment date was December 14, 2021, upon delivery of coupon number 3.

On January 7, 2022, in accordance with the resolutions adopted by its General Ordinary and Extraordinary Shareholders’ Meeting, held on December 22, 2021, the Board of Directors with the power delegated by the Shareholders’ Meeting, determined the payment of a cash dividend of Ps.4,370,000,000 to be paid in a single installment of Ps.11.201923995 per share. The payment date was January 19, 2022, upon delivery of coupon number 4.

Tender offer

On July 7, 2021, Aerodrome Infrastructure S.à r.l. (Aerodrome), an affiliated of SETA, settled the simultaneous tender offer in Mexico and in the United States of America, for the shares of GACN fully subscribed and paid-in capital stock (the “Offer”). Consequently, Aerodrome acquired 60,155,201 series B ordinary shares, nominative and without par value, of GACN fully subscribed and paid-in capital stock, which represents 15.4% of the Company’s outstanding capital stock. As a result of the foregoing, SETA and Aerodame, indirectly own 30.1% of the Company’s outstanding capital stock.

Issuance of Treasury Stock

At the Ordinary General Shareholders’ Meeting held on June 11, 2021, the shareholders approved to carry out the issuance of 49,766,000 (forty-nine million seven hundred sixty-six thousand) unsubscribed and unpaid Series B Shares to be kept in the treasury of the Company, exclusively to cover the possible conversion of the Series BB Shares owned by SETA into Series B shares, in case of default under certain financing agreements to which SETA and Aerodrome are parties. Neither such issuance nor its potential conversion will result in any dilution to GACN’s shareholders.

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Basis of presentation and consolidation

12 Months Ended

Dec. 31, 2021

Basis of presentation and consolidation

Basis of presentation and consolidation

3.           Basis of presentation and consolidation

a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), including amendments and interpretations, as issued by the International Accounting Standards Board (IASB).

b)Consolidated statement of financial position

According to the requirements of the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), GACN must present as part of its basic consolidated financial statements, a third year in the consolidated statement of financial position.

c)Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis; notwithstanding, fair value is disclosed in certain cases. In addition, the Company determines the fair value of certain financial instruments for disclosures purposes.

i. Historical cost

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

ii. Fair value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope IAS 2, and valuations that have some similarities to fair value but are not fair value, such as the value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

● Level 1: Inputs are quoted prices for identical assets or liabilities that the Company can access at the measurement date.

● Level 2: Inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

● Level 3: Inputs are unobservable inputs for the asset or liability.

d)Impact of Covid 19

On March 11, 2020, the World Health Organization (WHO) declared a new strain of coronavirus (COVID-19) as a pandemic. COVID-19 resulted in travel restrictions imposed by governments of various countries, flight cancellations, and a marked decrease in demand for air travel by passengers, both domestically and internationally. In 2020, the Company had a 52.3% decrease in passengers compared to 2019. During 2021, the Company had a significant recovery in the level of passengers transported of 63%. Likewise, the Company's total revenues and operating income increased 62% and 139% respectively in 2021.

e)Going concern

The consolidated financial statements have been prepared by management assuming that the Company will continue to operate as a going concern.

Derived from the uncertainty and duration of this pandemic, the Company analyzed, among others, the following considerations to determine that it will continue to operate as a going concern.

● Despite the fact that COVID-19 has had a significant impact on the airline industry, by strongly reducing the demand for airline tickets and causing a consequent reduction in the capacity of seats offered by airlines, the Company generated a net income of Ps.2,863,630 and Ps.1,097,879, in 2021 and 2020, respectively.

● The recovery is expected to continue in subsequent years, which will translate into an increase in the Company's revenue and profit levels.

● Management considers that liquidity levels are healthy, and the Company's leverage is low.

● The Company's credit ratings have not been downgraded since the beginning of the pandemic and as of the date of this report remain at the same level as they were in March 2020.

● Management considers that it has adequate access to sources of capital and estimates that with the generation of resources from operations and its cash level, it will allow the Company to meet its operating, investment, and debt obligations.

Therefore, management believes that the Company will continue as a going concern for the foreseeable future.

f)Convenience translation

Solely for convenience of readers, peso amounts included in the consolidated financial statements as of December 31, 2021, and for the year then ended have been translated into U.S. dollar amounts at the exchange rate of Ps.20.4672 pesos per U.S. dollar, as published by Banco de México, Such translation should not be construed as a representation that the Mexican peso amounts have been, could have been or could, in the future, be converted into U.S. dollars at such rate or any other rate.

g)Reporting and functional currency

The Mexican peso, legal currency of the United Mexican States is the currency in which the consolidated financial statements are presented (reporting currency) and the Company’s functional currency. Transactions in currencies other than the peso are recorded in accordance with established policies described in note 4 b.

h)Consolidated statements of income and other comprehensive income

The Company chose to present the consolidated statement of income and other comprehensive income in a single statement, as well as presenting operating income in such statement in accordance with practices in the industry. Costs and expenses were classified according to their nature.

i)Statement of Cash Flows

The Company presents the cash flows from operating activities using the indirect method, in which the profit or loss is adjusted to reflect the effect of transactions that do not require cash flow, including those associated with investment or financing activities.

j)Principles of consolidation

The consolidated financial statements incorporate the financial statements of GACN and its subsidiaries. Control is achieved when GACN or its subsidiaries:

● Have power over the investee.

● Are exposed, or have rights, to variable returns from involvement with the investee; and

● Have the ability to use their power to affect their returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

● The percentage of the Company’s holding of voting rights relative to the percentage and dispersion of holdings of the other vote holders.

● Potential voting rights held by the Company, other vote holders or other parties.

● Rights arising from other contractual arrangements; and

● Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of income and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

The income and each component of other comprehensive income are attributed to the Company’s owners and to the non-controlling interests.

The non-controlling interests in equity of subsidiaries are presented separately as non-controlling interests in the consolidated statements of financial position, within the shareholders’ equity section, and the consolidated statements of income and other comprehensive income.

The financial statements of companies that are included in the consolidation are prepared as of December 31 of each year. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Note 11 sets forth the entities that are consolidated on the financial statements and the information related thereto.

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Significant accounting policies

12 Months Ended

Dec. 31, 2021

Significant accounting policies

Significant accounting policies

4.           Significant accounting policies

The consolidated financial statements are prepared in accordance with IFRS. Preparation of financial statements under IFRS requires the Company’s management to make certain estimates and use assumptions to value certain of the items in the consolidated financial statements as well as their related disclosures required therein. The areas with a high degree of judgment and complexity or areas where assumptions and estimates are significant in the consolidated financial statements are described in note 5. The estimates are based on information available at the time the estimates are made, as well as the best knowledge and judgment of management based on experience and current events. However, actual results could differ from those estimates. The Company has implemented control procedures to ensure that its accounting policies are appropriate and are properly applied. Although actual results may differ from those estimates, the Company’s management believes that the estimates and assumptions used were adequate under the circumstances.

The consolidation requirements, accounting policies and valuation methods used in preparing the consolidated financial statements as of and for the year ended December 31, 2021, were the same as those applied in the consolidated financial statements for 2020 and 2019, except for the standards and interpretations described in paragraph (a) (I) included below, which were applicable to the Company and were effective during 2021.

a. Adoption of new and revised International Financial Reporting Standards

I. Application of new and modified International Financing Reporting Standards (“IFRSs” or “IAS”) that are mandatorily effective for the accounting period beginning on or after 2021

i. Impact of the initial application of Interest Rate Benchmark Reform (amendments to IFRS 9, IAS 39 and IFRS 7. )

In the current year, the Company adopted Phase 2 amendments Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from the Interbank Offered Rate (IBOR) to alternative benchmark interest rate (also referred to as “risk-free rate” or RFRs) without given rise to accounting impacts that would not provide useful information to users of financial statements.

The Company’s management determined that the application of these amendments did not have a material impact on the consolidated financial statements.

ii. Impact of the initial application of Covid-19-Related Rent Concessions Amendment to IFRS 16

In the prior year, the Company early adopted Covid19-Related Rent Concessions (amendment to IFRS 16) that provided practical relief to lessees in accounting for rent concessions occurring as a direct consequence of COVID-19, by introducing a practical expedient to IFRS 16.

In March 2021, the IASB issued Rent Concessions related to COVID-19 after June 30, 2021 (amendment to IFRS 16). When the IASB issued amendments to IFRS 16 in May 2020, the lessor was allowed to apply the practical expedient of the rent concession for any reduction in lease payments affecting the original payments before or at June 30, 2021. Due to the nature of the COVID-19 pandemic, the amendment extended a practical expedient to apply those original payments on or before June 30, 2022.

The Company’s management determined that the application of these amendments did not have a material impact on the consolidated financial statements, since it did not receive rent concessions in the period.

II. New and modified IFRS Standards in issue but not yet effective

At the date of authorization of these financial statements, the Company has not applied the following new and modified IFRS Standards that have been issued but are not yet effective:

IFRS 10 and IAS 28 (amendments)	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (3)
Amendments to IAS 1	Classification of Liabilities as Current or Non-current. (2)
Amendments to IFRS 3	Reference to the Conceptual Framework (1)
Amendments to IAS 16	Property, Plant and Equipment—Proceeds before Intended Use (1)
Amendments to IAS 37	Onerous Contracts – Cost of Fulfilling a Contract (1)
Annuals Amendments a IFRS cycle del 2018 – 2020	Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards (2), IFRS 9 (1) Financial Instruments, IFRS 16 Leases (3).
Amendments to IAS 1 and IFRS Practice Statements 2	Disclosure of accounting policies (3).
Amendments to IAS 8	Definition of accounting estimates (2).
Amendments to IAS 12	Deferred taxes related to assets and liabilities arising from a single transaction (2).

1) Effective for annual periods beginning on the January 1, 2022

2) Effective for annual periods beginning on January 1, 2023

3) Effective day has not yet been defined by the IASB.

Management does not expect that the adoption of these and modifications will have a significant impact on the consolidated financial statements of the Company.

b. Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate in effect at the date of the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the exchange rate prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange fluctuations are recorded in profit or loss, except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.

c. Cash and cash equivalents

Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal value and cash equivalents are measured at fair value.

d. Financial instruments

Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All purchases or sales of financial assets in the ordinary course of business are recognized and derecognized on a trade date basis. Purchases or sales in the ordinary course of business are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

As of December 31, 2021, 2020 and 2019, all of the Company’s financial assets have been recognized at amortized cost.

i) Amortized cost and effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and amounts paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.

ii) Financial assets at fair value through other comprehensive income (FVTOCI)

Financial assets at fair value through other comprehensive income are those whose business model is based on obtaining contractual cash flows and selling financial assets, in addition to their contractual conditions giving rise, on specified dates, to cash flows that they are only payments of the principal and interest on the outstanding principal amount. As of December 31, 2021, the Company does not have financial assets at fair value through other comprehensive income.

iii) Financial assets at fair value through profit or loss (FVTPL)

Financial assets are classified at fair value through profit or loss when the financial asset is held for trading, or it is designated as fair value through profit or loss. As of December 31, 2021, 2020 and 2019, the Company does not have financial assets at fair value through profit.

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost or at FVTOCI, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company recognizes lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, including general economic conditions.

For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial

recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

i) Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

● When there is a breach of financial covenants by the debtor; or

● The information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).

Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

ii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.

iii) Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or bankruptcy proceedings. Any recoveries made are recognized in profit or loss.

iv) Measurement and recognition of expected credit losses

According to IFRS 9, the Company recognize a provision of expected credit losses in the financial assets such as trade receivables and other financial assets. The expected credit losses on these financial assets are estimated from the initial recognition of the asset at each reporting date, using as a reference the past experience of the Company’s credit losses, adjusted for factors that are specific to the debtors or groups of debtors, the general economic conditions and an assessment of both, management and conditions existing as of the reporting date, including the time value of money where appropriate.

The measurement of expected credit losses is a function of the probability of default, loss due to a default (i.e., the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss due to a default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.

Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expires, or when it transfers to another entity the financial asset and substantially all the risks and rewards of ownership of the asset.

On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

The Company records a reserve for the repurchase of shares from amounts appropriated from retained earnings, to strengthen the supply and demand of its shares in the stock market, as permitted by Mexican Securities Law. The shareholders’ meeting authorizes the maximum disbursement for the repurchase of shares to be used for this activity in each period between said meeting and the following, in which the application of results is approved and made.

At the time of a purchase, shares are converted into treasury shares and become part of the shareholders’ equity at the purchase price; one part of the capital stock to the historical value, and the remainder to the reserve to repurchase shares.

Financial liabilities

All financial liabilities are measured subsequently at amortized cost using the effective interest method or at FVTPL.

Other financial liabilities

Other financial liabilities, including loans, bond issuances and debt with lenders and trade creditors and other payables are valued initially at fair value, represented generally by the consideration transferred, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in results.

When a financial liability measured at amortized cost is modified without a derecognition, the Company recognizes a gain or loss in the modification, which is calculated as the difference between the amortized cost at the date of the refinancing and the cash flows with the new terms of financing discounted at the effective interest rate of the original debt. In addition, when the Company refinancing the transaction and the previous liability qualifies to be derecognized, the costs incurred in the refinancing are recognized immediately in results at the date of the termination of the previous financial liability.

e. Property, leasehold improvements and equipment, net

Expenditures for property, leasehold improvements and equipment acquired are carried at acquisition cost. Depreciation is recognized so as to write off the cost or deemed cost of assets (other than freehold land and properties under construction). Depreciation of property, leasehold improvements and equipment is calculated using the straight-line method over the useful life of the asset. Depreciation begins in the month in which the asset is placed in service. The useful lives of assets are as follows:

	Useful
	Life (years)
Improvement in leased assets	20
Machinery and equipment	10
Furniture and office equipment	10
Transportation equipment	4
Computer equipment	3.3

The depreciation of property, leasehold improvements and equipment is recorded in results.

Disposal of assets

The gain or loss on the sale or retirement of an item of property and equipment is calculated as the difference between the proceeds from the sale and the carrying value of the asset and is recognized in income when all risks and rewards of ownership of the asset is transferred to the buyer, which generally occurs when ownership of the asset is transferred to the buyer.

Replacements or renewals of a component of property or equipment that extend the useful life of the asset, or its economic capacity are recognized as an increase to property and equipment, with the subsequent write-off or derecognition of the assets replaced or renewed.

Construction in progress for leasehold improvement

Construction in progress for leasehold improvement is carried at cost less any recognized impairment loss. Cost includes professional fees and, in the case of qualifying assets, borrowing costs capitalized in accordance with the Company’s accounting policy. Such properties are transferred to the appropriate categories of property and equipment when completed and ready for intended use. The depreciation of these assets, as well as other properties, begins when the assets are ready for use.

Subsequent costs

Subsequent costs form part of the value of the asset or are recognized as a separate asset only when it is probable that such disbursement represents an increase in productivity, capacity, efficiency or an extension of the life of the asset and the cost of the item can be determined reliably. All other expenses, including repairs and maintenance are recognized in comprehensive income as incurred.

f. Leases

-    As lessor

Leases for which the Company is a lessor are classified as financial leases or operating leases. Whenever the terms of the lease transfer substantially all risks and rewards of ownership in the lessee, the contract is classified as a financial lease. All other leases are classified as operating leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

-    As lessee

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise in:

● Fixed payments, (including in-substance fixed payments; ), less any lease incentives receivable.

● Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.

● The amount expected to be payable by the lessee under a residual value guarantee.

● The exercise price of purchase options if the lessee is reasonably certain to exercise the options, and

● Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

-      The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

-      The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

-      A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The Company did not make any such adjustments during the periods presented.

Right-of-use assets

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfer’s ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the “Property, Plant and Equipment’ policy.

g. Guarantee deposits

Guarantee deposits correspond to amounts received from lessees to guarantee performance under the lease. They are recorded at cost and are either returned to tenants at the end of the lease term or recognized against services unpaid by tenants.

Additionally, certain agreements were entered into with airlines, which established escrow deposits paid by the airlines to guarantee their obligation for payment of the amounts collected from passengers for the Airport Use Fee (Tarifa de Uso de Aeropuertos or “TUA”) and other airport services.

If the payment obligations are not met, the Company may immediately exercise the guarantees and utilize the funds. The aforementioned escrow deposits are recorded at cost.

h. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets is substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

i. Investment in airport concessions

This item consists of the rights paid to manage, operate and, in certain cases make capital investments to 13 airports based on a concession granted by the Mexican Government through the Ministry of Infrastructure, Communications and Transportation, and to use their facilities, for a 50-year term.

Investment in concessions includes the rights to use airport facilities of airport concessions and improvements to concessioned assets and represents the amount granted by the Ministry of Infrastructure, Communications and Transportation to each airport concessions, plus improvements made to each individual concession since the time of grant.

Under all concession arrangements, (i) the grantor controls or regulates what services the Company must provide with the infrastructure, to whom it must provide them, and at what price; and (ii) the grantor controls, through ownership, any significant residual interest in the infrastructure at the end of the term of the arrangement. Accordingly, the Company classifies the assets derived from the construction, administration and operation of the service concession arrangements either as intangible assets, financial assets (accounts receivable) or a combination of both.

The Company classifies its concessioned assets as an intangible asset, including its improvements.

An intangible asset results when the operator constructs or makes improvements and is allowed to operate the infrastructure for a fixed period after construction is complete, in which the future cash flows of the operator have not been specified, because they may vary depending on the use of the asset and are therefore considered contingent. The cost of financing incurred during the construction period is capitalized.

Investments in airport concessions are amortized on a straight-line basis over the term of the concession, which is until 2048, or from the date of capitalization of additions or improvements considering the remaining term of the concession.

Revenues and costs related to construction or improvements to intangible assets subject to the Company’s airport concession with the government are recognized as revenue based on the percentage of completion method associated with the related construction costs.

The Company classified current construction projects as part of improvements to concessioned assets in progress (contract assets).

j. Impairment of tangible and intangible assets

Management periodically evaluates the impairment of long-lived assets in order to determine whether there is evidence that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, if any.

Intangible assets with indefinite useful life and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

When an impairment subsequently reverses, the Company reverses a portion, or all of the impairment losses recognized in prior periods. When an impairment loss is reversed, the carrying amount of the asset is increased to the revised estimated value of its recoverable amount, only to the extent that the increased carrying amount does not exceed the carrying amount that would have been calculated if no impairment loss had been initially recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

The Company considers that each airport individually cannot be considered as a “cash generating unit” to determine the extent of the loss impairment, since the tender for the concession was made by the Mexican Government as a package of 13 airports. Therefore, licensees are obligated to operate them regardless of the results generated individually. Considering the above, the evaluation of a possible impairment loss is performed taking into account the net assets of the 13 airports taken as a whole, while the hotels and industrial park are evaluated individually.

k. Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, when it is probable that the Company will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties associated with the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows, (when the effect of the time value of money is material).

The main provision recognized by the Company is for major maintenance for its concessioned assets, which is classified as current or noncurrent based on the estimated time period over which it expects to settle the obligation.

l. Major maintenance provisions

The Company is required to perform major maintenance activities to its airports as established by the concession provided by the Mexican Government, in order to preserve the infrastructure in optimal working condition. The estimated major maintenance costs are considered in the Company’s Master Development Program, which is reviewed and updated every five years. The Company recognizes and measures the contractual obligations of major maintenance of infrastructure when accrued according to IAS 37 (Provisions, Contingent Liabilities and Contingent Assets) and IFRS Interpretation Committee 12 (Service Concession Arrangements), a portion is recorded as short-term and the remainder as long-term depending on the period in which the maintenance is expected to be performed. These contractual obligations to maintain and restore the infrastructure of airports are recognized as a provision in the consolidated statements of financial position and in the expenses of the current fiscal year, pursuant to estimates that are required to comply with the present obligation at the end of the reporting period. When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation. The carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as an expense. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates.

Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions.

In periods following the initial recognition and measurement of the maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a remeasurement of the provision and charged or credited as an operating item within the consolidated statements of income and other comprehensive income.

m. Income taxes

Income tax expense represents the sum of the tax currently and deferred tax. Current tax is determined based on taxable profit, which differs from profit as reported in the consolidated statement of income and other comprehensive income because of items of income or expense that are taxable or deductible in periods different from when they are recognized in accounting profit.

Deferred income taxes are recognized for the applicable temporary differences resulting from comparing the accounting and tax values of assets and liabilities plus any future benefits from tax loss carry forwards. Except as mentioned in the following paragraph, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the expected benefit of tax losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. The Company determined recoverability of its deferred tax assets for each subsidiary based on its projections of future taxable income, which include the Master Development Program and the maximum rates for the period 2021-2025 approved by the Ministry of Infrastructure, Communications and Transportation.

Current and deferred income taxes are recognized as income or expense in profit or net loss, except when they relate to items recognized outside of profit or loss, as in the case of items of other comprehensive income, or other shareholders’ equity items, in which case the tax is recognized in other comprehensive income as part of the equity item involved.

Assets and deferred tax liabilities are offset when a legal right to offset assets with liabilities exists and when they relate to income taxes relating to the same tax authorities and the Company intends to liquidate its assets and liabilities on a net basis.

n. Employee benefits

Short-term employee benefits

A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Certain subsidiaries are subject to payment of statutory employee profit sharing and is recorded in the results of the year in which it is incurred and presented under cost and administrative expenses in the consolidated statements of income and other comprehensive income.

As a result of the Income Tax Law of 2014, as of December 31, 2021, and 2020, the PTU is determined based on taxable income according to section I of article 9 of the same Law.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

Benefits from retirement and termination

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the consolidated financial statements with a charge or credit recognized in other comprehensive income in the period in which they occur.

Remeasurement recognized in other comprehensive income may be reclassified directly to retained earnings but will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

● Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements)

● Net interest expense or income

● Remeasurement

The Company presents the first two components of defined benefit costs in the consolidated statements of income and other comprehensive income in the line items cost of services and administrative expenses. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognized at the earlier of when the Company can no longer withdraw the offer of the termination benefit and when the Company recognizes any related restructuring costs.

o. Revenue recognition

The revenues are recognized at the fair value of the consideration received or receivable, net of any discount. The Company applies a 5-step approach to revenue recognition:

● Step 1: Identify the contract(s) with a customer

● Step 2: Identify the performance obligations in the contract

● Step 3: Determine the transaction price

● Step 4: Allocate the transaction price to the performance obligations in the contract

● Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Under IFRS 15, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.

Revenues are mainly generated from the delivery of aeronautical and non-aeronautical services.

Aeronautical services

Consist mainly of revenues generated from activities related to services provided to airlines and passengers. These revenues are subject to a system of prices regulated by the Ministry of Infrastructure, Communications and Transportation, which establishes a maximum rate for such aeronautical and complementary services provided at each airport. Such revenues are recognized when the related services are rendered.

With the objective of increasing demand for aeronautical traffic at its airports, the Company implemented an incentive program to its airline customers linked to an increase in airline traffic and the opening of new routes, which is subject to certain restrictions. These incentives are recorded as a reduction of revenues over the period they are provided to clients (see note 27).

Non-aeronautical services

Consist mainly of the leasing of commercial spaces in airport terminals (different from spaces occupied by airlines that are essential for their operation), revenues from the operation of parking lots, advertising, fees from access to third parties that provide catering services and other services at airports. Spaces in the airport terminals are rented through operating lease agreements that contain either fixed monthly rent (increased annually based on the National Consumer Price Index (“NCPI”)) or fees based on a minimum monthly fee or a percentage of the monthly income of the lessee, whichever is higher (contingent rent). The fixed portion of lease revenues is recognized when the services are rendered or based on the terms of the related lease.

Contingent rentals received from the percentage of monthly sales from the Company’s leases are recognized in income once the contingency is met. Therefore, during the year, the percentage of lessee monthly revenues is recognized in the following month, once the Company has received information related to its tenants’ revenues. Though each year reported includes twelve months of revenues, this accounting treatment results in a one-month lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee. However, the Company monitors the effect of this one-month lag at each reporting date and does not believe such effect to be material to its reported results.

The Company’s policy for recognition of revenue from operating leases is described in detail, in subparagraph g) of this note (the Company as lessor).

Hotel services revenues

Revenues are recognized when the services are rendered.

Construction services and costs of improvements to concessioned assets

Under IFRIC 12 (Service Concession Arrangements), the Company recognizes revenues and costs for improvements to the airport concession according to the percentage of completion method derived from the improvements made to the airports and that are included in the Master Development Program. Construction service revenues related to the airport concession are determined based on the exchange between the Company and the government, as the Company constructs or improves the airports based on the Master Development Program, and the government grants the Company the right to obtain revenues from the airport services rendered in return for those construction services.

The cost for construction services is determined according to the cost the Company would incur in the construction or improvements based on the investments included in the Master Development Program, for which, through a tender offer, the Company contracts third parties to perform. The revenue amount and cost are equivalent because the Company does not obtain any profit margin for the construction and consider that the costs incurred are paid at market prices.

p. Basic and diluted earnings per share

Basic earnings per share are computed by dividing net income of the controlling interest by the weighted average number of common shares outstanding during the year. The Company does not have potentially dilutive shares

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Critical accounting judgments and key sources of estimation uncertainty

12 Months Ended

Dec. 31, 2021

Critical accounting judgments and key sources of estimation uncertainty

Critical accounting judgments and key sources of estimation uncertainty

5.           Critical accounting judgments and key sources of estimation uncertainty

In applying the Company’s accounting policies, described in note 4, the Company’s management makes judgments, estimates and assumptions about the carrying amounts of assets and liabilities in the consolidated financial statements. The estimates and underlying assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these estimates.

Estimates and assumptions are reviewed on an ongoing basis. Adjustments to accounting estimates are recognized in the period in which the adjustment is made and future periods if the change affects both the current period and to subsequent periods.

a.Critical accounting judgments

Critical judgments, other than those involving estimations (see paragraph b), made by management throughout the process of applying the Company’s accounting policies that have a material effect on the consolidated financial statements, are presented below.

● Evaluation of the existence of control on investments in subsidiaries (see note 11).

● Defined benefit obligations to the Company’s employees are discounted at a rate set by reference to market rates at the end of the reference period of Mexican government bonds.

● The Company is subject to transactions or contingent events over which it applies professional judgment to determine the probability of occurrence. Factors considered in this determination are the legal situation as of the date on which the estimation is made and the opinion of legal advisors.

b.Key sources of estimation uncertainty

Basic assumptions concerning the future and other key sources of uncertainty in the estimates made at the end of the reporting period, that have a significant risk of causing significant adjustments to the carrying amounts of assets and liabilities within the following financial year are as follows:

● The Company performs an allowance for doubtful accounts analysis based on the expected credit losses required by IFRS 9, considering key factors such as the customers’ financial and operating situation, conditions of past due accounts and the economic conditions of the country. This estimate is reviewed periodically, and the condition of past due accounts is determined considering the terms established in the agreements.

● The Company’s long-lived assets correspond to concessions granted by the Mexican Government, properties, leasehold improvements and equipment. The Company reviews the carrying amounts of its long-lived assets to determine whether there are indications of impairment.

Despite of impact of the pandemic generated by COVID-19, the Company did not identify impairment with respect to the investment of the NH T2 Hotel recorded in improvements in leased assets, whose lease contract with Mexico City International Airport expires in 2029.

The Company determined the recoverable amount of the cash-generating unit corresponding to NH T2 by estimating the value in use, which uses cash flow projections based on projections over the remaining life of the lease until 2029, discounted at an after-tax discount rate of between 10.2% to 11.2%. Over the projection period, management considers an occupancy rate of 79% in 2022, gradually recovering to an average of 83% by 2024 onwards. It is also estimated that the average fare would exceed 2019 levels in 2023 and would be updated mainly with inflation thereafter. The Company's management, based on value in use calculations, has not identified any impairment as the recoverable amount exceeds the carrying value of the cash generating unit by approximately 13%. The recoverable amount includes the carrying value of the finance lease.

Management estimates that the value in use considering an average rate reduction of 13.1% or an occupancy rate 1,073 basis points lower than estimated during the projection period would equal the carrying value of the cash generating unit.

● The Company’s management reviews the estimated useful lives of property, leasehold improvements and equipment at the end of each annual period. Based on detailed analyses, the Company’s management could modify the useful life of certain assets of property, leasehold improvements and equipment. The degree of uncertainty associated with estimates of useful lives is related to market changes, use of assets and technological development.

● Determining the recoverability of deferred tax assets.

● The Company’s management determines and recognizes, based on estimates, the major maintenance provision as per concession contracts with the Mexican Government to maintain and restore the airports’ infrastructure, which affects the results of periods ranging from the moment concession infrastructure becomes available for use through the date on which the maintenance and/or repair works are performed. The Company also calculates the appropriate discount rate for determining the present value of expected expenses that are required to meet its obligations. The short- and long-term classification of the provision is based on the best estimate of the Company of the period in which the work is expected to be carried out. There is also a judgment in determining the accounting policy of recognition of this provision.

Although these estimates were made based on the best information available as of December 31, 2021, 2020 and 2019 it is possible that future events may require the Company to modify (increase or decrease) the amounts in the coming years, which in such case would be applicable on a prospective basis by recognizing the effects of changes in estimates in the corresponding consolidated financial statements.

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Cash and cash equivalents

12 Months Ended

Dec. 31, 2021

Cash and cash equivalents.

Cash and cash equivalents

6.           Cash and cash equivalents

Cash and cash equivalents are composed as follows:

	December 31,
	2021		2020		2019
Cash	Ps.	5,986,217	Ps.	2,360,422	Ps.	2,916,936
Cash equivalents:
Bank notes		—		598,382		512,027
Money market investment funds		947		—		910
	Ps.	5,987,164	Ps.	2,958,804	Ps.	3,429,873

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Accounts receivable

12 Months Ended

Dec. 31, 2021

Accounts receivable

Accounts receivable

7.           Accounts receivable

a.           The balance of accounts receivable is as follows:

	December 31,
	2021		2020		2019
Receivables	Ps.	1,106,002	Ps.	854,402	Ps.	766,748
Allowance for doubtful accounts (note 7 b.)		(20,332)		(20,759)		(8,992)
	Ps.	1,085,670	Ps.	833,643	Ps.	757,756

Accounts receivables represent principally the passenger charges (TUA) paid by each passenger (other than diplomats, infants, and transit passengers) using the airports operated by the Company. These TUA are collected by airlines and subsequently paid to the Company. As of December 31, 2021, 2020 and 2019, amounts receivable for passenger charges amounted to Ps.952,522. Ps.658,269 and Ps.625,246, respectively.

The Company’s management considers that the carrying amount of accounts receivable approximates its fair value given their short-term nature. No interest income is generated by any short-term account receivable. As of December 31, 2021, 2020 and 2019, the balance of the allowance for doubtful accounts was Ps.20,332, Ps.20,759 and Ps.8,992, respectively.

The following tables set forth a percentage of the principal customers that compose the accounts receivable (before allowance for doubtful accounts) as well as the revenues generated from the Company’s principal customers, which may represent a potential credit risk for the Company if the counterparty had financial and operating difficulties that would prevent them from being able to settle amounts due to the Company.

	December 31,
	2021	2020	2019
	%	%	%
Accounts receivable:
Aeroenlaces Nacionales, S. A. de C. V.	35.78	33.00	21.16
Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.	24.01	28.10	27.40
Aerolitoral, S. A. de C. V.	8.82	8.98	20.88
Aerovías de México, S. A. de C.V.	10.44	4.74	6.70

	Year ended December 31,
	2021	2020	2019
	%	%	%
Revenues by client:
Aerolitoral, S. A. de C. V.	8.14	10.49	13.26
Aeroenlaces Nacionales, S. A. de C. V.	28.45	21.07	17.79
ABC Aerolíneas, S. A. de C. V.	—	4.24	10.38
Concesionaria Vuela Compañía de Aviación, S. A. P. I. de C. V.	19.32	17.36	16.11
Aerovías de México, S. A. de C. V.	6.78	4.07	4.07

On June 30, 2020, Grupo Aeromexico, S.A.B. de C.V. and certain of its subsidiaries, including Aerolitoral, S.A. de C.V. and Aerovias de Mexico, S.A. de C.V. entered into reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Law. As of December 31, 2021, and the date of issuance of the financial statements, both Aerolitoral, S.A. de C.V. and Aerovias de Mexico, S.A. de C.V. are substantially current in their payments with the Company and continue to operate the Company's Airports.

During the last quarter of 2020, ABC Aerolíneas, S.A. de C.V. ceased operating at the Company's airports. The amount of accounts receivable from this customer at December 31, 2021, is not material.

b.           The changes in the allowance for doubtful accounts are as follows:

	December 31,
	2021		2020		2019
Beginning balance	Ps.	20,759	Ps.	8,992	Ps.	31,986
Decrease		646		18,342		(241)
Cancelation		—		(5,542)		—
Write-off		(1,073)		(1,033)		(22,753)
Ending balance	Ps.	20,332	Ps.	20,759	Ps.	8,992

The write-off of doubtful accounts is recognized once the Company has exhausted all means for collection of the account.

The movements in the estimate for customer impairment in 2021, with the expected loss model used by the Company, are presented below:

	Airports		Others		Total
Gross book value	Ps.	1,039,503	Ps.	46,167	Ps.	1,085,670
Collateral		1,242,255		25,432		1,267,687
Probability of default in range		0% - 100%		0% - 100%
Loss due to default range		0% - 100%		0% - 100%
Beginning balance of impairment of account receivable	Ps.	17,428	Ps.	3,331	Ps.	20,759
(Decrease) increase in the provision		537		109		646
Write-off		(1,073)		—		(1,073)
Ending balance	Ps.	16,892	Ps.	3,440	Ps.	20,332

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Other accounts receivable and prepaid expenses

12 Months Ended

Dec. 31, 2021

Other accounts receivable and prepaid expenses.

Other accounts receivable and prepaid expenses

8.           Other accounts receivable and prepaid expenses

Other accounts receivable and prepaid expenses are comprised as follows:

	December 31,
	2021		2020		2019
Prepaid expenses	Ps.	33,180	Ps.	59,033	Ps.	33,310
Guarantee deposits		6,952		6,167		5,897
Others		2,201		1,375		3,535
	Ps.	42,333	Ps.	66,575	Ps.	42,742

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Property, leasehold improvements and equipment

12 Months Ended

Dec. 31, 2021

Property, leasehold improvements and equipment

Property, leasehold improvements and equipment

9.           Property, leasehold improvements and equipment

Property, leasehold improvements and equipment are as follows:

	December 31,
	2021		2020		2019
Net carrying value:
Land (see note 10)	Ps.	1,709,508	Ps.	1,709,508	Ps.	1,709,508
Leasehold improvements		857,274		854,829		786,085
Machinery and equipment		53,600		72,867		83,611
Furniture and office equipment		22,786		27,940		35,105
Transportation equipment		51		287		1,555
Computer equipment		5,857		2,838		2,212
Construction in progress for leasehold improvements		75,220		32,200		29,025
	Ps.	2,724,296	Ps.	2,700,469	Ps.	2,647,101

													Construction
					Machinery		Furniture						in progress of
			Leasehold		and		and office		Transportation		Computer		leasehold
Cost	Land		improvements		equipment		equipment		equipment		equipment		improvements		Total
Balance as of January 1, 2019	Ps.	1,709,508		999,798		202,959		158,112		61,730		67,731		5,409		3,205,247
Acquisitions		—		49,345		3,386		2,168		—		869		80,290		136,058
Disposals		—		—		—		(525)		—		—		—		(525)
Transfers		—		9,403		—		—		(34,283)		(430)		(55,656)		(80,966)
Other		—		—		—		(20)		(5,792)		(595)		(1,018)		(7,425)
Balance as of December 31, 2019		1,709,508		1,058,546		206,345		159,735		21,655		67,575		29,025		3,252,389
Acquisitions		—		—		8,380		440		—		3,973		134,821		147,614
Transfers		—		130,420		—		—		—		—		(130,420)		—
Other		—		—		—		(206)		—		(3,097)		(1,226)		(4,529)
Balance as of December 31, 2020		1,709,508		1,188,966		214,725		159,969		21,655		68,451		32,200		3,395,474
Acquisitions		—		463		208		1,908		—		5,023		114,129		121,731
Disposals		—		—		—		—		(2,393)		—		—		(2,393)
Transfers		—		70,373		53		590		—		—		(71,109)		(93)
Other		—		—		(7,237)		—		(1,003)		(330)		—		(8,570)
Balance as of December 31, 2021	Ps.	1,709,508	Ps.	1,259,802	Ps.	207,749	Ps.	162,467	Ps.	18,259	Ps.	73,144	Ps.	75,220	Ps.	3,506,149

											Construction in
					Furniture and						progress of
Accumulated	Leasehold		Machinery and		office		Transportation		Computer		leasehold
depreciation	improvements		equipment		equipment		equipment		equipment		improvements		Total
Balance as of January 1, 2019	Ps.	(216,577)		(103,765)		(115,438)		(36,404)		(62,801)		—		(534,985)
Depreciation		(55,884)		(18,969)		(9,729)		(4,806)		(3,051)		—		(92,439)
Disposals		—		—		525		—		—		—		525
Other		—		—		12		21,110		489		—		21,611
Balance as of December 31, 2019		(272,461)		(122,734)		(124,630)		(20,100)		(65,363)		—		(605,288)
Depreciation		(61,676)		(19,124)		(7,720)		(1,268)		(2,532)		—		(92,320)
Disposals		—		—		—		—		—		—		—
Other		—		—		321		—		2,282		—		2,603
Balance as of December 31, 2020		(334,137)		(141,858)		(132,029)		(21,368)		(65,613)		—		(695,005)
Depreciation		(68,391)		(19,347)		(7,652)		(64)		(2,027)		—		(97,481)
Disposals		—		7,056		—		2,446		—		—		9,502
Other		—		—		—		778		353		—		1,131
Balance as of December 31, 2021	Ps.	(402,528)	Ps.	(154,149)	Ps.	(139,681)	Ps.	(18,208)	Ps.	(67,287)	Ps.	—	Ps.	(781,853)

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Investment in airport concessions

12 Months Ended

Dec. 31, 2021

Investment in airport concessions

Investment in airport concessions

10.         Investment in airport concessions

The Company has concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in central and northern regions of the country. Each concession is for 50 years from November 1, 1998. The term of each of the Company’s concessions may be extended by the Ministry of Infrastructure, Communications and Transportation under certain circumstances for a period not exceeding 50 years.

As operators of 13 airports the Company earns revenue from airlines, passengers, and other users for using the airport facilities. The Company also earns revenues for commercial activities carried out at the airports, such as leasing of space to restaurants and other shops.

Each airport concession agreement contains the following terms and basic conditions:

a. The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements or maintenance of the related facilities in accordance with its five-year period Master Development Program, and to provide airport, complementary and commercial services.

b. The concessionaire will use the airport facilities only for the purposes specified in the concession agreement, will provide services in conformity with the law and applicable regulations and will be subject to inspections by the Ministry of Infrastructure, Communications and Transportation.

c. The concessionaire must pay a concession tax for the right to use airport facilities (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Duties Law.

d. The Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares) has the exclusive right to supply fuel at the concessionaire’s airports.

e. The concessionaire must grant free access to specific airport areas to certain Mexican government agencies, so that they may carry out their activities within the airports.

f. The concession may be revoked if the concessionaire breaches any of its obligations established in the concession title, as established in Article 26 and 27 of the Mexican Airport Law and in the concession title. The breach of certain concession terms may be cause for revocation if the Ministry of Infrastructure, Communications and Transportation has applied sanctions in three different instances with respect to the same concession term.

Since the concessionaire is part of an integrated economic group, the concessionaire and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V, they will respond jointly and severally to the Ministry of Infrastructure, Communications and Transportation, regarding the obligations contained in each of the concessions granted and as indicated in the concession title. The terms and conditions of each concession contract have been fulfilled in all important aspects during the years ended December 31, 2021, 2020 and 2019.

Investments in airport concessions include improvements to concessioned assets, rights to use airport facilities, and airport concessions. The total cost of the concession was assigned proportionally to rights to use airport facilities on the basis of the fair value of the assets determined by an independent appraiser. At any airport concession where the cost exceeded the fair value, the excess was recognized within the airport concessions line item.

As of December 31, 2021, 2020 and 2019, the carrying value of the right to use airport facilities, airport concessions and improvement to concessioned assets classified as intangible assets are as follows:

	December 31,
	2021		2020		2019
Projects completed and in operation:
Airport concessions	Ps.	605,643	Ps.	605,643	Ps.	605,643
Rights to use airport facilities		3,356,762		3,356,762		3,356,762
Improvements to concessioned assets (see note 15)		9,694,492		8,594,136		7,331,450
Improvements to concessioned assets in progress		1,303,793		615,246		624,063
Accumulated amortization		(3,280,006)		(2,942,131)		(2,650,807)
	Ps.	11,680,684	Ps.	10,229,656	Ps.	9,267,111

The changes in investment in concessions are as follows:

	December 31,
	2021		2020		2019
Investment in airport concessions
Beginning balance	Ps.	13,171,787	Ps.	11,917,919	Ps.	10,963,084
Increase		1,788,903		1,253,868		954,835
Ending balance		14,960,690		13,171,787		11,917,919
Amortization of airport concessions:
Beginning balance		(2,942,131)		(2,650,807)		(2,396,427)
Increase		(337,875)		(291,323)		(254,380)
Ending balance		(3,280,006)		(2,942,131)		(2,650,807)
Net investment in airport concessions	Ps.	11,680,684	Ps.	10,229,656	Ps.	9,267,111

Master Development Plan – The Company is obligated to carry out maintenance, improvements to concessioned assets and acquire fixed assets according to the Master Development Program. The Master Development Program for 2021-2025 is Ps.11,979,621 in pesos with purchasing power of December 31, 2019, and Ps.14,514,871 in pesos with purchasing power of December 31, 2021, as updated with the National Producer Price Index (INPPIC) of the construction industry, in accordance with the concession contract. The amount to be incurred as of December 31, 2021, is Ps.12,519,332, which is anticipated to be carried out as follows:

Year	Amount
2022	Ps.	4,024,680
2023		3,022,167
2024		2,894,608
2025		2,577,877
	Ps.	12,519,332

The Master Development Program for the previous five-year period 2016-2020, was for Ps.4,445,653, with purchasing power as of December 31, 2014, and Ps.6,303,586 with purchasing power as of December 31, 2020, as updated with the INPPIC. The amount pending to be exercised as of December 31, 2020, is Ps.264,783, was applied during 2021, with no remaining balance to be exercised.

In 2009, the Company paid Ps.1,159,613 to acquire land strategically located adjacent to the Monterrey airport to allow for the airport’s future growth, including the construction of a second runway, which the Company intends to complete in the future.

On December 4, 2012, the Monterrey airport received authorization from the AFAC to include Ps.386,538 (amount expressed in nominal pesos of 2009) in investments as part of Master Development Program for 2011-2015.

Additionally, during the 2011 Master Development Program revision, Ps.77,306 was included due to an extraordinary adjustment in its maximum tariff under the Master Development Program. The remaining investment to be recognized for a cost of Ps.695,759 (amount expressed in 2009 nominal pesos), has been included in the indicative periods 2026-2035 of the approved Master Development Program. This amount may not be recognized by the Ministry of Infrastructure, Communications and Transportation in the future. The final recovery amounts are adjusted annually based on INPPIC.

The Company’s airports exclusively own the lands acquired, which are classified in the consolidated statements of financial position under the headings of property, leasehold improvements and equipment. The lands will remain classified under these headings until the negotiations with the AFAC have concluded. If the AFAC recognizes the land as part of the concession investment, it is estimated that the property will be transferred to the Mexican Government. At the time of such recognition, the Company shall derecognize the asset and recognize an inclusion of the same amount under investment in airport concessions (improvements in concessioned assets), which will be subject to amortization for the remaining period of the concession.

The Company’s improvements to the airport facilities can be recognized by the AFAC as part of the investment in airport concession. The cost of airport improvements recognized by the AFAC that are part of the Company’s investment in concession assets is “recovered” in the form of adjustments to the maximum rates that the Company may charge for aeronautical services, which are regulated by the AFAC.

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Composition of GACN

12 Months Ended

Dec. 31, 2021

Composition of GACN

Composition of GACN

11.         Composition of GACN

a. The following tables set forth information about the composition of GACN as of December 31, 2021, 2020 and 2019:

	Place of	Number of subsidiaries
	incorporation and	December 31,
Principal activity	operation	2021, 2020, 2019
Airports	Mexico	13
Hotels	Mexico	2
Services	Mexico	9
		24

b. The consolidated subsidiaries are as follows:

Name of subsidiary	Ownership Percentage
Airport services;
Aeropuerto de Monterrey, S. A. de C. V.	100	%
Aeropuerto de Acapulco, S. A. de C. V.	100	%
Aeropuerto de Mazatlán, S. A. de C. V.	100	%
Aeropuerto de Zihuatanejo, S. A. de C. V.	100	%
Aeropuerto de Culiacán, S. A. de C. V.	100	%
Aeropuerto de Ciudad Juárez, S. A. de C. V.	100	%
Aeropuerto de Chihuahua, S. A. de C. V.	100	%
Aeropuerto de Torreón, S. A. de C. V.	100	%
Aeropuerto de Durango, S. A. de C. V.	100	%
Aeropuerto de Tampico, S. A. de C. V.	100	%
Aeropuerto de Reynosa, S. A. de C. V.	100	%
Aeropuerto de Zacatecas, S. A. de C. V.	100	%
Aeropuerto de San Luis Potosí, S. A. de C. V.	100	%
Hotels and Services:
Operadora de Aeropuertos del Centro Norte, S. A. de C. V.	100	%
Servicios Aeroportuarios del Centro Norte, S. A. de C. V.	100	%
Servicios Aero Especializados del Centro Norte, S. A. de C. V.	100	%
OMA Logística, S. A. de C. V.(1)	100	%
Holding Consorcio Grupo Hotelero T2, S. A. de C. V.(2)	100	%

(1) Includes subsidiaries with interest in; OMA VYNMSA Aero Industrial Park, S.A. de C.V (VYNMSA) of which the Company owns 51% of the shares, Consorcio Hotelero Aeropuerto de Monterrey, S.A.P.I de C.V. with 85% and Servicios Hoteleros Aeropuerto de Monterrey, S.A. de C.V. with 85%.

(2) Provides hotel services and includes its subsidiaries: Servicios Complementarios del Centro Norte S.A. de C.V., with 100% of the shares, Consorcio Grupo Hotelero T2, S.A. de C.V. and Servicios Corporativos Terminal 2, S.A. de C.V. with 90% of the shares.

The Company has the majority of voting power at shareholders’ meetings of the subsidiaries and has control by virtue of its contractual right to appoint the board of directors of the companies, who are empowered to affect their relevant activities.

As of December 31, 2021, 2020 and 2019, the Company has not made investments in shares of any structured or investment-related entity.

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Trade accounts payable

12 Months Ended

Dec. 31, 2021

Trade accounts payable.

Trade accounts payable

12.         Trade accounts payable

Trade accounts payable consist of the following

	December 31,
	2021		2020		2019
Suppliers and contractors	Ps.	123,330	Ps.	107,507	Ps.	140,806
Customer advances		58,512		91,841		43,102
Statutory employee profit sharing		31,365		4,700		12,883
	Ps.	213,207	Ps.	204,048	Ps.	196,791

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Payable taxes and other accrued expenses

12 Months Ended

Dec. 31, 2021

Payable taxes and other accrued expenses

Payable taxes and other accrued expenses

13.         Payable taxes and other accrued expenses

Tax payable and other accrued expenses are comprised of the following

	December 31,
	2021		2020		2019
Accrued expenses	Ps.	210,515	Ps.	172,847	Ps.	202,363
Taxes payable other than income tax		713,850		153,046		345,461
Accrued interest		73,489		44,295		42,438
	Ps.	997,854	Ps.	370,188	Ps.	590,262

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Short-term debt

12 Months Ended

Dec. 31, 2021

Short-term debt

Short-term debt

14.         Short-term debt

As of December 31, 2021, short-term debt is comprised of credit lines denominated in pesos, with unsecured guarantees as follows:

		2021
Credit line with Banco Nacional de México for Ps.1,000,000, for six months at a variable rate of TIIE 28 plus 1.0 percentage point.	Ps.	1,000,000
Credit line with HSBC Mexico for Ps.900,000, for six months, at a variable rate of TIIE 91 plus 0.50 percentage points.		900,000
Credit line with Banco Santander Mexico for Ps.1,000,000, for six months at a variable rate TIIE 28 plus 1.55 percentage points on average.		800,000
Total short-term debt		2,700,000

As of December 31, 2021, the Company has non-committed short-term credit lines available with financial institutions for Ps.350,000.

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Long-term debt

12 Months Ended

Dec. 31, 2021

Long-term debt

Long-term debt

15.         Long-term debt

The long-term debt with credit institutions, debt issuances and other marketable securities is comprised as follows:

	December 31,
	2021		2020		2019
Debt securities issued in the Mexican market on June 16, 2014, for Ps. 3,000,000, accruing interest at a fixed rate of 6.85%, for a 7-year term maturing on June 7, 2021. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA	Ps.	—	Ps.	3,000,000	Ps.	3,000,000
Debt securities issued in the Mexican market on March 26, 2013, for Ps. 1,500,000, accruing interest at a fixed rate of 6.47%, for a 10-year term maturing on March 14, 2023. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA		1,500,000		1,500,000		1,500,000
Unsecured lines of credit with Private Export Funding Corporation (supported by Ex-Im Bank) in 2010 and 2011 for U.S.$ 25,365 thousand maturing on December 21, 2021. As December 31, 2021, 2020 and 2019, outstanding amounts were U.S.$0, U.S.$ 678 thousand and US.$ 2,495 thousand, respectively. Baggage screening equipment was pledged to secure the loan ⁽²⁾. The loan accrues interest at a three-month London Interbank Offered (“LIBOR”) rate plus 1.25 percentage points, with quarterly payments of principal. As of December 31, 2021, 2020 and 2019, the interest rate was %, 1.49% and 3.15%, respectively.		—		13,503		49,575
Debt securities issued in the Mexican market on April 16, 2021, for Ps. 1,000,000, the loan accrues interest at a TIIE 28 rate (1) plus 75 basis points for a 5-year term maturing on April 10, 2026. Financing of green projects specified in the Bank's framework		1,000,000		—		—
Debt securities issued in the Mexican market on April 16, 2021, for Ps. 2,500,000, accruing interest at a fixed rate of 7.83%, for a 7-year term maturing on April 7, 2028.		2,500,000		—		—
Total long-term debt		5,000,000		4,513,503		4,549,575
Less:
Financing commissions		(3,378)		(3,115)		(5,966)
		4,996,622		4,510,388		4,543,609
Current portion long-term debt		—		(3,013,502)		(36,851)
Long-term debt	Ps.	4,996,622	Ps.	1,496,886	Ps.	4,506,758

(1) The Interbank Offering Rate in Mexico “TIIE” to the 28-days as of December 31, 2021, was 5.7150.

(2) Carrying value amounts to Ps.266,181, and Ps.275,095 as of December 31, 2020, and 2019, respectively, and is recorded in improvements to concessioned assets (note 10). The Company is not authorized to grant such equipment as collateral in other loans or sell them to another Company.

Changes in consolidated long-term debt for the years ended December 31, 2021, 2020 and 2019 were as follows:

	December 31,
	2021		2020		2019
Initial debt balance	Ps.	4,510,388	Ps.	4,543,609	Ps.	4,584,594
New loans		3,500,000		—		—
Long term debt repayment		(13,967)		(42,592)		(40,790)
Amortization of debt securities		(3,000,000)		—		—
Payment of commissions and other expenses		(12,859)		—		—
Amortization of expenses		12,595		2,851		2,663
Exchange rate fluctuation		465		6,520		(2,858)
Ending balance of debt	Ps.	4,996,622	Ps.	4,510,388	Ps.	4,543,609

Maturity of long-term debt as of December 31, 2021, 2020 and 2019 is described in note 21.

The long-term debt securities include certain restrictive clauses, such as limitations on disposal of assets or limitations on incurring liens, as well as early maturity clauses including the maturity of other obligations more than certain thresholds. For the years ended December 31, 2021, 2020 and 2019, these restrictions were met.

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Major maintenance provision

12 Months Ended

Dec. 31, 2021

Major maintenance provision.

Major maintenance provision

16.          Major maintenance provision

The Company has the obligation to perform major maintenance activities in its airports. The provision is recognized as accrued at an amount that represents the best estimate of the present value of future disbursements required to settle the obligation, at the date of the accompanying consolidated financial statements at a discount rate of 8.66%, 7.89% and 8.00% as of December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021, 2020 and 2019, the composition and changes of the Company’s major maintenance provision was as follows:

	December 31,							December 31, 2021
	2020		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	1,317,985	Ps.	626,790	(1)	Ps.	(203,042)	Ps.	692,788	Ps.	1,048,945

	December 31,							December 31, 2020
	2019		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	953,896	Ps.	467,793	(1)	Ps.	(103,704)	Ps.	443,570	Ps.	874,415

	December 31,							December 31, 2019
	2018		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	943,548	Ps.	315,481	(1)	Ps.	(305,133)	Ps.	151,554	Ps.	802,342

(1) Includes Ps.114,137, Ps.75,262 and Ps.23,157, recognized as interest cost in the consolidated statement of income and other comprehensive income, for the unwinding effect of the present value calculation as of December 31, 2021, 2020 and 2019, respectively.

The provision for major maintenance as of December 31, 2021, reflects the update of such provision as a result of the approval in November 2020 of the Master Development Program for the period 2021-2025.

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Labor obligations

12 Months Ended

Dec. 31, 2021

Labor obligations

Labor obligations

17.          Labor obligations

a.         Defined contribution plans

Until July 2021, the Company had defined contribution retirement benefit plans for all qualifying employees. The assets of the plans were held separately from the Company's assets in funds under the control of fiduciaries.

The defined contribution plan was terminated during July 2021 and the accumulated funds in the trust were transferred to the personal investment fund plans of each of the qualifying employees.

In 2021, 2020, and 2019, the total contributions to these plans based on the specific rates in the plan amounted toPs.725, Ps.894, and Ps.967, respectively.

b.         Defined benefit plans

This liability for employees derives from seniority premiums benefits and termination benefits. Seniority premiums consist of a single payment equal to 12 days’ salary for each year of service based on the employee’s most recent salary, but without exceedingly twice the current minimum wage established by law and termination benefits consist of an equivalent of 20 days for each year worked and 90 days based of salary determined on actuarial calculations performed by external actuaries, using the projected unit credit.

The Mexican plans normally expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk	The present value of the defined benefit plan obligations is calculated using a discount rate that is determined by long-term government bond yields. To select the discount rate, the yield rate of the bond is considered, which is similar to the duration of the obligations of the Company’s labor liabilities. The average days on which benefit payments are due and not the days that the bonus is due to expire are taken into account, which means that the discount rate depends on the expectation of the flow of payments of the benefits plan.
Interest risk	A decrease in the interest rate of the bonds may increase the liabilities of the plan, however, this is partially offset by an increase in the plan’s debt investment performance.
Longevity risk	The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk	The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

There are no additional retirement benefit plans for qualifying employees.

The actuarial calculation of the defined benefit obligation was calculated as of December 31, 2021, 2020 and 2019 by actuaries certified by the National School of Actuaries (Colegio Nacional de Actuarios de México). The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The principal assumptions used for the purposes of the actuarial valuations are as follows:

	Year ended December 31,
	2021		2020		2019
Discount rate (see note 5 a.)	7.9	%	7.4	%	8.0	%
Expected rate of salary increase	5.8	%	5.8	%	5.8	%
Average longevity at retirement age for current employees (years)	14		12		14
Inflation	4.0	%	4.0	%	5.0	%

The amounts recognized in the consolidated statement of income and other comprehensive income in respect of these defined benefit plans are as follows:

	Year ended December 31,
	2021		2020		2019
Service cost:
Current service cost	Ps.	9,535	Ps.	8,276	Ps.	7,465
Net interest expense		8,936		8,490		7,156
Reductions and Terminations		—		(9,131)		—
Components of defined benefit costs recognized in profit or loss		18,471		7,635		14,621
Remeasurement on the net defined benefit liability:
Actuarial gains and losses arising from changes in financial assumptions		2,094		2,653		(161)
Actuarial gains and losses arising from experience adjustments		(6,414)		10,386		12,995
Components of defined benefit costs recognized in other comprehensive income (loss)		(4,320)		13,039		12,834
Total	Ps.	14,151	Ps.	20,674	Ps.	27,455

The current service cost and the net interest expense are included in the employee benefits expense in the consolidated statement of income and in other comprehensive income. The remeasurement of the net defined benefit liability is included in other comprehensive income. The amount included in the consolidated statement of financial position arising from the Company’s obligation in respect of its defined benefit plans is as follows:

	December 31,
	2021		2020		2019
Present value of defined benefit obligations	Ps.	129,199	Ps.	115,691	Ps.	106,160

Movements in the present value of the defined benefit obligation in the current year are as follows:

	December 31,
	2021		2020		2019
Present value of defined benefit obligation as of January 1,	Ps.	115,691	Ps.	106,160	Ps.	79,905
Current service cost		9,535		8,276		7,465
Interest cost		8,936		8,490		7,156
Reductions and Terminations		—		(9,131)		—
Remeasurement (gains)/losses:
Actuarial gains and losses arising from changes in financial and demographic assumptions		2,094		2,653		(161)
Actuarial gains and losses arising from experience adjustments		(6,414)		10,386		12,995
Benefits paid		(643)		(11,143)		(1,200)
Present value of defined benefit obligation	Ps.	129,199	Ps.	115,691	Ps.	106,160

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

◾ If the discount rate increases (decreases) by 1%, the defined benefit obligation would decrease by Ps.15,748 (increase by Ps.18,253).

◾ If the expected salary growth increases (decreases) by 1%, the defined benefit obligation would decrease by Ps.18,987 (increase by Ps.16,005).

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the consolidated statement of financial position.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

There was no change in the process followed by the Company to manage its risks from prior periods.

The average duration period of the benefit obligation as of December 31, 2021, is 12.90 years (2020: 11.78 years and 2019: 13.97 years).

Expected cash flows from termination benefits and seniority premium benefits for the next 10 years are as follows:

			Seniority premium
Year	Pensions plan		benefits		Total
2022	Ps.	—	Ps.	1,000	Ps.	1,000
2023		559		1,294		1,853
2024		9,794		1,614		11,408
2025		289		1,547		1,836
From 2026 and subsequently		153,931		44,019		197,950
Total	Ps.	164,573	Ps.	49,474	Ps.	214,047

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Right of use assets, net and lease liability

12 Months Ended

Dec. 31, 2021

Right of use assets, net and lease liability

Right of use assets, net and lease liability

18.         Right of use assets, net and lease liability

As lessee

Lease contracts entered into by the Company are as follows:

In October 2008, the Company acquired the shares of Consorcio Grupo Hotelero T2, S.A. de C.V. As a result of this acquisition, the Company assumed the commitments established in the lease agreement signed with the Mexico City International Airport for a period of 20 years, to construct, prepare and operate a hotel, and manage commercial areas at Terminal 2 of the Mexico City International Airport, establishing a minimum guaranteed income (“MGI”) of Ps.32,406 annually as rent, or a royalty of the 18% of the hotel’s revenue, whichever is greater. The MGI will be adjusted on an annual basis using the NCPI.

a. The following is a summary of the right-of-use assets and the lease liability

Cost	Buildings		Other		Total
Balance as of January 1, 2020	Ps.	224,074	Ps.	23,983	Ps.	248
Additions		9,771		769		11
Decreases		(1,055)		(1,475)		(2,530)
Balance as of December 31, 2020		232,790		23,277		256,067
Additions		41,771		24,754		66,525
Decreases		(29,653)		(6,196)		(35,849)
Balance as of December 31, 2021	Ps.	244,908	Ps.	41,835	Ps.	286,743
Depreciation
Balance as of January 1, 2021	Ps.	(62,266)	Ps.	(15,554)	Ps.	(77,820)
Depreciation of the year		(32,339)		(8,936)		(41,275)
Decreases		27,555		1,928		29,483
Balance as of December 31,2021	Ps.	(67,050)	Ps.	(22,562)	Ps.	(89,612)

b. Amounts recognized in consolidated statement of profit or loss statement:

	2021		2020
Depreciation expense of right of use assets	Ps.	41,275		41,348
Interest expense on lease liabilities		24,402		22,431

c. The following is a summary of the lease liability:

	2021		2020
Maturity analysis:
Less than one year	Ps.	41,107		26,553
Greater than 1 year and less than 3 years		83,359		55,134
Greater than 3 years		47,666		113,076
Total	Ps.	172,132		194,763

The Company does not face a significant liquidity risk with respect to its lease liabilities. Lease liabilities are monitored through the Company's treasury department.

d. As of December 31, 2021, and 2020, the total cash outflow for leases amounted to Ps.54,589 and Ps.57,325 (excluding items disbursed in excess of the IMG as variable participation), respectively.

As lessor

Revenues from operating leases

Mainly related to leases entered into by the Company, which are based on monthly rental payments that generally increase each year based on the NCPI, and/or the greater of a guaranteed minimum monthly rent plus a percentage of monthly income of the tenant. As of December 31, 2021, 2020 and 2019, the committed future rents to be received are as follows:

	Year ended December 31,
	2021		2020		2019
Duration:
Less than 1 year	Ps.	428,592	Ps.	444,523	Ps.	546,671
Greater than 1 year and less than 5 years		477,409		753,230		843,404
Greater than 5 years		120,726		118,256		161,109
Total	Ps.	1,026,727	Ps.	1,316,009	Ps.	1,551,184

Minimum lease payments in the table above do not include contingent rentals, such as increases by NCPI or increases by a percentage of the monthly income of the lessee. Contingent rental income recorded for the years ended December 31, 2021, 2020, and 2019 were Ps.197,439, Ps.136,181 and Ps.229,727, respectively.

As a result of the impact generated by the COVID-19 pandemic, the Company granted certain discounts to commercial tenants during the second half of the year 2020, which were subject to certain conditions. These discounts were granted based on the decrease in passenger traffic at the Issuer's airports during the period.

Accrued operating lease income is detailed in note 26.

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Income taxes

12 Months Ended

Dec. 31, 2021

Income taxes

Income taxes

19.         Income taxes

The Company is subject to Income Tax (“ISR”), whose tax rate was 30% for 2021, 2020 and 2019, and will continue to be 30% for later years.

a.            Income tax are as follows:

	Year ended December 31,
	2021		2020		2019
Current ISR	Ps.	1,217,748	Ps.	480,232	Ps.	1,329,867
Deferred ISR		(245,569)		(85,731)		42,355
Income tax expense	Ps.	972,179	Ps.	394,501	Ps.	1,372,222

b.            As of December 31, 2021, 2020 and 2019, the principal items comprising the balance of the deferred ISR asset (liability) were:

			December 31,
	2021		2020		2019
Liabilities:
Provisions, allowances and labor obligations	Ps.	159,813	Ps.	244,982	Ps.	157,560
Investment in airport concessions, property, leasehold improvements and equipment, net		(225,726)		(426,325)		(407,173)
Tax loss carryforwards (1)		3,242		15,883		14,937
Recoverable tax on assets (2)		28,619		28,619		28,619
Others		(2,137)		3,013		3,340
Total liabilities	Ps.	(36,189)	Ps.	(133,828)	Ps.	(202,717)
Assets:
Provisions, allowances and labor obligations	Ps.	468,314	Ps.	230,532	Ps.	205,834
Investments in airport concessions, property, leasehold improvements and equipment, net		(243,480)		(172,806)		(184,649)
Tax loss carryforwards(1)		243,191		268,930		285,045
Others		(3,621)		(8,898)		(9,226)
Total assets	Ps.	464,404	Ps.	317,758	Ps.	297,004
Net deferred ISR asset	Ps.	428,215	Ps.	183,930	Ps.	94,287

(1) As of December 31, 2021, 2020 and 2019, the Company recognized a deferred tax asset of Ps. 246,433, Ps. 284,813 and Ps. 299,982, respectively, corresponding to the tax losses generated by its subsidiaries. All subsidiaries of the Company expect to benefit from losses in future years based on projections of taxable income and various strategies with favorable tax consequences.

(2) The Company recognized the IMPAC paid during 2002 through 2007. In 2013, the Company recognized the deferred tax asset, which it expects to recover subject to certain conditions established in the Income Tax Law. The updated amount as of December 31, 2021, was Ps. 28,619 (note 20 f).

c.            The changes in deferred tax during the year are follows:

			December 31,
	2021		2020		2019
Beginning balance of deferred tax liability, net	Ps.	183,930	Ps.	94,287	Ps.	132,792
Deferred ISR in profit or loss		245,569		85,731		(42,355)
Income tax effects recognized in other comprehensive income		(1,284)		3,912		3,850
Ending balance of deferred tax asset, net	Ps.	428,215	Ps.	183,930	Ps.	94,287

d.           The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of net income before income tax is as follows:

		Year ended December 31,
	2021				2020				2019
	Amount		Rate %		Amount		Rate %		Amount		Rate %
Income before income taxes	Ps.	3,835,809			Ps.	1,492,380			Ps.	4,599,656
Current ISR		1,217,748				480,232				1,329,867
Deferred ISR		(245,569)				(85,731)				42,355
Income tax expense and effective rate	Ps.	972,179	25.34	%	Ps.	394,501	26.43	%	Ps.	1,372,222	29.83	%
Add (deduct) effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes.		178,564	4.66	%		53,213	3.57	%		7,675	0.17	%
Statutory rate	Ps.	1,150,743	30.00	%	Ps.	447,714	30.00	%	Ps.	1,379,897	30.00	%

e.            Each airport concession has received approval from the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to carry forward their tax losses up to the earlier of the date of which such tax loss carryforwards are utilized by the airport or the date of expiration or liquidation of the concession. The base years and amounts as of December 31, 2021, are as follows:

	Tax loss
Year of Origin	carryforwards
2002	Ps.	156,580
2003		167,310
2004		213,789
2005		4,631
2006		17,817
2007		44,237
2008		30,697
2011		7,457
2012		29,778
2013		10,827
2015		895
2018		5,765
2019		22,810
2020		26,849
2021		7,438
	Ps.	746,880

f.            In addition to the tax loss carryforwards of the airport concessionaires aforementioned, the Company has tax losses of other subsidiaries other than its concessionaires in the amount of Ps.71,937 the duration of which is 10 years under the Income Tax Law, and the expiration date of which is between 2021 and 2028

g.            In 2021, the Company utilized tax loss carryforwards in the amount of Ps.258,900.

h. The balances of shareholders’ equity tax accounts as of December 31 are:

	December 31,
	2021		2020		2019
Contributed capital account	Ps.	5,039,892	Ps.	4,694,822	Ps.	4,584,512
Net consolidated tax profit account		3,028,125		3,144,619		2,878,878
Total	Ps.	8,068,017	Ps.	7,839,441	Ps.	7,463,390

i.            Dividends paid from profits generated from January 1, 2014, to individuals residing in Mexico and residents abroad may be subject to additional income taxes of up to 10%, which shall be retained by the Company

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Commitment and contingencies

12 Months Ended

Dec. 31, 2021

Commitment and contingencies.

Commitment and contingencies

20.         Commitment and contingencies

Commitment

Guarantor — In 2014 and 2013, GACN issued long-term debt securities for the amount of Ps. 3,000,000 and Ps. 1,500,000 with terms of 7 and 10 years, respectively, under the 2011 program. The Ps.3,000,000 issue was fully repaid in April 2021. The debt-securities are guaranteed by nine of its airports, whom together with GACN, must meet a minimum guarantee of 80% of consolidated earnings before interest (expense) income, taxes and depreciation and amortization (EBITDA).

In April 2021, GACN issued long-term debt securities for Ps.1,000,000 and Ps.2,500,000 for 5 and 7 years, respectively, under a new program registered in 2021. The issues are guaranteed by the Monterrey Airport, Chihuahua Airport and Culiacán Airport, which, together with the issuer, must meet a minimum guarantee of 80% of consolidated EBITDA.

In December 2021, GACN incurred in short-term debt, through a promissory note, with HSBC Mexico, S.A. for Ps.900,000. Aeropuerto de Monterrey, Aeropuerto de Chihuahua and Aeropuerto de Culiacán are guarantors of this instrument.

Contingencies

I.Property Tax

In the past, various municipalities initiated certain administrative enforcement procedures against the Company for tax credits for property taxes on the real estate where the airports of said cities are located. The airports have filed nullity claims against said procedures, which are pending of resolution.

Acapulco Airport:

a) In February 2019, the Municipal Inspection Directorate notified the Acapulco Airport, S.A. de C.V. (“Acapulco Airport”) in a letter addressed to the Mexican Airport and Auxiliary Services Agency (“ASA”) requiring proof of payment of Ps.27,012 (period from the first quarter of 1996 to the first quarter of 2019) for property tax. In response to the request, the Acapulco Airport presented clarifying briefs to the authority informing that it was not properly addressed to ASA.

In May 2019, the Secretariat of Administration and Finance announced the agreement of the explanatory documents presented by the Acapulco Airport and noted that, having acquired the airport concession, the Acapulco Airport considered itself jointly and severally liable with respect to the tax credit required from ASA, so it was appropriate to require payment of the debt. A nullity claim was filed against this resolution and the Secretary of Infrastructure, Communications and Transportation (SCT) was also called to trial as an interested third party.

b) In May 2019, the Municipal Inspection Directorate presented a notification at the Acapulco Airport's legal domicile, that directly attributed the tax credit indicated in subsection A) above to the Acapulco Airport and required payment of Ps. 27,012 (period from the 1st two-month period of 1996 to the 1st two-month period of 2019) for property tax. A claim for annulment was filed against this resolution and the SCT was also called to trial as an interested third party.

As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuits are still in effect, since the judgment on the merits to resolve these cases is still pending. However, in the event that the resolution of the trial is not favorable to the Acapulco Airport, it is considered that the economic repercussion of the trial would be borne by the Federal Government, by virtue of the foregoing and given that the Acapulco Airport estimates an unfavorable resolution to be unlikely, it has not recorded any provision in relation to these lawsuits.

Culiacán Airport:

In November 2018, the Revenue Department of the Municipal Treasury of Culiacán in the State of Sinaloa notified a resolution that determined Aeropuerto de Culiacán, S.A. de C.V. (“Culiacán Airport”) a tax credit in the amount of Ps. 5,764 for urban property tax for the periods from the 4th quarter of 2013 to the 3rd quarter of 2018.

A claim for annulment was filed against this resolution and the SCT was also called to trial as an interested third party.

As of the date of these consolidated financial statements, the contingencies remain due to the fact that the lawsuit is still in force, since the judgment on the merits to resolve these cases is still pending.

However, in case the resolution of the trial is not favorable for the Culiacán Airport, it is estimated that the economic repercussion of the trial would be borne by the Federal Government, due to the above and given that the Culiacán Airport considers it unlikely to obtain an unfavorable resolution, has not recorded any provision in relation to these demands.

II. Amparo Trial related to the municipal licenses:

Chihuahua Airport.

In September 2019, the municipal authority of Chihuahua carried out verification visits at the commercial premises located at the Chihuahua Airport to request municipal operating licenses, likewise requiring the Chihuahua Airport to present its construction license.

A request for amparo was filed against such requirements by the Chihuahua Airport, challenging the visit order and the unconstitutionality of the municipal regulations applied. The court issued a ruling in favor of the Chihuahua airport, indicating that the commercial spaces of the Chihuahua airport are under federal not municipal jurisdiction.

The municipal authority challenged the judgment and as of the date of the financial statements, the resolution has not been issued in that instance, so the judgment continues in force since the judgment on the merits has not caused status.

III. Conflict related with ownership of certain lands

Ciudad Juárez Airport

On November 15, 1995, parties purporting to be former owners of land comprising a portion of the Ciudad Juárez airport initiated legal proceedings against the Aeropuerto de Ciudad Juárez, S.A. de C.V. (“Ciudad Juárez Airport”) to reclaim the land (240 hectares), alleging that it was improperly transferred to the Mexican government. As an alternative to recovery of this land, the claimants also sought monetary damages of U.S.$120.0 million.

Within the trial, the Company challenged the claims of the claimant based on the legitimacy of the possession derived from the Concession Agreement granted by the Ministry of Infrastructure, Communications and Transportation. The Ministry of Infrastructure, Communications and Transportation was called to trial in defense of the interests of the Mexican government.

On July 8, 2016, the local court in Ciudad Juárez ruled that the claims against the Ciudad Juárez airport are inadmissible, and on October 21, 2017, the claimants filed an appeal before the Appellate Court in Chihuahua against the court’s determination. On July 31, 2017, the First Civil Court overturned the lower court’s decision and ruled in favor of the plaintiffs, requiring the Mexican government to pay restitution to the plaintiffs for their loss of property and in accordance with the lawsuit.

The Mexican government filed a direct claim to appeal the decision, and on May 3, 2018, a favorable decision was issued, revoking the appealed decision, pursuant to which the claimant must return the title and payments claimed. The decision of the amparo trial was also favorable to the Ciudad Juárez airport as co-defendant.

On May 25, 2018, the First Civil Chamber in Chihuahua issued, in compliance with the execution of the amparo decision, a new decision absolving the defendants of the payments claimed.

This decision was appealed by the claimant in a direct amparo trial, requesting the Supreme Court of Justice of the Nation (“SCJN”) to resolve the matter definitively by exercising its authority to assert jurisdiction. However, the SCJN resolved not to exercise the power of attraction to hear the matter and ordered the return to the Collegiate Court for the resolution of the amparo trial.

On January 2, 2020, the First Collegiate Circuit Court in Chihuahua issued the judgment in the amparo trial promoted by the plaintiff and denied the amparo requested by the plaintiff. Against the sentence, the plaintiff filed the appeal for review and the Collegiate Court ordered the file to be forwarded to the SCJN for resolution of the appeal.

The session of the appeal for review before the SCJN was held on November 24, 2021, resolving the appeal to the effect that the First Collegiate Circuit Court in Chihuahua proceeds again to the analysis of the concepts of violation of the direct constitutional relief filed by the Creel estate. The resolution by the First Collegiate Circuit Court in Chihuahua is pending.

As of the date of the consolidated financial statements, the contingencies are maintained since there is still no decision to resolve the trial. However, in the event that the judgment is not favorable to the Ciudad Juarez Airport, the economic impact of the trial will be borne by the Mexican government, as established in the concession title. The Ciudad Juárez Airport has not recorded any provision in connection to these claims given that it does not expect an economic impact, even in case of an unfavorable resolution.

Durango Airport

On March 5, 2020, the Company was notified of the lawsuit filed against Aeropuerto de Durango, S.A. de C.V. (“Aeropuerto de Durango“), the Ministry of Infrastructure, Communications and Transportation, the Government of the State of Durango and the Ministry of Agrarian, Territorial and Urban Development. The plaintiff sued for the nullity of the expropriation decree dated September 8, 1975, which affected an area of 40 hectares of the Durango Airport and claims the payment of compensation for the affected area, as well as the payment of damages for the undue use of the property.

The trial hearing was held with the appearance of the parties and the evidentiary stage of the trial is pending. As of the date of the financial statements, the contingency is still in effect because the trial is still pending the judgment on the merits of the case. In the event that the resolution of the lawsuit is not favorable to Durango Airport, it is considered that the economic impact of the lawsuit will be borne by the Federal Government, as established in the concession title. Durango Airport has not recorded any provision in connection with this lawsuit.

Reynosa Airport

On October 16, 2020, the Company was notified of the lawsuit filed against the AFAC, in which Aeropuerto de Reynosa, S.A. de C.V. (“Aeropuerto de Reynosa“) was called as Interested Third Party. The nullity of the administrative resolution dated February 7, 2020, issued by the AFAC in the Appeal for Review filed by the plaintiff is demanded in order for the AFAC to study the plaintiff’s petition and recognize that the legal requirements for the reversion of the expropriation of 2.6 hectares included in the expropriation decrees of 1970 and 1971 have been met.

Reynosa Airport appeared in the lawsuit and is awaiting the conclusion of the pleadings stage of the proceeding. The lawsuit does not include a financial claim; however, the contingency is maintained until the final judgment in the annulment lawsuit is issued and the challenged resolution is confirmed or, if applicable, a judgment is issued, the effects of which must be complied with by the AFAC.

IV. Conflict related to the purchase-sale of land

Monterrey Airport

On May 14, 2015, Banco Mercantil del Norte, S.A. (“Banorte”), acting as trustee of a certain trust, filed a civil lawsuit against the Monterrey airport in connection with the ownership of 240 hectares of land previously acquired (the “Land”) by the Monterrey airport, which book value in our financial statements as of December 31, 2021 amounted to Ps. 266,850.

By means of the lawsuit, Banorte filed an action to recover possession and requested a declaratory judgment saying that Banorte has a better right than the Monterrey airport to possess the Land and that the Land should be restituted to Banorte, and that the Monterry airpot should pay costs and expenses. Monterrey airport appeared on trial and requested that the company DIAV, S.A. de C.V., (“DIAV”) appear as a defendant in its capacity as seller of the Land. On August 8, 2018, the court found that the plaintiff’s claims were inadmissible due to lack of evidence (the “First Instance Judgment”), and the plaintiff appealed the decision.

The Second Chamber of the Superior Court of Justice of the State of Nuevo Leon heard the appeals against the First Instance Judgment and on July 25, 2019 issued a second instance judgment (“First Second Instance Judgment”) against the Monterrey airport, finding that Banorte had a better right to possess the Land, and ordering the Monterrey airport to return the Land to Banorte.

Both Monterrey airport and DIAV filed injunctions (amparo) against the First Second Instance Judgment in August 2019, which were referred to the Second Collegiate Court in Civil Matters of the Fourth Circuit (the “Collegiate Court”). On August 6, 2021, the Collegiate Court granted the amparo relief to the Monterrey airport leaving without effect the First Second Instance Judgment and ordering a new one that considered, among other matters, that the evidence provided by Banorte was insufficient to prove its claims. In compliance with the amparo ruling, on August 25, 2021, the Eighth Civil Chamber vacated the First Second Instance Judgment. On September 13, 2021, the Eighth Civil Chamber issued a new second instance judgment (the “Second Instance Judgment”) by virtue of which it confirmed the First Instance Judgment, releasing the Monterrey airport of all claims.

Dissatisfied with the Second Instance Judgments, all the parties to the litigation filed amparo reliefs (including the Monterrey airport with respect to, among other issues, the refusal of the Eighth Civil Court to grant the payment of legal fees and expenses claimed by the Monterrey airport), which were referred to the same Collegiate Court and are currently pending to be resolved.

We believe that in the event of a resolution adverse to the airport’s interests, DIAV as the seller of the Land should be liable for any economic losses resulting thereof; nonetheless, we cannot predict whether we may prevail in a legal action against DIAV. Although Monterrey airport cannot definitively foresee the outcome of this litigation, to date it has not recorded any provision in relation to the contingency, since it considers its position in the litigation to be solid.

V. Penalties (Federal Consumer Protection Agency)

Acapulco Airport

On November 11, 2021, inspectors of the Federal Consumer Protection Agency (“Profeco”) went to Acapulco Airport to request the presentation of documents related to the models or prototypes authorized in accordance with the Mexican Official Standard (NOM) and the calibration of the measuring devices (scales and parking clocks) in accordance with the list of measuring instruments (initial, periodic, or extraordinary mandatory verification). The Acapulco Airport appeared before Profeco to exhibit the requested documentation and disprove the existence of non-compliances.

On November 22, 2021, Profeco notified the summons to the administrative proceeding for violations to the Law and the Airport timely appeared in the proceeding.

On January 10, 2022, Profeco was notified of the resolution issued within the administrative procedure for violations to the Law, by which it determined the application of 38 fines to the Acapulco Airport for non-compliance with the NOM applicable to the time and weight measuring devices operated by the Airport, the total amount of the fines is Ps.14,554. The resolution was challenged by the Airport on January 31, 2022, through an appeal for review and is pending resolution.

As of December 31, 2021, Acapulco Airport has not recorded a provision as it considers the fines determined by Profeco to be inappropriate.

VI. Tax on Assets

Pursuant to the provisions of the Third Transitory Article of the Single Rate Business Tax Law, Aeropuerto de Monterrey, S.A. de C.V. (the “Airport”) on December 20, 2019, and December 16, 2020, respectively, requested a refund of the tax on asset it had paid in prior years.

With respect to the 2018 and 2019 fiscal years the Airport requested the refund of the amounts of Ps.10,220 and Ps.10,624, respectively, which were denied by the tax authority.

On September 16, 2020, the Airport challenged the denial of the refund requested with respect to the 2018 fiscal year, which was resolved in favor of the Airport’s interests by the Federal Court of Administrative Justice.

On April 27, 2021, the Airport challenged the denial of the refund requested with respect to fiscal year 2019, which was also resolved favorably to the Airport’s interests by the Federal Court of Administrative Justice.

Currently, both lawsuits are pending final resolution since on June 30 and December 1, 2021, respectively, the tax authority filed appeals for review against the favorable resolutions issued by the Federal Court of Administrative Justice.

Aeropuerto de Monterrey, S.A. de C.V. maintains an asset in the amount of Ps. 28,619, in relation to amounts paid for tax on asset and corresponding to refunds for fiscal years 2018, 2019 and 2020. Since the Airport estimates that an unfavorable resolution is unlikely, it has not recorded any provision in relation to the recoverable amount of asset tax.

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Financial risk management

12 Months Ended

Dec. 31, 2021

Financial risk management

Financial risk management

21.         Financial risk management

a.         Significant accounting policies

The Company is exposed to risks that are managed through the implementation of systems and processes related to identification, measurement, limitation of concentration, and supervision.

The basic principles defined by the Company in the establishment of its risk management policy are the following:

● Compliance with Corporate Governance Standards.

● Establishment, by each different business line and subsidiary, of risk management controls necessary to ensure that market transactions are conducted in accordance with the policies, rules, and procedures of the Company.

● Special attention to financial risk management, basically composed by interest rate, exchange rate, liquidity and credit risks.

Risk management in the Company is mainly preventive and oriented to medium and long-term, risks taking into consideration the most probable scenarios of the variables affecting each risk.

The details of the significant accounting policies and adopted methods (including recognition, valuation and basis of recognition of related income and expenses) for each class of financial asset, financial liability and equity instrument is disclosed in note 4.

b.         Categories of financial instruments and risk management policies

The principal categories of financial instruments, are:

		December 31,
Financial assets	Risk classification	2021		2020		2019
Cash and cash equivalents and other investments held to maturity	Credit and interest rate	Ps.	5,987,164	Ps.	2,948,804	Ps.	3,429,873
Receivables, net	Credit and exchange rate		1,085,670		833,643		757,756

		December 31,
Financial liabilities	Risk classification	2021		2020		2019
Short-term and long-term debt	Interest rate, exchange rate and liquidity	Ps.	7,696,622	Ps.	4,513,503	Ps.	4,549,575
Trade accounts payable(1)	Liquidity		213,207		204,048		196,791
Accrued interest	Liquidity		73,489		44,295		42,438
Short-term and long-term financial leasing	Liquidity		224,736		194,763		220,860
Accounts payable to related parties	Liquidity		269,249		167,704		187,515

(1) Include the payments of employee statutory profit-sharing amounts, which were Ps. 31,365, Ps.4,700 and Ps. 12,883 as of December 31, 2021, 2020 and 2019, respectively.

Based on the nature of its activities, the Company is exposed to different financial risks, mainly as a result of its ordinary business activities and its debt contracts entered into to finance its operating activities. The Company’s corporate treasury department provides services to the operating units to coordinate the entry into domestic and international markets and monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (interest rate risk and foreign currency risk), credit risk and liquidity risk.

Periodically, the Company’s management assesses risk exposure and reviews the alternatives for managing those risks, supervising and managing the financial risks through internal risk reports which analyze exposures by degree and magnitude of risks. The Board of Directors sets and monitors policies and procedures to measure and manage the risks to which the Company is exposed, which are described below.

c.        Market risk

Interest rate risk management — This risk principally stems from changes in the future cash flows of debt entered into at variable interest rates (or with short-term maturity and presumable renewal) as a result of fluctuations in the market interest rates. The purpose of managing this risk is to lessen the impact in the cost of the debt due to fluctuations in such interest rates.

As of December 31, 2021, 2020 and 2019, the percentage in outstanding long-term debt at fixed and variable interest rates, is as follows:

	December 31,
	2021			2020			2019
Long-term debt	Ps.	5,000,000		Ps.	4,513,503		Ps.	4,549,575
% Fixed rate debt		80	%		99	%		99	%
% Variable rate debt (1)		20	%		1	%		1	%

(1) Long-term debt contracted during 2021 has a 28-day TIIE reference rate. Long-term debt contracted as of December 31, 2020, and 2019, had a three-month London Interbank Offered Rate or “LIBOR” reference rate; such debt was repaid during 2020.

The proportion of long-term debt have interest payments at a variable rate, which exposes the Company to interest rate risk as a result of fluctuations in market interest rates. The risk exposure is mainly caused by the variations that could occur in in the reference interest rate used.

The Company manages this risk by monitoring constantly the changes of such interest rates. In recent years, the 28-day TIIE has increased. The 28-day TIIE was at its highest level on December 29, 2021 (5.7157%) and its lowest level on May 21, 2021 (4.2745%). Therefore, if interest rates increase significantly, the Company could evaluate to enter into hedging instruments to mitigate the interest rate risk.

Sensitivity analysis for interest rates — The following sensitivity analysis is based on the assumption of an unfavorable movement of basis points in interest rates, in the indicated amounts applicable to each category of floating rate financial liabilities. The Company determines its sensitivity by applying the hypothetical interest rate (reference rate increased at the rate specified plus surcharge) for each category of financial liabilities accruing interest at a variable rate.

As of December 31, 2021, the Company maintained long-term debt, which accrue interest at a variable rate of Ps.1,000,000 (note 15, which disclose the outstanding balances and interest rates of the Company’s financial instruments). A hypothetical, instantaneous and unfavorable 10% change in the 28-day TIIE interest rate applicable to the outstanding debt with variable rates would have resulted in an additional financing expense of approximately Ps.3,736 for 2021.

As of December 31, 2020, and 2019, the Company maintained long-term debt, including the current portion, which accrue interest at a variable rate of Ps. 13,503 and Ps. 49,575, respectively (see note 15, which disclose the outstanding balances and interest rates of the Company’s financial instruments). A hypothetical, instantaneous and unfavorable 10% change in the three-month LIBOR interest rate applicable to the outstanding debt with variable rates would have resulted in an additional financing expense of approximately Ps. 40 and Ps.179 for 2020 and 2019, respectively.

The increase was calculated for U.S. dollar debt based on the year-end exchange rate of each year (Ps.19.9087, and Ps. 18.8727 for 2020 and 2019, respectively).

Exchange risk management – The Company performs transactions denominated in foreign currency; consequently, it is exposed to exchange rate risks, which are managed within the parameters of established and approved policies. The main risk related to the exchange rate involves changes in the value of the Mexican peso against the U.S. dollar.

Historically, a portion of the revenues generated by the Company’s airports (mainly derived from TUA charged to international passengers) are linked to U.S. dollars, although such revenues are collected in pesos based on the average exchange rate of the previous month. Of the Company’s consolidated revenues (excluding construction services revenues), 16.87%, 13.20% and 15.95% were from TUA of international passengers in 2021, 2020 and 2019, respectively. Substantially all other revenues of the Company are denominated in pesos. Based on an appreciation of 10% of the peso against the U.S. dollar, the Company believes that its revenues would have decreased by Ps.116,929, Ps.54,293 and Ps.120,798 in 2021, 2020 and 2019, respectively.

An appreciation of the Mexican peso against the U.S. dollar would reduce the U.S. dollar-denominated revenues and the Company’s obligations under U.S. dollar-denominated debt when expressed in pesos, whereas a depreciation of the peso against the U.S. dollar would increase the Company’s U.S. dollar-denominated revenues and obligations under debt agreements when expressed in pesos.

For the year ended December 31, 2021, the peso depreciated against the U.S. dollar by 2.8%, relative to the exchange rates prevailing at the end of 2020.

Foreign currency sensitivity analysis – The following sensitivity analyses are based on an instantaneous and unfavorable change in exchange rates which affect the foreign currencies in which the Company’s debt is expressed. These sensitivity analyses cover all the assets and liabilities denominated in foreign currency. Sensitivity is determined by applying a hypothetical exchange rate change to those items, including the outstanding debt expressed in foreign currency.

As of December 31, 2021, 2020 and 2019, a hypothetical, instantaneous and unfavorable change of 10% in the exchange rate of the peso against the U.S. dollar, applicable in the Company’s asset (liability) positions net of U.S.$ 17,459, U.S.$75,718 and U.S.$67,214 (amounts in thousands) would have resulted in an exchange (gain) loss of approximately Ps. (35,734), Ps. (150,745) and Ps. (126,851) as of December 31, 2021, 2020 and 2019, respectively.

The carrying values of monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are as follows (amounts in thousands):

	Liabilities						Assets
	December 31,						December 31,
Currency	2021		2020		2019		2021		2020		2019
U.S. dollars	U.S.$	(4,784)	U.S.$	(4,095)	U.S.$	(10,059)	U.S.$	22,243	U.S.$	81,189	U.S.$	79,208

The transactions in thousands of U.S. dollars for the years ended December 31, 2021, 2020 and 2019, are as follows:

	December 31,
	2021		2020		2019
Technical assistance	U.S.$	3,766	U.S.$	3,766	U.S.$	7,954
Insurance		1,392		1,039		935
Purchase of machinery and maintenance		5,071		7,065		7,685
Software		251		2,152		443
Professional services, fees and subscriptions		1,531		1,786		702
Other		15,554		4,765		4,303

Pertinent exchange rate information at the date of the consolidated statements of financial position is as follows:

	December 31,
	2021		2020		2019
U.S. dollar exchange rate
As reported by the Mexican Central Bank	Ps.	20.4672	Ps.	19.9087	Ps.	18.8727

As of March 31, 2022, the exchange rate as reported by the Mexican Central Bank was Ps. 19.8632

d.        Credit risk

Credit risk management — Credit risk refers to the risk whereby one of the parties’ defaults on its contractual obligations, thereby generating a financial loss for the Company. The objective of this risk management is to reduce its impact by reviewing the solvency of the Company’s potential customers. The creditworthiness of uncollected amounts is periodically evaluated estimates of recoverable amounts are reviewed, resulting in reserves for those amounts whose recovery is considered doubtful, with corresponding entries to the statements of income and other comprehensive income in the period of review. The credit risk has historically been very limited.

The Company’s maximum credit risk exposure is presented in the amounts included in the table in subsection b) as well as within the past due but not impaired analysis of accounts receivable, included in note 7. The Company holds bonds and deposits that mitigate the credit risk, being the most relevant the guarantee deposits registered as a liability in the consolidated statements of financial position.

The Company adopted a policy to only carry out transactions with solvent parties and obtain sufficient collateral where appropriate as a means of mitigating the risk of financial loss due to possible default. The Company trades only with entities that have the best possible risk rating. The credit exposure is reviewed and approved by senior management committees of the Company. The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by credit rating agencies. Financial instruments that potentially expose the Company to credit risk consist mainly of accounts receivable.

The customer’s balance is primarily comprised of TUA collected by airlines for each passenger traveling using air terminals and subsequently delivered to the Company. The Company has established three credit options: up to 60 days. These days are granted depending on the guarantee that the customer can provide. In case of default, customers will be subject to penalty interests and/or a legal collection process. For both credit customers and cash customers, there are established guarantees, which may include the following: trust, deposit, letter of credit, liquid credit, mortgage and collateral.

As of December 31, 2021, 2020 and 2019, the allowance for doubtful accounts, principally related with accounts receivable, are the amounts described in note 7.

e.         Liquidity risk

Management of liquidity risk – This risk is generated by temporary differences between the funding required by the Company to fulfill business investment commitments, debt maturities, current asset requirements, etc., and the origin of funds generated by the regular activities of the Company and different types of bank financing. Also, different economic or industry factors, such as financial crises or suspension of operations of any airline could affect the cash flow of the Company. The objective of the Company in the management of this risk is to maintain a balance between the flexibility, period and conditions of credit facilities contracted to manage short, medium and long-term funding requirements. In this regard, the Company’s use of project financing and debt with limited resources described in note 15 and the short-term financing for working capital of current assets are significant. The Executive Committee of the Company is ultimately responsible for liquidity management.

This Committee has established an appropriate framework for liquidity management guidelines. The Company manages its liquidity risk by maintaining reserves, adequate financial facilities and adequate loans, while constantly monitoring projected and actual cash flows and reconciling the maturity profiles of financial assets and liabilities. Additionally, as mentioned in note 14, the Company has available credit lines for working capital.

The following table shows the remaining contractual maturities of the Company’s financial liabilities with agreed repayment periods. This table has been prepared based on the projected non-discounted cash flows of financial liabilities at the date on which the Company will make payments. The table includes projected interest cash flows and capital repayments of financial debt included in the consolidated statement of financial position. To the extent that interest is accrued at variable rates, the non-discounted amount is derived from interest rate curves at the end of the reporting period. Contractual maturity is based on the earliest date when the Company must make the respective payment.

							2029 and
As of December 31, 2021	2022		2023-2025		2026-2028		subsequently		Total
Long-term debt	Ps.	—	Ps.	1,500,000	Ps.	3,500,000	Ps.	—	Ps.	5,000,000
Interest(1)		368,995		863,034		472,801		—		1,704,830
Trade accounts payable		213,207		—		—		—		213,207
Interest Payable		73,489		—		—		—		73,489
Lease Liabilities(3)		29,332		195,404		—		—		224,736
Accounts payable with related parties		269,249		—		—		—		269,249
Total	Ps.	954,272	Ps.	2,558,438	Ps.	3,972,801	Ps.	—	Ps.	7,485,511

							2028 and
As of December 31, 2020	2021		2022-2024		2025-2027		subsequently		Total
Long-term debt	Ps.	3,013,502	Ps.	1,500,001	Ps.	—	Ps.	—	Ps.	4,513,503
Interest(2)		188,641		118,077		—		—		306,718
Trade accounts payable		204,048		—		—		—		204,048
Interest Payable		44,295		—		—		—		44,295
Lease Liabilities		26,553		168,210		—		—		194,763
Accounts payable with related parties		167,704		—		—		—		167,704
Total	Ps.	3,644,743	Ps.	1,786,288	Ps.	—	Ps.	—	Ps.	5,431,031

							2027 and
As of December 31, 2019	2020		2021-2023		2024-2026		subsequently		Total
Long-term debt	Ps.	36,851	Ps.	4,512,724	Ps.	—	Ps.	—	Ps.	4,549,575
Interest(2)		308,630		306,760		—		—		615,390
Trade accounts payable		256,228		—		—		—		256,228
Interest Payable		42,438		—		—		—		42,438
Lease Liabilities		72,320		148,540						220,860
Accounts payable with related parties		187,515		—		—		—		187,515
Total	Ps.	903,982	Ps.	4,968,024	Ps.	—	Ps.	—	Ps.	5,872,006

(1) The projected interest is determined, in the case of obligations with a variable rate, based on TIIE.

(2) The projected interest is determined, in the case of obligations with a variable rate, based on LIBOR and assuming an exchange rate of Ps.19.9087 and Ps. 18.8727 (as of December 31, 2020, and 2019, respectively) per U.S. $1.00.

(3) The time value of money effect of other financial liabilities is immaterial, so they are presented at present value.

The amounts forming part of the debt contracted with credit institutions include fixed and variable rate instruments. Variable-rate financial liabilities are subject to change when variable interest rates differ from the estimated interest rates determined at the end of the reporting period based on their market value.

The Company expects to meet its obligations under its liabilities with its operational cash flows and resources received from the maturity of its financial assets. Additionally, the Company has access to lines of credit with certain financial institutions.

f.         Financial instruments at fair value

This note provides information about how the Company determines fair values of various financial assets and financial liabilities. Except as detailed in the following table, the Company considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values due to their short-term maturities.

Financial liabilities

Long-term debt (note 15)

December 31, 2021				December 31, 2020				December 31, 2019
Book value		Fair value		Book value		Fair value		Book value		Fair value
Ps.	5,000,000	Ps.	4,811,410	Ps.	4,513,503	Ps.	4,524,746	Ps.	4,594,575	Ps.	4,517,336

	Hierarchy of fair value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,811,410	Ps.	—	Ps.	—	Ps.	4,811,410

	Hierarchy of fair value as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,512,510	Ps.	12,236	Ps.	—	Ps.	4,524,746

	Hierarchy of fair value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,371,570	Ps.	145,766	Ps.	—	Ps.	4,517,336

(1) The fair values of the financial assets and financial liabilities included in the level 2 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties. The fair value of the financial liabilities included in Level 1, corresponds to stock certificates listed on the Mexican Stock Exchange

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Shareholders' equity

12 Months Ended

Dec. 31, 2021

Shareholders' equity

Shareholders' equity

22.          Shareholders’ equity

a. Subscribed and paid-in capital stock as of December 31, 2021, 2020 and 2019, is comprised of ordinary, nominal shares, composed as follows:

	December 31, 2021
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	340,345,556	Ps.	262,447
Series BB Class I	49,766,000		38,375
Treasury Series B Class I shares	(3,942,131)		(3,040)
	386,169,425	Ps.	297,782

	December 31, 2020
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	340,345,556	Ps.	262,447
Series BB Class I	49,766,000		38,375
	390,111,556	Ps.	300,822

	December 31, 2019
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	344,004,973	Ps.	265,269
Series BB Class I	49,766,000		38,375
Treasury Series B Class I shares	(2,470,158)		(1,905)
	391,300,815	Ps.	301,739

b. At the Ordinary Shareholders’ Meetings held on April 21, 2021, July 7, 2020, and April 29, 2019, the results for the years ended December 31, 2020, 2019 and 2018, respectively, were approved.

c. During 2021, 2020 and 2019, 3,942,131, 1,189,250 and 2,145,651 shares were repurchased, respectively, for amount of Ps.474,852, Ps.150,000 and Ps.244,201, respectively. As of December 31, 2021, 2020, and 2019, the market price per share was Ps. 137.51, Ps.128.39 and Ps. 141.83, respectively.

d. At the Ordinary General Shareholders' Meeting held on June 11, 2021, the shareholders approved to carry out the issuance of 49,766,000 (forty-nine million seven hundred sixty-six thousand) unsubscribed and unpaid Series B Shares to be kept in the treasury of the Company, exclusively to cover the possible conversion of the Series BB Shares owned by SETA into Series B shares, in case of default under certain financing agreements to which SETA and Aerodrome are parties. Neither such issuance nor its potential conversion will result in any dilution to GACN's shareholders.

e. The number of shares does not reflect unsubscribed and unpaid shares held in treasury.

f. Pursuant to the resolutions adopted at the Annual Ordinary Stockholders' Meeting held on April 21, 2021, the Board of Directors determined the payment of a dividend in the amount of Ps.2,000,000 to be paid in a single installment at the rate of 5.126738671 pesos per share. The payment date was December 14, 2021, upon delivery of coupon number 3.

g. At the Ordinary General Shareholders' Meeting held on July 7, 2020, the shareholders approved the following:

● It was approved to increase the reserve for the repurchase of the Company’s shares to Ps.1,500,000, for which the total amount used for the repurchase of shares during 2019 was transferred, as well as the amount used from January 1, 2020, to the date of the Meeting. Likewise, it was approved to exercise up to said amount, in the period between the date of this Meeting and the date of the Meeting that approves the results of the 2020 fiscal year.

● The cancellation of 3,659,417 repurchased Series B shares for a notional value of Ps.2,822 held in the Company's treasury was approved.

● The decrease of the fixed portion of the Company’s capital stock to Ps.300,822, representing a total of 390,111,556 common shares, of which 49,766,000 shares correspond to Series BB and 340,345,556 correspond to Series B shares.

h. At the Ordinary General Shareholders' Meeting held on April 29, 2019, the shareholders approved the following:

● The payment of a cash dividend of Ps.1,600 million, to be paid in a single installment of Ps. 4.0633 per share (the amount effectively paid was Ps.1,598,680), corresponding to the shares outstanding less the repurchased treasury stock at the payment date (May 31, 2019).

● It was approved to increase the share repurchase reserve to Ps.1,500,000, for which Ps.33,984 of retain earnings are transferred to the reserve.

i. Shareholders’ equity, except restated paid-in capital and tax-retained earnings, will be income tax on dividends by the Company to the effect upon the distribution rate. Any tax paid on such distribution may be credited against income tax for the year in which the tax on dividends and the following two years, against the tax for the year and interim payments thereof is paid.

j. Retained earnings include the statutory legal reserve. Under the Mexican General Corporations Law, at least 5% of the year’s net profits must be placed in a legal reserve until the reserve equals an amount representing 20% of capital stock at par value. The legal reserve may be capitalized but may not be distributed unless the Company is dissolved and must be replenished if it is reduced for any reason. As of December 31, 2021, 2020 and 2019, it amounts to $60,729.

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Accumulated other comprehensive loss

12 Months Ended

Dec. 31, 2021

Accumulated other comprehensive loss

Accumulated other comprehensive loss

23.         Accumulated other comprehensive loss

Accumulated other comprehensive loss is as follows:

	Labor obligations
	Amount		Deferred taxes		Total
Balance as of January 1, 2019	Ps.	8,494	Ps.	4,684	Ps.	13,178
Movements of the year		(12,834)		3,850		(8,984)
Balance as of December 31, 2019		(4,340)		8,534		4,194
Movements of the year		(13,039)		3,912		(9,127)
Balance as of December 31, 2020		(17,379)	Ps.	12,446	Ps.	(4,933)
Movements of the year		4,281		(1,284)		2,997
Balance as of December 31, 2021	Ps.	(13,098)	Ps.	11,162	Ps.	(1,936)

Labor obligations generate the effect of actuarial gains or losses.

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Related party balances and transactions

12 Months Ended

Dec. 31, 2021

Related party balances and transactions

Related party balances and transactions

24.         Related party balances and transactions

a. Advance payments for construction to related parties are as follows

	December 31,
	2021		2020		2019
ICA Constructora de Infraestructura, S.A. de C.V. (1)	Ps.	—	Ps.	7,964	Ps.	178,977
ICA Constructora, S.A. de C.V. (1)		939		90,204		—
Actica Sistemas, S.A. de C.V. (1)		215,772		110,312		—
VCD Construcción y Desarrollo, S.A.P.I. de C. V. (1)		6,787		5,729		3,012
	Ps.	223,498	Ps.	214,209	Ps.	181,989

b. The accounts payable with related parties are as follows:

	December 31,
Payable:	2021		2020		2019
Servicios de Tecnología Aeroportuaria, S.A. de C.V. “SETA”	Ps.	78,939	Ps.	—	Ps.	80,504
Operadora Nacional Hispana, S.A. de C.V.		2,949		5,928		2,527
VCD Construcción y Desarrollo, S.A.P.I. de C.V.		3,508		5,772		5,335
ICA Ingeniería S. A. de C. V.		367		367		1,177
Actica Sistemas, S. de R.L. de C.V.		4,026		3,971		3,972
Autovía Golfo Centro S.A. de C.V.		30,757		16,442		—
GGA Capital, S.A.P.I. de C.V.		110,495		117,845		75,950
ICA Constructora de Infraestructura, S.A. de C.V.		—		—		16,652
ICA Constructora, S. A. de C. V.		27,419		16,564		—
Grupo ICA Constructora. S.A. de C.V.		—		794		794
Controladora de Operaciones de Infraestructura, S.A. de C.V.		10,298		—		—
Grupo Hotelero Santa Fe, S. A. de C. V.		491		21		604
	Ps.	269,249	Ps.	167,704	Ps.	187,515

The balance payable to GGA Capital, S.A.P.I. of C.V. for Ps. 110,495, Ps. 117,845 and Ps.75,950 corresponds to short term loans as of December 31, 2021, 2020 and 2019, respectively. Loans generated interest at a 91-day TIIE rate plus 3.5 percentage points, the interest rate was 5.7150% and 7.7430%, respectively.

c. The principal transactions with related parties performed in the normal course of business, are as follows:

	Year ended December 31,
	2021		2020		2019
Capital Expenditures:
Industrial warehouse	Ps.	7,548	Ps.	100,194	Ps.	43,599
Expenses:
Payments from technical assistance received		133,458		81,164		150,108
Administrative services(1)		23,420		22,453		43,196
Revenues:
Revenues from Leases		2,401		23,828		72
Administrative services		—		190		—
Interests		14,922		28,633		—
Major maintenance of Concesioned Assets:
Maintenance		1,572		813		310
Concessioned Assets
Improvements and Major maintenance		959,489		564,563		553,405

(1) In 2021, excludes Ps.8,604 of provision for accrued services not invoiced as of December 31, 2021.

Employee Benefits – Employee benefits granted to key management personnel of the Company were comprised solely of short-term benefits of Ps. 78,048, Ps.73,711 and Ps.58,989 in 2021, 2020 and 2019, respectively.

Technical Assistance – On December 14, 2020, a Third Amending Agreement to the Technical Assistance and Technology Transfer Agreement with SETA was signed with a term through December 31, 2021, and automatic annual renewals thereafter. The annual consideration under the amendment is the greater of U.S. $ 3,766,000 (updated annually according to the U.S. consumer price index) and 3% of the Company’s consolidated EBITDA before payment of the technical assistance fee. For purposes of this calculation, consolidated EBITDA before technical assistance considers exclusively airport concessions and companies that directly or indirectly provide employee services to airports.

In 2021 and 2019 the variable part of the consideration for this concept was greater than the fixed part of US$3,766 (thousand) and US$3,661 (thousand). In 2020 no variable part was generated.

Pursuant to the Company’s bylaws, SETA (as holder of the Company’s Series ”BB” shares) has the ability to appoint and remove the Company’s Chief Financial Officer, Chief Operating Officer and Commercial Director, the right to elect three members of the Company’s board of directors, and the right to veto certain actions requiring approval of the Company’s shareholders (including the payment of dividends and the right to appoint certain members of senior management). In the event of the termination of the technical assistance agreement, the Series ”BB” shares will be converted into Series ”B” shares resulting in the termination of these rights.

If at any time after June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series ”BB” shares, such shares must be converted into Series ”B” shares, which would cause SETA to lose all of its special rights. So long as SETA retains at least 7.65% of the Company’s capital stock in form of Series ”BB” shares, all its special rights will remain in force.

SETA holds 12.8% of GACN outstanding capital stock in the form of Series “BB” shares and, additionally holds 1.9% in the form of Series “B” shares.

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Operating segment data

12 Months Ended

Dec. 31, 2021

Operating segment data

Operating segment data

25.         Operating segment data

The reportable segments are determined on the basis of which the Company internally reports its segment reporting to senior management for purposes of making operating decisions. Considering the same accounting basis described in note 4. The financial information of the holding company and its service companies have been combined and included in the “other” column.

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2021	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	2,371,178	Ps.	551,744	Ps.	908,960	Ps.	142,152	Ps.	505,076	Ps.	9,851,832	Ps.	2,328,736	Ps.	1,013,223	Ps.	4,656,916
Tourist
Acapulco		196,631		33,250		44,088		45,693		41,484		1,610,833		475,820		52,188		1,259,100
Mazatlán		317,004		46,368		45,625		19,254		57,049		1,472,456		182,768		54,387		575,299
Zihuatanejo		137,018		22,127		129,957		20,058		26,664		773,651		213,664		130,553		665,716
Regional
Chihuahua		419,027		48,531		63,456		26,384		79,271		1,156,808		311,608		64,277		747,296
Culiacán		573,506		57,560		91,262		22,442		109,180		1,291,889		218,694		93,664		698,863
Durango		155,408		14,536		35,600		10,082		31,170		433,110		178,875		37,840		280,275
San Luis Potosi		192,712		38,345		67,399		24,150		35,288		975,174		592,318		69,963		722,596
Tampico		133,178		20,054		130,162		12,083		21,775		607,634		263,087		133,222		504,349
Torreon		175,268		24,450		28,802		10,811		32,917		455,251		150,071		130,982		307,785
Zacatecas		132,427		14,996		18,318		8,419		21,138		304,253		119,919		38,291		223,770
Border
Ciudad Juarez		403,208		36,148		165,532		15,201		74,111		908,182		322,338		200,447		528,488
Reynosa		119,950		12,133		74,664		20,472		24,219		889,245		490,399		86,752		652,159
Hotel
NH T2 Hotel		—		171,005		—		42,054		35,708		517,121		205,908		105		—
Hilton Garden Inn		—		52,483		—		9,634		5,789		309,245		32,992		—		—
Industrial Park:
VYNMSA		—		68,294		—		28,186		31,222		486,130		262,011		16,127		—
Other		—		4,118,094		—		30,155		4,293,516		23,092,832		10,190,295		10,080		—
Total		5,326,515		5,330,118		1,803,826		487,230		5,425,577		45,135,646		16,539,503		2,132,101		11,822,612
Eliminations		(48,787)		(3,676,739)		(14,922)		—		(1,315,188)		(22,246,505)		(4,888,594)		(14,923)		(141,928)
Consolidated	Ps.	5,277,728	Ps.	1,653,379	Ps.	1,788,903	Ps.	487,230	Ps.	4,110,389	Ps.	22,889,141	Ps.	11,650,909	Ps.	2,117,178	Ps.	11,680,684

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2020	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	1,278,255	Ps.	479,322	Ps.	802,470	Ps.	122,507	Ps.	445,952	Ps.	6,479,365	Ps.	1,367,347	Ps.	823,103	Ps.	3,870,329
Tourist
Acapulco		117,218		27,159		29,409		44,780		21,587		1,414,504		449,606		29,561		1,257,321
Mazatlán		211,184		37,431		24,704		18,699		63,103		1,358,969		162,731		24,747		548,185
Zihuatanejo		98,645		18,360		45,984		19,091		12,961		623,522		130,925		45,984		553,611
Regional
Chihuahua		215,728		46,049		30,679		25,274		50,038		942,529		172,428		32,225		707,619
Culiacán		359,562		51,732		68,142		20,887		92,341		1,176,640		208,282		68,142		628,208
Durango		79,515		11,083		50,203		8,259		10,220		361,233		130,170		50,534		253,402
San Luis Potosi		108,045		28,508		58,189		21,569		34,648		764,159		507,738		58,189		677,976
Tampico		74,330		17,414		67,530		9,920		10,157		459,542		173,952		67,530		385,514
Torreon		94,892		17,425		12,233		10,605		23,661		427,761		145,686		12,233		288,688
Zacatecas		71,292		10,512		7,480		8,024		20,756		278,600		104,243		7,480		212,775
Border
Ciudad Juarez		199,685		37,736		27,949		12,717		60,241		685,696		251,677		32,311		376,574
Reynosa		58,010		11,500		55,366		9,553		9,171		724,866		445,447		55,366		596,461
Hotel
NH T2 Hotel		—		110,299		—		40,301		(8,609)		498,674		201,062		187		—
Hilton Garden Inn		—		32,614		—		11,430		(6,918)		297,470		31,397		3,628		—
Industrial Park:
VYNMSA		—		56,454		—		23,621		24,082		494,223		277,183		107,952		—
Other		—		2,671,873		—		36,688		1,621,773		18,275,746		6,327,815		10,945		—
Total		2,966,361		3,665,471		1,280,338		443,925		2,485,164		35,263,499		11,087,689		1,430,117		10,356,663
Eliminations		(23,803)		(2,494,432)		(26,469)		(8,581)		(763,696)		(17,071,919)		(3,722,356)		(28,634)		(127,007)
Consolidated	Ps.	2,942,558	Ps.	1,171,039	Ps.	1,253,869	Ps.	435,344	Ps.	1,721,468	Ps.	18,191,580	Ps.	7,365,333	Ps.	1,401,483	Ps.	10,229,656

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2019	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	2,641,052	Ps.	726,685	Ps.	323,035	Ps.	111,020	Ps.	473,615	Ps.	5,715,147	Ps.	941,349	Ps.	331,393	Ps.	3,168,968
Tourist
Acapulco		227,954		40,241		63,102		43,286		53,812		1,419,091		452,731		63,333		1,269,386
Mazatlán		321,313		52,857		34,573		17,514		52,626		1,261,473		153,667		34,573		541,430
Zihuatanejo		191,512		25,596		22,876		18,660		43,614		605,929		122,048		22,876		524,549
Regional
Chihuahua		411,393		67,021		124,701		17,974		67,379		888,950		157,533		135,394		699,711
Culiacán		617,979		66,286		68,960		18,658		96,278		1,021,410		140,294		69,834		579,084
Durango		150,130		13,433		36,677		7,537		23,014		329,251		104,720		36,677		210,111
San Luis Potosi		174,340		35,631		110,743		12,857		27,938		736,196		470,919		110,743		639,981
Tampico		197,160		28,057		61,823		9,218		31,808		424,573		143,603		61,823		326,939
Torreon		201,446		23,683		18,343		9,883		31,658		394,575		129,541		18,639		285,823
Zacatecas		141,500		13,945		6,842		7,813		31,135		276,150		113,357		6,842		212,224
Border
Ciudad Juarez		380,271		55,990		17,650		11,799		61,374		602,764		211,678		31,452		362,169
Reynosa		113,515		18,240		112,031		8,189		26,375		676,207		400,642		113,242		549,139
Hotel
NH T2 Hotel		—		255,393		—		39,546		77,325		518,590		201,012		9,190		—
Hilton Garden Inn		—		103,474		—		11,382		32,345		301,362		34,001		82		—
Industrial Park:
VYNMSA		—		41,981		—		19,548		15,622		390,478		185,094		46,160		—
Other		—		5,651,607		—		50,368		4,891,268		17,432,325		6,554,142		3,194		—
Total		5,769,565		7,220,120		1,001,356		415,252		6,037,186		32,994,471		10,516,331		1,095,447		9,369,514
Eliminations		(16,903)		(5,400,515)		(46,522)		—		(1,181,880)		(15,717,510)		(3,126,865)		(46,522)		(102,403)
Consolidated	Ps.	5,752,662	Ps.	1,819,605	Ps.	954,834	Ps.	415,252	Ps.	4,855,306	Ps.	17,276,961	Ps.	7,389,466	Ps.	1,048,925	Ps.	9,267,111

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Revenues

12 Months Ended

Dec. 31, 2021

Revenues

Revenues

26.         Revenues

According to the General Airports Law on Airports and its regulations, Company revenues are classified as aeronautical services and non-aeronautical services.

Aeronautical services include those services provided to airlines and passengers as well as complementary services.

Non-aeronautical services include those services that are not essential for operating an airport, such as the lease of commercial premises, restaurants and banks.

Revenues generated by aeronautical services are under a price regulation system administered by the Ministry of Infrastructure, Communications and Transportation for airport concessions, which establishes a maximum rate (TM) for each year in a five-year period. The TM is the maximum amount of revenue per “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.

Non-aeronautical services are not covered by the regulation system administered by the Ministry of Infrastructure, Communications and Transportation. However, in some cases, they may be regulated by other authorities, as is the case with revenues generated from the operation of parking lots.

Under the General Airports Law and its regulations, revenues generated from the operation of parking lots are considered aeronautical revenues. For purposes of these financial statements, such revenues are classified as non-aeronautical.

Following is a detail of the composition of revenues of the Company, using the classification established by the General Airports Law and its related regulations, with the exception of non-aeronautical revenues as mentioned in the preceding paragraph:

	Year ended December 31,
	2021		2020		2019
Aeronautical services:
Domestic TUA	Ps.	3,422,714	Ps.	1,857,551	Ps.	3,776,401
International TUA		1,169,292		542,933		1,207,989
Landing charges		206,114		147,387		229,919
Platform for embarking and disembarking		134,436		90,257		150,055
Aircraft parking charges on extended stay or overnight		36,539		31,905		35,910
Domestic and international passenger and carry-on baggage check		52,998		29,688		62,970
Aerocars and jetways		22,395		19,920		48,074
Other airport services, leases and regulated access rights		233,240		222,917		241,344
Total revenues from aeronautical services	Ps.	5,277,728	Ps.	2,942,558	Ps.	5,752,662

	Year ended December 31,
	2021		2020		2019
Non-aeronautical services:
Commercial activities
Car parking charges	Ps.	217,728	Ps.	126,818	Ps.	279,463
Advertising(1)(2)		70,338		59,695		76,200
Retail operations(1)(2)		86,128		64,486		124,554
Food and beverage(1)(2)		120,148		87,499		144,374
Car rental operators(1)(2)		142,651		111,037		149,454
Time share developers(1)(2)		13,557		12,683		16,663
Financial services(1)(2)		8,355		7,853		10,367
Communication and services(1)(2)		18,137		17,800		16,006
Services to passenger		3,561		3,281		4,127
VIP lounges		49,381		36,538		51,176
Other services		49,593		44,300		43,542
Total revenue from commercial activities		779,577		571,990		915,926
Diversification activities:
Hotel services		221,728		141,890		357,032
OMA Carga		257,210		183,382		194,936
Real estate services		19,721		16,499		18,181
Industrial services		63,737		51,272		39,451
Other services		6,889		7,547		4,966
Total diversification activities		569,285		400,590		614,566
Complementary activities:
Leasing of space(1)(2)		122,639		85,729		83,477
Access rights		21,316		15,819		19,709
Documented baggage inspection		150,238		86,491		175,006
Other services (CUSS and CUTE)		10,324		10,420		10,921
Total of complimentary activities		304,517		198,459		289,113
Total revenue from non-aeronautical services	Ps.	1,653,379	Ps.	1,171,039	Ps.	1,819,605

(1) These revenues are considered as commercial concessions.

(2) Revenues from commercial concessions and complementary activities are generated principally based on the terms of Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) and/or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent are included under the caption “Commercial concessions” above.

Approximately 76% of consolidated revenues for the years ended December 31, 2021, 2020 and 2019, generated by the Monterrey, Acapulco, Mazatlán, Culiacán, Chihuahua, Ciudad Juárez, and San Luis de Potosí airports.

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Cost of services

12 Months Ended

Dec. 31, 2021

Cost of services

Cost of services

27.         Cost of services

The cost of services is as follows:

	Year ended December 31,
	2021		2020		2019
Wages and salaries	Ps.	229,358	Ps.	228,993	Ps.	242,473
Maintenance		142,069		124,563		177,191
Security and insurance		128,299		134,774		161,351
Utilities (electric, cleaning and water)		144,727		122,961		177,250
Building lease		2,015		2,543		15,683
Allowance for doubtful accounts		646		17,738		(241)
Cost of hotel service		44,282		30,650		85,706
Equipment lease, fees and others		90,711		103,736		94,794
	Ps.	782,107	Ps.	765,958	Ps.	954,207

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Subsequent event

12 Months Ended

Dec. 31, 2021

Subsequent event

Subsequent event

28. Subsequent event

a. Dividend payments

On January 19, 2022, a single dividend payment was made in the amount of Ps. 4,325,841 in the amount of Ps. 11.201923995 pesos per share upon delivery of coupon number 4. The dividend was declared in resolutions adopted by its General Ordinary and Extraordinary Shareholders’ Meeting, held on December 22, 2021, in which the Board of Directors was delegated to determine the amount and date of payment of the dividend.

b. Debt issuance and bank loans repayment

On March 31, 2022, GACN completed of its issuance of Ps. 4,000,000 in bonds linked to long-term sustainability, in two tranches, one at a variable rate and the other at a fixed rate The variable rate tranche in the amount of Ps. 1,700,000 in 5-year bonds at a variable rate at 28-day TIIE plus 14 basis points. The fixed rate tranche Ps. 2,300,000 in 7-year bonds at a fixed rate of 9.35%. The Bonds will be paid at maturity. With these issuances proceeds of the Issuances, GACN has prepaid short-term loans for a total amount of Ps. 2,700,000. The remaining proceeds will be used primarily to finance investments committed under the Master Development Program for the Group's airports.

c. Dividend declaration

On April 22, 2022, at the Shareholders’ Meeting, shareholders approved, among other matters, the payment of a cash dividend to shareholders of Ps.2,300,000 which will be paid in two installments: the first installment of Ps.1,800,000 no later than May 31, 2022, and a second installment of Ps.500,000, no later than July 31, 2022.

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Authorization for the issuance of the consolidated financial statements

12 Months Ended

Dec. 31, 2021

Authorization for the issuance of the consolidated financial statements

Authorization for the issuance of the consolidated financial statements

29.         Authorization for the issuance of the consolidated financial statements

The Company’s consolidated financial statements were authorized for issuance on April 29, 2022, by the Chief Executive Officer, Ricardo Dueñas Espriu and Ruffo Pérez Pliego del Castillo, General Director of Administration and Finance and, consequently do not reflect the events occurred after that date.

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Significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2021

Significant accounting policies

Application of new and revised International Financial Reporting Standards

a. Adoption of new and revised International Financial Reporting Standards

I. Application of new and modified International Financing Reporting Standards (“IFRSs” or “IAS”) that are mandatorily effective for the accounting period beginning on or after 2021

i. Impact of the initial application of Interest Rate Benchmark Reform (amendments to IFRS 9, IAS 39 and IFRS 7. )

In the current year, the Company adopted Phase 2 amendments Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these amendments enables the Company to reflect the effects of transitioning from the Interbank Offered Rate (IBOR) to alternative benchmark interest rate (also referred to as “risk-free rate” or RFRs) without given rise to accounting impacts that would not provide useful information to users of financial statements.

The Company’s management determined that the application of these amendments did not have a material impact on the consolidated financial statements.

ii. Impact of the initial application of Covid-19-Related Rent Concessions Amendment to IFRS 16

In the prior year, the Company early adopted Covid19-Related Rent Concessions (amendment to IFRS 16) that provided practical relief to lessees in accounting for rent concessions occurring as a direct consequence of COVID-19, by introducing a practical expedient to IFRS 16.

In March 2021, the IASB issued Rent Concessions related to COVID-19 after June 30, 2021 (amendment to IFRS 16). When the IASB issued amendments to IFRS 16 in May 2020, the lessor was allowed to apply the practical expedient of the rent concession for any reduction in lease payments affecting the original payments before or at June 30, 2021. Due to the nature of the COVID-19 pandemic, the amendment extended a practical expedient to apply those original payments on or before June 30, 2022.

The Company’s management determined that the application of these amendments did not have a material impact on the consolidated financial statements, since it did not receive rent concessions in the period.

II. New and modified IFRS Standards in issue but not yet effective

At the date of authorization of these financial statements, the Company has not applied the following new and modified IFRS Standards that have been issued but are not yet effective:

IFRS 10 and IAS 28 (amendments)	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (3)
Amendments to IAS 1	Classification of Liabilities as Current or Non-current. (2)
Amendments to IFRS 3	Reference to the Conceptual Framework (1)
Amendments to IAS 16	Property, Plant and Equipment—Proceeds before Intended Use (1)
Amendments to IAS 37	Onerous Contracts – Cost of Fulfilling a Contract (1)
Annuals Amendments a IFRS cycle del 2018 – 2020	Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards (2), IFRS 9 (1) Financial Instruments, IFRS 16 Leases (3).
Amendments to IAS 1 and IFRS Practice Statements 2	Disclosure of accounting policies (3).
Amendments to IAS 8	Definition of accounting estimates (2).
Amendments to IAS 12	Deferred taxes related to assets and liabilities arising from a single transaction (2).

1) Effective for annual periods beginning on the January 1, 2022

2) Effective for annual periods beginning on January 1, 2023

3) Effective day has not yet been defined by the IASB.

Management does not expect that the adoption of these and modifications will have a significant impact on the consolidated financial statements of the Company.

Foreign currency transactions

b. Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate in effect at the date of the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the exchange rate prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange fluctuations are recorded in profit or loss, except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.

Cash and cash equivalents

c. Cash and cash equivalents

Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal value and cash equivalents are measured at fair value.

Financial instruments

d. Financial instruments

Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

Financial assets

All purchases or sales of financial assets in the ordinary course of business are recognized and derecognized on a trade date basis. Purchases or sales in the ordinary course of business are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.

As of December 31, 2021, 2020 and 2019, all of the Company’s financial assets have been recognized at amortized cost.

i) Amortized cost and effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and amounts paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.

ii) Financial assets at fair value through other comprehensive income (FVTOCI)

Financial assets at fair value through other comprehensive income are those whose business model is based on obtaining contractual cash flows and selling financial assets, in addition to their contractual conditions giving rise, on specified dates, to cash flows that they are only payments of the principal and interest on the outstanding principal amount. As of December 31, 2021, the Company does not have financial assets at fair value through other comprehensive income.

iii) Financial assets at fair value through profit or loss (FVTPL)

Financial assets are classified at fair value through profit or loss when the financial asset is held for trading, or it is designated as fair value through profit or loss. As of December 31, 2021, 2020 and 2019, the Company does not have financial assets at fair value through profit.

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost or at FVTOCI, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company recognizes lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, including general economic conditions.

For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial

recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

i) Definition of default

The Company considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:

● When there is a breach of financial covenants by the debtor; or

● The information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).

Irrespective of the above analysis, the Company considers that default has occurred when a financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

ii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.

iii) Write-off policy

The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the debtor has been placed under liquidation or bankruptcy proceedings. Any recoveries made are recognized in profit or loss.

iv) Measurement and recognition of expected credit losses

According to IFRS 9, the Company recognize a provision of expected credit losses in the financial assets such as trade receivables and other financial assets. The expected credit losses on these financial assets are estimated from the initial recognition of the asset at each reporting date, using as a reference the past experience of the Company’s credit losses, adjusted for factors that are specific to the debtors or groups of debtors, the general economic conditions and an assessment of both, management and conditions existing as of the reporting date, including the time value of money where appropriate.

The measurement of expected credit losses is a function of the probability of default, loss due to a default (i.e., the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss due to a default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.

Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expires, or when it transfers to another entity the financial asset and substantially all the risks and rewards of ownership of the asset.

On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

The Company records a reserve for the repurchase of shares from amounts appropriated from retained earnings, to strengthen the supply and demand of its shares in the stock market, as permitted by Mexican Securities Law. The shareholders’ meeting authorizes the maximum disbursement for the repurchase of shares to be used for this activity in each period between said meeting and the following, in which the application of results is approved and made.

At the time of a purchase, shares are converted into treasury shares and become part of the shareholders’ equity at the purchase price; one part of the capital stock to the historical value, and the remainder to the reserve to repurchase shares.

Financial liabilities

All financial liabilities are measured subsequently at amortized cost using the effective interest method or at FVTPL.

Other financial liabilities

Other financial liabilities, including loans, bond issuances and debt with lenders and trade creditors and other payables are valued initially at fair value, represented generally by the consideration transferred, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in results.

When a financial liability measured at amortized cost is modified without a derecognition, the Company recognizes a gain or loss in the modification, which is calculated as the difference between the amortized cost at the date of the refinancing and the cash flows with the new terms of financing discounted at the effective interest rate of the original debt. In addition, when the Company refinancing the transaction and the previous liability qualifies to be derecognized, the costs incurred in the refinancing are recognized immediately in results at the date of the termination of the previous financial liability.

Property, leasehold improvements and equipment, net

e. Property, leasehold improvements and equipment, net

Expenditures for property, leasehold improvements and equipment acquired are carried at acquisition cost. Depreciation is recognized so as to write off the cost or deemed cost of assets (other than freehold land and properties under construction). Depreciation of property, leasehold improvements and equipment is calculated using the straight-line method over the useful life of the asset. Depreciation begins in the month in which the asset is placed in service. The useful lives of assets are as follows:

	Useful
	Life (years)
Improvement in leased assets	20
Machinery and equipment	10
Furniture and office equipment	10
Transportation equipment	4
Computer equipment	3.3

The depreciation of property, leasehold improvements and equipment is recorded in results.

Disposal of assets

The gain or loss on the sale or retirement of an item of property and equipment is calculated as the difference between the proceeds from the sale and the carrying value of the asset and is recognized in income when all risks and rewards of ownership of the asset is transferred to the buyer, which generally occurs when ownership of the asset is transferred to the buyer.

Replacements or renewals of a component of property or equipment that extend the useful life of the asset, or its economic capacity are recognized as an increase to property and equipment, with the subsequent write-off or derecognition of the assets replaced or renewed.

Construction in progress for leasehold improvement

Construction in progress for leasehold improvement is carried at cost less any recognized impairment loss. Cost includes professional fees and, in the case of qualifying assets, borrowing costs capitalized in accordance with the Company’s accounting policy. Such properties are transferred to the appropriate categories of property and equipment when completed and ready for intended use. The depreciation of these assets, as well as other properties, begins when the assets are ready for use.

Subsequent costs

Subsequent costs form part of the value of the asset or are recognized as a separate asset only when it is probable that such disbursement represents an increase in productivity, capacity, efficiency or an extension of the life of the asset and the cost of the item can be determined reliably. All other expenses, including repairs and maintenance are recognized in comprehensive income as incurred.

Leases

f. Leases

-    As lessor

Leases for which the Company is a lessor are classified as financial leases or operating leases. Whenever the terms of the lease transfer substantially all risks and rewards of ownership in the lessee, the contract is classified as a financial lease. All other leases are classified as operating leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

-    As lessee

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise in:

● Fixed payments, (including in-substance fixed payments; ), less any lease incentives receivable.

● Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.

● The amount expected to be payable by the lessee under a residual value guarantee.

● The exercise price of purchase options if the lessee is reasonably certain to exercise the options, and

● Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

-      The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

-      The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

-      A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The Company did not make any such adjustments during the periods presented.

Right-of-use assets

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfer’s ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the “Property, Plant and Equipment’ policy.

Guarantee deposits

g. Guarantee deposits

Guarantee deposits correspond to amounts received from lessees to guarantee performance under the lease. They are recorded at cost and are either returned to tenants at the end of the lease term or recognized against services unpaid by tenants.

Additionally, certain agreements were entered into with airlines, which established escrow deposits paid by the airlines to guarantee their obligation for payment of the amounts collected from passengers for the Airport Use Fee (Tarifa de Uso de Aeropuertos or “TUA”) and other airport services.

If the payment obligations are not met, the Company may immediately exercise the guarantees and utilize the funds. The aforementioned escrow deposits are recorded at cost.

Borrowing costs

h. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets is substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

Investment in airport concessions

i. Investment in airport concessions

This item consists of the rights paid to manage, operate and, in certain cases make capital investments to 13 airports based on a concession granted by the Mexican Government through the Ministry of Infrastructure, Communications and Transportation, and to use their facilities, for a 50-year term.

Investment in concessions includes the rights to use airport facilities of airport concessions and improvements to concessioned assets and represents the amount granted by the Ministry of Infrastructure, Communications and Transportation to each airport concessions, plus improvements made to each individual concession since the time of grant.

Under all concession arrangements, (i) the grantor controls or regulates what services the Company must provide with the infrastructure, to whom it must provide them, and at what price; and (ii) the grantor controls, through ownership, any significant residual interest in the infrastructure at the end of the term of the arrangement. Accordingly, the Company classifies the assets derived from the construction, administration and operation of the service concession arrangements either as intangible assets, financial assets (accounts receivable) or a combination of both.

The Company classifies its concessioned assets as an intangible asset, including its improvements.

An intangible asset results when the operator constructs or makes improvements and is allowed to operate the infrastructure for a fixed period after construction is complete, in which the future cash flows of the operator have not been specified, because they may vary depending on the use of the asset and are therefore considered contingent. The cost of financing incurred during the construction period is capitalized.

Investments in airport concessions are amortized on a straight-line basis over the term of the concession, which is until 2048, or from the date of capitalization of additions or improvements considering the remaining term of the concession.

Revenues and costs related to construction or improvements to intangible assets subject to the Company’s airport concession with the government are recognized as revenue based on the percentage of completion method associated with the related construction costs.

The Company classified current construction projects as part of improvements to concessioned assets in progress (contract assets).

Impairment of tangible and intangible assets

j. Impairment of tangible and intangible assets

Management periodically evaluates the impairment of long-lived assets in order to determine whether there is evidence that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, if any.

Intangible assets with indefinite useful life and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

When an impairment subsequently reverses, the Company reverses a portion, or all of the impairment losses recognized in prior periods. When an impairment loss is reversed, the carrying amount of the asset is increased to the revised estimated value of its recoverable amount, only to the extent that the increased carrying amount does not exceed the carrying amount that would have been calculated if no impairment loss had been initially recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

The Company considers that each airport individually cannot be considered as a “cash generating unit” to determine the extent of the loss impairment, since the tender for the concession was made by the Mexican Government as a package of 13 airports. Therefore, licensees are obligated to operate them regardless of the results generated individually. Considering the above, the evaluation of a possible impairment loss is performed taking into account the net assets of the 13 airports taken as a whole, while the hotels and industrial park are evaluated individually.

Provisions

k. Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, when it is probable that the Company will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties associated with the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows, (when the effect of the time value of money is material).

The main provision recognized by the Company is for major maintenance for its concessioned assets, which is classified as current or noncurrent based on the estimated time period over which it expects to settle the obligation.

Major maintenance provisions

l. Major maintenance provisions

The Company is required to perform major maintenance activities to its airports as established by the concession provided by the Mexican Government, in order to preserve the infrastructure in optimal working condition. The estimated major maintenance costs are considered in the Company’s Master Development Program, which is reviewed and updated every five years. The Company recognizes and measures the contractual obligations of major maintenance of infrastructure when accrued according to IAS 37 (Provisions, Contingent Liabilities and Contingent Assets) and IFRS Interpretation Committee 12 (Service Concession Arrangements), a portion is recorded as short-term and the remainder as long-term depending on the period in which the maintenance is expected to be performed. These contractual obligations to maintain and restore the infrastructure of airports are recognized as a provision in the consolidated statements of financial position and in the expenses of the current fiscal year, pursuant to estimates that are required to comply with the present obligation at the end of the reporting period. When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation. The carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as an expense. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates.

Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions.

In periods following the initial recognition and measurement of the maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a remeasurement of the provision and charged or credited as an operating item within the consolidated statements of income and other comprehensive income.

Income taxes

m. Income taxes

Income tax expense represents the sum of the tax currently and deferred tax. Current tax is determined based on taxable profit, which differs from profit as reported in the consolidated statement of income and other comprehensive income because of items of income or expense that are taxable or deductible in periods different from when they are recognized in accounting profit.

Deferred income taxes are recognized for the applicable temporary differences resulting from comparing the accounting and tax values of assets and liabilities plus any future benefits from tax loss carry forwards. Except as mentioned in the following paragraph, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the expected benefit of tax losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. The Company determined recoverability of its deferred tax assets for each subsidiary based on its projections of future taxable income, which include the Master Development Program and the maximum rates for the period 2021-2025 approved by the Ministry of Infrastructure, Communications and Transportation.

Current and deferred income taxes are recognized as income or expense in profit or net loss, except when they relate to items recognized outside of profit or loss, as in the case of items of other comprehensive income, or other shareholders’ equity items, in which case the tax is recognized in other comprehensive income as part of the equity item involved.

Assets and deferred tax liabilities are offset when a legal right to offset assets with liabilities exists and when they relate to income taxes relating to the same tax authorities and the Company intends to liquidate its assets and liabilities on a net basis.

Employee benefits

n. Employee benefits

Short-term employee benefits

A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Certain subsidiaries are subject to payment of statutory employee profit sharing and is recorded in the results of the year in which it is incurred and presented under cost and administrative expenses in the consolidated statements of income and other comprehensive income.

As a result of the Income Tax Law of 2014, as of December 31, 2021, and 2020, the PTU is determined based on taxable income according to section I of article 9 of the same Law.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

Benefits from retirement and termination

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the consolidated financial statements with a charge or credit recognized in other comprehensive income in the period in which they occur.

Remeasurement recognized in other comprehensive income may be reclassified directly to retained earnings but will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

● Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements)

● Net interest expense or income

● Remeasurement

The Company presents the first two components of defined benefit costs in the consolidated statements of income and other comprehensive income in the line items cost of services and administrative expenses. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognized at the earlier of when the Company can no longer withdraw the offer of the termination benefit and when the Company recognizes any related restructuring costs.

Revenue recognition

o. Revenue recognition

The revenues are recognized at the fair value of the consideration received or receivable, net of any discount. The Company applies a 5-step approach to revenue recognition:

● Step 1: Identify the contract(s) with a customer

● Step 2: Identify the performance obligations in the contract

● Step 3: Determine the transaction price

● Step 4: Allocate the transaction price to the performance obligations in the contract

● Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Under IFRS 15, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.

Revenues are mainly generated from the delivery of aeronautical and non-aeronautical services.

Aeronautical services

Consist mainly of revenues generated from activities related to services provided to airlines and passengers. These revenues are subject to a system of prices regulated by the Ministry of Infrastructure, Communications and Transportation, which establishes a maximum rate for such aeronautical and complementary services provided at each airport. Such revenues are recognized when the related services are rendered.

With the objective of increasing demand for aeronautical traffic at its airports, the Company implemented an incentive program to its airline customers linked to an increase in airline traffic and the opening of new routes, which is subject to certain restrictions. These incentives are recorded as a reduction of revenues over the period they are provided to clients (see note 27).

Non-aeronautical services

Consist mainly of the leasing of commercial spaces in airport terminals (different from spaces occupied by airlines that are essential for their operation), revenues from the operation of parking lots, advertising, fees from access to third parties that provide catering services and other services at airports. Spaces in the airport terminals are rented through operating lease agreements that contain either fixed monthly rent (increased annually based on the National Consumer Price Index (“NCPI”)) or fees based on a minimum monthly fee or a percentage of the monthly income of the lessee, whichever is higher (contingent rent). The fixed portion of lease revenues is recognized when the services are rendered or based on the terms of the related lease.

Contingent rentals received from the percentage of monthly sales from the Company’s leases are recognized in income once the contingency is met. Therefore, during the year, the percentage of lessee monthly revenues is recognized in the following month, once the Company has received information related to its tenants’ revenues. Though each year reported includes twelve months of revenues, this accounting treatment results in a one-month lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee. However, the Company monitors the effect of this one-month lag at each reporting date and does not believe such effect to be material to its reported results.

The Company’s policy for recognition of revenue from operating leases is described in detail, in subparagraph g) of this note (the Company as lessor).

Hotel services revenues

Revenues are recognized when the services are rendered.

Construction services and costs of improvements to concessioned assets

Under IFRIC 12 (Service Concession Arrangements), the Company recognizes revenues and costs for improvements to the airport concession according to the percentage of completion method derived from the improvements made to the airports and that are included in the Master Development Program. Construction service revenues related to the airport concession are determined based on the exchange between the Company and the government, as the Company constructs or improves the airports based on the Master Development Program, and the government grants the Company the right to obtain revenues from the airport services rendered in return for those construction services.

The cost for construction services is determined according to the cost the Company would incur in the construction or improvements based on the investments included in the Master Development Program, for which, through a tender offer, the Company contracts third parties to perform. The revenue amount and cost are equivalent because the Company does not obtain any profit margin for the construction and consider that the costs incurred are paid at market prices.

Basic and diluted earnings per share

p. Basic and diluted earnings per share

Basic earnings per share are computed by dividing net income of the controlling interest by the weighted average number of common shares outstanding during the year. The Company does not have potentially dilutive shares

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Significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2021

Significant accounting policies

Summary of useful lives of assets

	Useful
	Life (years)
Improvement in leased assets	20
Machinery and equipment	10
Furniture and office equipment	10
Transportation equipment	4
Computer equipment	3.3

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Cash and cash equivalents (Tables)

12 Months Ended

Dec. 31, 2021

Cash and cash equivalents.

Schedule of cash and cash equivalents

	December 31,
	2021		2020		2019
Cash	Ps.	5,986,217	Ps.	2,360,422	Ps.	2,916,936
Cash equivalents:
Bank notes		—		598,382		512,027
Money market investment funds		947		—		910
	Ps.	5,987,164	Ps.	2,958,804	Ps.	3,429,873

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Accounts receivable (Tables)

12 Months Ended

Dec. 31, 2021

Accounts receivable

Schedule of accounts receivable

	December 31,
	2021		2020		2019
Receivables	Ps.	1,106,002	Ps.	854,402	Ps.	766,748
Allowance for doubtful accounts (note 7 b.)		(20,332)		(20,759)		(8,992)
	Ps.	1,085,670	Ps.	833,643	Ps.	757,756

Schedule of percentage of principal customers among total accounts receivable

	December 31,
	2021	2020	2019
	%	%	%
Accounts receivable:
Aeroenlaces Nacionales, S. A. de C. V.	35.78	33.00	21.16
Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.	24.01	28.10	27.40
Aerolitoral, S. A. de C. V.	8.82	8.98	20.88
Aerovías de México, S. A. de C.V.	10.44	4.74	6.70

Schedule of percentage of revenue from principal customers

	Year ended December 31,
	2021	2020	2019
	%	%	%
Revenues by client:
Aerolitoral, S. A. de C. V.	8.14	10.49	13.26
Aeroenlaces Nacionales, S. A. de C. V.	28.45	21.07	17.79
ABC Aerolíneas, S. A. de C. V.	—	4.24	10.38
Concesionaria Vuela Compañía de Aviación, S. A. P. I. de C. V.	19.32	17.36	16.11
Aerovías de México, S. A. de C. V.	6.78	4.07	4.07

Schedule of changes in allowance for doubtful accounts

	December 31,
	2021		2020		2019
Beginning balance	Ps.	20,759	Ps.	8,992	Ps.	31,986
Decrease		646		18,342		(241)
Cancelation		—		(5,542)		—
Write-off		(1,073)		(1,033)		(22,753)
Ending balance	Ps.	20,332	Ps.	20,759	Ps.	8,992

Schedule of aging of trade accounts receivable past due but not reserved

	Airports		Others		Total
Gross book value	Ps.	1,039,503	Ps.	46,167	Ps.	1,085,670
Collateral		1,242,255		25,432		1,267,687
Probability of default in range		0% - 100%		0% - 100%
Loss due to default range		0% - 100%		0% - 100%
Beginning balance of impairment of account receivable	Ps.	17,428	Ps.	3,331	Ps.	20,759
(Decrease) increase in the provision		537		109		646
Write-off		(1,073)		—		(1,073)
Ending balance	Ps.	16,892	Ps.	3,440	Ps.	20,332

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Other accounts receivable and prepaid expenses (Tables)

12 Months Ended

Dec. 31, 2021

Other accounts receivable and prepaid expenses.

Schedule of other accounts receivable and prepaid expenses

	December 31,
	2021		2020		2019
Prepaid expenses	Ps.	33,180	Ps.	59,033	Ps.	33,310
Guarantee deposits		6,952		6,167		5,897
Others		2,201		1,375		3,535
	Ps.	42,333	Ps.	66,575	Ps.	42,742

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Property, leasehold improvements and equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, leasehold improvements and equipment

Schedule of property, leasehold improvements and equipment

	December 31,
	2021		2020		2019
Net carrying value:
Land (see note 10)	Ps.	1,709,508	Ps.	1,709,508	Ps.	1,709,508
Leasehold improvements		857,274		854,829		786,085
Machinery and equipment		53,600		72,867		83,611
Furniture and office equipment		22,786		27,940		35,105
Transportation equipment		51		287		1,555
Computer equipment		5,857		2,838		2,212
Construction in progress for leasehold improvements		75,220		32,200		29,025
	Ps.	2,724,296	Ps.	2,700,469	Ps.	2,647,101

													Construction
					Machinery		Furniture						in progress of
			Leasehold		and		and office		Transportation		Computer		leasehold
Cost	Land		improvements		equipment		equipment		equipment		equipment		improvements		Total
Balance as of January 1, 2019	Ps.	1,709,508		999,798		202,959		158,112		61,730		67,731		5,409		3,205,247
Acquisitions		—		49,345		3,386		2,168		—		869		80,290		136,058
Disposals		—		—		—		(525)		—		—		—		(525)
Transfers		—		9,403		—		—		(34,283)		(430)		(55,656)		(80,966)
Other		—		—		—		(20)		(5,792)		(595)		(1,018)		(7,425)
Balance as of December 31, 2019		1,709,508		1,058,546		206,345		159,735		21,655		67,575		29,025		3,252,389
Acquisitions		—		—		8,380		440		—		3,973		134,821		147,614
Transfers		—		130,420		—		—		—		—		(130,420)		—
Other		—		—		—		(206)		—		(3,097)		(1,226)		(4,529)
Balance as of December 31, 2020		1,709,508		1,188,966		214,725		159,969		21,655		68,451		32,200		3,395,474
Acquisitions		—		463		208		1,908		—		5,023		114,129		121,731
Disposals		—		—		—		—		(2,393)		—		—		(2,393)
Transfers		—		70,373		53		590		—		—		(71,109)		(93)
Other		—		—		(7,237)		—		(1,003)		(330)		—		(8,570)
Balance as of December 31, 2021	Ps.	1,709,508	Ps.	1,259,802	Ps.	207,749	Ps.	162,467	Ps.	18,259	Ps.	73,144	Ps.	75,220	Ps.	3,506,149

											Construction in
					Furniture and						progress of
Accumulated	Leasehold		Machinery and		office		Transportation		Computer		leasehold
depreciation	improvements		equipment		equipment		equipment		equipment		improvements		Total
Balance as of January 1, 2019	Ps.	(216,577)		(103,765)		(115,438)		(36,404)		(62,801)		—		(534,985)
Depreciation		(55,884)		(18,969)		(9,729)		(4,806)		(3,051)		—		(92,439)
Disposals		—		—		525		—		—		—		525
Other		—		—		12		21,110		489		—		21,611
Balance as of December 31, 2019		(272,461)		(122,734)		(124,630)		(20,100)		(65,363)		—		(605,288)
Depreciation		(61,676)		(19,124)		(7,720)		(1,268)		(2,532)		—		(92,320)
Disposals		—		—		—		—		—		—		—
Other		—		—		321		—		2,282		—		2,603
Balance as of December 31, 2020		(334,137)		(141,858)		(132,029)		(21,368)		(65,613)		—		(695,005)
Depreciation		(68,391)		(19,347)		(7,652)		(64)		(2,027)		—		(97,481)
Disposals		—		7,056		—		2,446		—		—		9,502
Other		—		—		—		778		353		—		1,131
Balance as of December 31, 2021	Ps.	(402,528)	Ps.	(154,149)	Ps.	(139,681)	Ps.	(18,208)	Ps.	(67,287)	Ps.	—	Ps.	(781,853)

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Investment in airport concessions (Tables)

12 Months Ended

Dec. 31, 2021

Investment in airport concessions

Schedule of carrying value and changes in concessioned assets

	December 31,
	2021		2020		2019
Projects completed and in operation:
Airport concessions	Ps.	605,643	Ps.	605,643	Ps.	605,643
Rights to use airport facilities		3,356,762		3,356,762		3,356,762
Improvements to concessioned assets (see note 15)		9,694,492		8,594,136		7,331,450
Improvements to concessioned assets in progress		1,303,793		615,246		624,063
Accumulated amortization		(3,280,006)		(2,942,131)		(2,650,807)
	Ps.	11,680,684	Ps.	10,229,656	Ps.	9,267,111

The changes in investment in concessions are as follows:

	December 31,
	2021		2020		2019
Investment in airport concessions
Beginning balance	Ps.	13,171,787	Ps.	11,917,919	Ps.	10,963,084
Increase		1,788,903		1,253,868		954,835
Ending balance		14,960,690		13,171,787		11,917,919
Amortization of airport concessions:
Beginning balance		(2,942,131)		(2,650,807)		(2,396,427)
Increase		(337,875)		(291,323)		(254,380)
Ending balance		(3,280,006)		(2,942,131)		(2,650,807)
Net investment in airport concessions	Ps.	11,680,684	Ps.	10,229,656	Ps.	9,267,111

Schedule of contractual obligations under development plan

Year	Amount
2022	Ps.	4,024,680
2023		3,022,167
2024		2,894,608
2025		2,577,877
	Ps.	12,519,332

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Composition of GACN (Tables)

12 Months Ended

Dec. 31, 2021

Composition of GACN

Schedule of information about the composition of GACN

	Place of	Number of subsidiaries
	incorporation and	December 31,
Principal activity	operation	2021, 2020, 2019
Airports	Mexico	13
Hotels	Mexico	2
Services	Mexico	9
		24

Schedule of consolidated subsidiaries

Name of subsidiary	Ownership Percentage
Airport services;
Aeropuerto de Monterrey, S. A. de C. V.	100	%
Aeropuerto de Acapulco, S. A. de C. V.	100	%
Aeropuerto de Mazatlán, S. A. de C. V.	100	%
Aeropuerto de Zihuatanejo, S. A. de C. V.	100	%
Aeropuerto de Culiacán, S. A. de C. V.	100	%
Aeropuerto de Ciudad Juárez, S. A. de C. V.	100	%
Aeropuerto de Chihuahua, S. A. de C. V.	100	%
Aeropuerto de Torreón, S. A. de C. V.	100	%
Aeropuerto de Durango, S. A. de C. V.	100	%
Aeropuerto de Tampico, S. A. de C. V.	100	%
Aeropuerto de Reynosa, S. A. de C. V.	100	%
Aeropuerto de Zacatecas, S. A. de C. V.	100	%
Aeropuerto de San Luis Potosí, S. A. de C. V.	100	%
Hotels and Services:
Operadora de Aeropuertos del Centro Norte, S. A. de C. V.	100	%
Servicios Aeroportuarios del Centro Norte, S. A. de C. V.	100	%
Servicios Aero Especializados del Centro Norte, S. A. de C. V.	100	%
OMA Logística, S. A. de C. V.(1)	100	%
Holding Consorcio Grupo Hotelero T2, S. A. de C. V.(2)	100	%

(1) Includes subsidiaries with interest in; OMA VYNMSA Aero Industrial Park, S.A. de C.V (VYNMSA) of which the Company owns 51% of the shares, Consorcio Hotelero Aeropuerto de Monterrey, S.A.P.I de C.V. with 85% and Servicios Hoteleros Aeropuerto de Monterrey, S.A. de C.V. with 85%.

(2) Provides hotel services and includes its subsidiaries: Servicios Complementarios del Centro Norte S.A. de C.V., with 100% of the shares, Consorcio Grupo Hotelero T2, S.A. de C.V. and Servicios Corporativos Terminal 2, S.A. de C.V. with 90% of the shares.

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Trade accounts payable (Tables)

12 Months Ended

Dec. 31, 2021

Trade accounts payable.

Schedule of trade accounts payable

	December 31,
	2021		2020		2019
Suppliers and contractors	Ps.	123,330	Ps.	107,507	Ps.	140,806
Customer advances		58,512		91,841		43,102
Statutory employee profit sharing		31,365		4,700		12,883
	Ps.	213,207	Ps.	204,048	Ps.	196,791

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Payable taxes and other accrued expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payable taxes and other accrued expenses

Schedule of tax payable and other accrued expenses

	December 31,
	2021		2020		2019
Accrued expenses	Ps.	210,515	Ps.	172,847	Ps.	202,363
Taxes payable other than income tax		713,850		153,046		345,461
Accrued interest		73,489		44,295		42,438
	Ps.	997,854	Ps.	370,188	Ps.	590,262

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Short-term debt (Tables)

12 Months Ended

Dec. 31, 2021

Short-term debt

Schedule of short-term debt

		2021
Credit line with Banco Nacional de México for Ps.1,000,000, for six months at a variable rate of TIIE 28 plus 1.0 percentage point.	Ps.	1,000,000
Credit line with HSBC Mexico for Ps.900,000, for six months, at a variable rate of TIIE 91 plus 0.50 percentage points.		900,000
Credit line with Banco Santander Mexico for Ps.1,000,000, for six months at a variable rate TIIE 28 plus 1.55 percentage points on average.		800,000
Total short-term debt		2,700,000

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Long-term debt (Tables)

12 Months Ended

Dec. 31, 2021

Long-term debt

Schedule of long-term debt

	December 31,
	2021		2020		2019
Debt securities issued in the Mexican market on June 16, 2014, for Ps. 3,000,000, accruing interest at a fixed rate of 6.85%, for a 7-year term maturing on June 7, 2021. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA	Ps.	—	Ps.	3,000,000	Ps.	3,000,000
Debt securities issued in the Mexican market on March 26, 2013, for Ps. 1,500,000, accruing interest at a fixed rate of 6.47%, for a 10-year term maturing on March 14, 2023. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA		1,500,000		1,500,000		1,500,000
Unsecured lines of credit with Private Export Funding Corporation (supported by Ex-Im Bank) in 2010 and 2011 for U.S.$ 25,365 thousand maturing on December 21, 2021. As December 31, 2021, 2020 and 2019, outstanding amounts were U.S.$0, U.S.$ 678 thousand and US.$ 2,495 thousand, respectively. Baggage screening equipment was pledged to secure the loan ⁽²⁾. The loan accrues interest at a three-month London Interbank Offered (“LIBOR”) rate plus 1.25 percentage points, with quarterly payments of principal. As of December 31, 2021, 2020 and 2019, the interest rate was %, 1.49% and 3.15%, respectively.		—		13,503		49,575
Debt securities issued in the Mexican market on April 16, 2021, for Ps. 1,000,000, the loan accrues interest at a TIIE 28 rate (1) plus 75 basis points for a 5-year term maturing on April 10, 2026. Financing of green projects specified in the Bank's framework		1,000,000		—		—
Debt securities issued in the Mexican market on April 16, 2021, for Ps. 2,500,000, accruing interest at a fixed rate of 7.83%, for a 7-year term maturing on April 7, 2028.		2,500,000		—		—
Total long-term debt		5,000,000		4,513,503		4,549,575
Less:
Financing commissions		(3,378)		(3,115)		(5,966)
		4,996,622		4,510,388		4,543,609
Current portion long-term debt		—		(3,013,502)		(36,851)
Long-term debt	Ps.	4,996,622	Ps.	1,496,886	Ps.	4,506,758

(1) The Interbank Offering Rate in Mexico “TIIE” to the 28-days as of December 31, 2021, was 5.7150.

(2) Carrying value amounts to Ps.266,181, and Ps.275,095 as of December 31, 2020, and 2019, respectively, and is recorded in improvements to concessioned assets (note 10). The Company is not authorized to grant such equipment as collateral in other loans or sell them to another Company.

Schedule of changes in consolidated long-term debt

	December 31,
	2021		2020		2019
Initial debt balance	Ps.	4,510,388	Ps.	4,543,609	Ps.	4,584,594
New loans		3,500,000		—		—
Long term debt repayment		(13,967)		(42,592)		(40,790)
Amortization of debt securities		(3,000,000)		—		—
Payment of commissions and other expenses		(12,859)		—		—
Amortization of expenses		12,595		2,851		2,663
Exchange rate fluctuation		465		6,520		(2,858)
Ending balance of debt	Ps.	4,996,622	Ps.	4,510,388	Ps.	4,543,609

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Major maintenance provision (Tables)

12 Months Ended

Dec. 31, 2021

Major maintenance provision.

Schedule of composition and changes of major maintenance provision

	December 31,							December 31, 2021
	2020		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	1,317,985	Ps.	626,790	(1)	Ps.	(203,042)	Ps.	692,788	Ps.	1,048,945

	December 31,							December 31, 2020
	2019		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	953,896	Ps.	467,793	(1)	Ps.	(103,704)	Ps.	443,570	Ps.	874,415

	December 31,							December 31, 2019
	2018		Additions			Disbursements		Short-term		Long-term
Major maintenance of concessioned assets	Ps.	943,548	Ps.	315,481	(1)	Ps.	(305,133)	Ps.	151,554	Ps.	802,342

(1) Includes Ps.114,137, Ps.75,262 and Ps.23,157, recognized as interest cost in the consolidated statement of income and other comprehensive income, for the unwinding effect of the present value calculation as of December 31, 2021, 2020 and 2019, respectively.

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Labor obligations (Tables)

12 Months Ended

Dec. 31, 2021

Labor obligations

Schedule of principal assumptions for actuarial valuations

	Year ended December 31,
	2021		2020		2019
Discount rate (see note 5 a.)	7.9	%	7.4	%	8.0	%
Expected rate of salary increase	5.8	%	5.8	%	5.8	%
Average longevity at retirement age for current employees (years)	14		12		14
Inflation	4.0	%	4.0	%	5.0	%

Schedule of amounts recognized in the statement of income and other comprehensive income

	Year ended December 31,
	2021		2020		2019
Service cost:
Current service cost	Ps.	9,535	Ps.	8,276	Ps.	7,465
Net interest expense		8,936		8,490		7,156
Reductions and Terminations		—		(9,131)		—
Components of defined benefit costs recognized in profit or loss		18,471		7,635		14,621
Remeasurement on the net defined benefit liability:
Actuarial gains and losses arising from changes in financial assumptions		2,094		2,653		(161)
Actuarial gains and losses arising from experience adjustments		(6,414)		10,386		12,995
Components of defined benefit costs recognized in other comprehensive income (loss)		(4,320)		13,039		12,834
Total	Ps.	14,151	Ps.	20,674	Ps.	27,455

Schedule of the amount included in the consolidated statement of financial position arising from the Company's obligation in respect of its defined benefit plans

	December 31,
	2021		2020		2019
Present value of defined benefit obligations	Ps.	129,199	Ps.	115,691	Ps.	106,160

Schedule of movements in the present value of the defined benefit obligation

	December 31,
	2021		2020		2019
Present value of defined benefit obligation as of January 1,	Ps.	115,691	Ps.	106,160	Ps.	79,905
Current service cost		9,535		8,276		7,465
Interest cost		8,936		8,490		7,156
Reductions and Terminations		—		(9,131)		—
Remeasurement (gains)/losses:
Actuarial gains and losses arising from changes in financial and demographic assumptions		2,094		2,653		(161)
Actuarial gains and losses arising from experience adjustments		(6,414)		10,386		12,995
Benefits paid		(643)		(11,143)		(1,200)
Present value of defined benefit obligation	Ps.	129,199	Ps.	115,691	Ps.	106,160

Schedule of expected cash flows from pension plans and seniority premium benefits

			Seniority premium
Year	Pensions plan		benefits		Total
2022	Ps.	—	Ps.	1,000	Ps.	1,000
2023		559		1,294		1,853
2024		9,794		1,614		11,408
2025		289		1,547		1,836
From 2026 and subsequently		153,931		44,019		197,950
Total	Ps.	164,573	Ps.	49,474	Ps.	214,047

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Right of use assets, net and lease liability (Tables)

12 Months Ended

Dec. 31, 2021

Right of use assets, net and lease liability

Summary of the right-of-use assets and the lease liability

Cost	Buildings		Other		Total
Balance as of January 1, 2020	Ps.	224,074	Ps.	23,983	Ps.	248
Additions		9,771		769		11
Decreases		(1,055)		(1,475)		(2,530)
Balance as of December 31, 2020		232,790		23,277		256,067
Additions		41,771		24,754		66,525
Decreases		(29,653)		(6,196)		(35,849)
Balance as of December 31, 2021	Ps.	244,908	Ps.	41,835	Ps.	286,743
Depreciation
Balance as of January 1, 2021	Ps.	(62,266)	Ps.	(15,554)	Ps.	(77,820)
Depreciation of the year		(32,339)		(8,936)		(41,275)
Decreases		27,555		1,928		29,483
Balance as of December 31,2021	Ps.	(67,050)	Ps.	(22,562)	Ps.	(89,612)

Schedule of payments recognized as cost and expense

	2021		2020
Depreciation expense of right of use assets	Ps.	41,275		41,348
Interest expense on lease liabilities		24,402		22,431

Schedule of operating lease commitments as lessee

	2021		2020
Maturity analysis:
Less than one year	Ps.	41,107		26,553
Greater than 1 year and less than 3 years		83,359		55,134
Greater than 3 years		47,666		113,076
Total	Ps.	172,132		194,763

Schedule of operating lease commitments as lessor

	Year ended December 31,
	2021		2020		2019
Duration:
Less than 1 year	Ps.	428,592	Ps.	444,523	Ps.	546,671
Greater than 1 year and less than 5 years		477,409		753,230		843,404
Greater than 5 years		120,726		118,256		161,109
Total	Ps.	1,026,727	Ps.	1,316,009	Ps.	1,551,184

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Income taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income taxes

Schedule of current and deferred tax expense

	Year ended December 31,
	2021		2020		2019
Current ISR	Ps.	1,217,748	Ps.	480,232	Ps.	1,329,867
Deferred ISR		(245,569)		(85,731)		42,355
Income tax expense	Ps.	972,179	Ps.	394,501	Ps.	1,372,222

Schedule comprising the balance of the deferred ISR asset and (liability)

			December 31,
	2021		2020		2019
Liabilities:
Provisions, allowances and labor obligations	Ps.	159,813	Ps.	244,982	Ps.	157,560
Investment in airport concessions, property, leasehold improvements and equipment, net		(225,726)		(426,325)		(407,173)
Tax loss carryforwards (1)		3,242		15,883		14,937
Recoverable tax on assets (2)		28,619		28,619		28,619
Others		(2,137)		3,013		3,340
Total liabilities	Ps.	(36,189)	Ps.	(133,828)	Ps.	(202,717)
Assets:
Provisions, allowances and labor obligations	Ps.	468,314	Ps.	230,532	Ps.	205,834
Investments in airport concessions, property, leasehold improvements and equipment, net		(243,480)		(172,806)		(184,649)
Tax loss carryforwards(1)		243,191		268,930		285,045
Others		(3,621)		(8,898)		(9,226)
Total assets	Ps.	464,404	Ps.	317,758	Ps.	297,004
Net deferred ISR asset	Ps.	428,215	Ps.	183,930	Ps.	94,287

(1) As of December 31, 2021, 2020 and 2019, the Company recognized a deferred tax asset of Ps. 246,433, Ps. 284,813 and Ps. 299,982, respectively, corresponding to the tax losses generated by its subsidiaries. All subsidiaries of the Company expect to benefit from losses in future years based on projections of taxable income and various strategies with favorable tax consequences.

(2) The Company recognized the IMPAC paid during 2002 through 2007. In 2013, the Company recognized the deferred tax asset, which it expects to recover subject to certain conditions established in the Income Tax Law. The updated amount as of December 31, 2021, was Ps. 28,619 (note 20 f).

Schedule of changes in deferred tax

			December 31,
	2021		2020		2019
Beginning balance of deferred tax liability, net	Ps.	183,930	Ps.	94,287	Ps.	132,792
Deferred ISR in profit or loss		245,569		85,731		(42,355)
Income tax effects recognized in other comprehensive income		(1,284)		3,912		3,850
Ending balance of deferred tax asset, net	Ps.	428,215	Ps.	183,930	Ps.	94,287

Reconciliation of statutory income tax rate and the effective income tax rate as a percentage of net income before income tax

		Year ended December 31,
	2021				2020				2019
	Amount		Rate %		Amount		Rate %		Amount		Rate %
Income before income taxes	Ps.	3,835,809			Ps.	1,492,380			Ps.	4,599,656
Current ISR		1,217,748				480,232				1,329,867
Deferred ISR		(245,569)				(85,731)				42,355
Income tax expense and effective rate	Ps.	972,179	25.34	%	Ps.	394,501	26.43	%	Ps.	1,372,222	29.83	%
Add (deduct) effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes.		178,564	4.66	%		53,213	3.57	%		7,675	0.17	%
Statutory rate	Ps.	1,150,743	30.00	%	Ps.	447,714	30.00	%	Ps.	1,379,897	30.00	%

Schedule of tax losses carried forward

	Tax loss
Year of Origin	carryforwards
2002	Ps.	156,580
2003		167,310
2004		213,789
2005		4,631
2006		17,817
2007		44,237
2008		30,697
2011		7,457
2012		29,778
2013		10,827
2015		895
2018		5,765
2019		22,810
2020		26,849
2021		7,438
	Ps.	746,880

Schedule of the balances of shareholders' equity tax accounts

	December 31,
	2021		2020		2019
Contributed capital account	Ps.	5,039,892	Ps.	4,694,822	Ps.	4,584,512
Net consolidated tax profit account		3,028,125		3,144,619		2,878,878
Total	Ps.	8,068,017	Ps.	7,839,441	Ps.	7,463,390

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Financial risk management (Tables)

12 Months Ended

Dec. 31, 2021

Financial risk management

Schedule of principal categories of financial instruments

		December 31,
Financial assets	Risk classification	2021		2020		2019
Cash and cash equivalents and other investments held to maturity	Credit and interest rate	Ps.	5,987,164	Ps.	2,948,804	Ps.	3,429,873
Receivables, net	Credit and exchange rate		1,085,670		833,643		757,756

		December 31,
Financial liabilities	Risk classification	2021		2020		2019
Short-term and long-term debt	Interest rate, exchange rate and liquidity	Ps.	7,696,622	Ps.	4,513,503	Ps.	4,549,575
Trade accounts payable(1)	Liquidity		213,207		204,048		196,791
Accrued interest	Liquidity		73,489		44,295		42,438
Short-term and long-term financial leasing	Liquidity		224,736		194,763		220,860
Accounts payable to related parties	Liquidity		269,249		167,704		187,515

(1) Include the payments of employee statutory profit-sharing amounts, which were Ps. 31,365, Ps.4,700 and Ps. 12,883 as of December 31, 2021, 2020 and 2019, respectively.

Schedule of long-term debt at fixed and variable interest rates

	December 31,
	2021			2020			2019
Long-term debt	Ps.	5,000,000		Ps.	4,513,503		Ps.	4,549,575
% Fixed rate debt		80	%		99	%		99	%
% Variable rate debt (1)		20	%		1	%		1	%

(1) Long-term debt contracted during 2021 has a 28-day TIIE reference rate. Long-term debt contracted as of December 31, 2020, and 2019, had a three-month London Interbank Offered Rate or “LIBOR” reference rate; such debt was repaid during 2020.

Schedule of carrying values of monetary assets and liabilities denominated in foreign currencies

	Liabilities						Assets
	December 31,						December 31,
Currency	2021		2020		2019		2021		2020		2019
U.S. dollars	U.S.$	(4,784)	U.S.$	(4,095)	U.S.$	(10,059)	U.S.$	22,243	U.S.$	81,189	U.S.$	79,208

Schedule of transactions in U.S. dollars

	December 31,
	2021		2020		2019
Technical assistance	U.S.$	3,766	U.S.$	3,766	U.S.$	7,954
Insurance		1,392		1,039		935
Purchase of machinery and maintenance		5,071		7,065		7,685
Software		251		2,152		443
Professional services, fees and subscriptions		1,531		1,786		702
Other		15,554		4,765		4,303

Schedule of pertinent exchange rate information

	December 31,
	2021		2020		2019
U.S. dollar exchange rate
As reported by the Mexican Central Bank	Ps.	20.4672	Ps.	19.9087	Ps.	18.8727

Schedule of remaining contractual maturities of financial liabilities with agreed repayment periods

							2029 and
As of December 31, 2021	2022		2023-2025		2026-2028		subsequently		Total
Long-term debt	Ps.	—	Ps.	1,500,000	Ps.	3,500,000	Ps.	—	Ps.	5,000,000
Interest(1)		368,995		863,034		472,801		—		1,704,830
Trade accounts payable		213,207		—		—		—		213,207
Interest Payable		73,489		—		—		—		73,489
Lease Liabilities(3)		29,332		195,404		—		—		224,736
Accounts payable with related parties		269,249		—		—		—		269,249
Total	Ps.	954,272	Ps.	2,558,438	Ps.	3,972,801	Ps.	—	Ps.	7,485,511

							2028 and
As of December 31, 2020	2021		2022-2024		2025-2027		subsequently		Total
Long-term debt	Ps.	3,013,502	Ps.	1,500,001	Ps.	—	Ps.	—	Ps.	4,513,503
Interest(2)		188,641		118,077		—		—		306,718
Trade accounts payable		204,048		—		—		—		204,048
Interest Payable		44,295		—		—		—		44,295
Lease Liabilities		26,553		168,210		—		—		194,763
Accounts payable with related parties		167,704		—		—		—		167,704
Total	Ps.	3,644,743	Ps.	1,786,288	Ps.	—	Ps.	—	Ps.	5,431,031

							2027 and
As of December 31, 2019	2020		2021-2023		2024-2026		subsequently		Total
Long-term debt	Ps.	36,851	Ps.	4,512,724	Ps.	—	Ps.	—	Ps.	4,549,575
Interest(2)		308,630		306,760		—		—		615,390
Trade accounts payable		256,228		—		—		—		256,228
Interest Payable		42,438		—		—		—		42,438
Lease Liabilities		72,320		148,540						220,860
Accounts payable with related parties		187,515		—		—		—		187,515
Total	Ps.	903,982	Ps.	4,968,024	Ps.	—	Ps.	—	Ps.	5,872,006

(1) The projected interest is determined, in the case of obligations with a variable rate, based on TIIE.

(2) The projected interest is determined, in the case of obligations with a variable rate, based on LIBOR and assuming an exchange rate of Ps.19.9087 and Ps. 18.8727 (as of December 31, 2020, and 2019, respectively) per U.S. $1.00.

(3) The time value of money effect of other financial liabilities is immaterial, so they are presented at present value.

Schedule of fair value and carrying value of long term debt

December 31, 2021				December 31, 2020				December 31, 2019
Book value		Fair value		Book value		Fair value		Book value		Fair value
Ps.	5,000,000	Ps.	4,811,410	Ps.	4,513,503	Ps.	4,524,746	Ps.	4,594,575	Ps.	4,517,336

	Hierarchy of fair value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,811,410	Ps.	—	Ps.	—	Ps.	4,811,410

	Hierarchy of fair value as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,512,510	Ps.	12,236	Ps.	—	Ps.	4,524,746

	Hierarchy of fair value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term debt(1)	Ps.	4,371,570	Ps.	145,766	Ps.	—	Ps.	4,517,336

(1) The fair values of the financial assets and financial liabilities included in the level 2 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties. The fair value of the financial liabilities included in Level 1, corresponds to stock certificates listed on the Mexican Stock Exchange

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Shareholders' equity (Tables)

12 Months Ended

Dec. 31, 2021

Shareholders' equity

Schedule of subscribed and paid-in capital stock

	December 31, 2021
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	340,345,556	Ps.	262,447
Series BB Class I	49,766,000		38,375
Treasury Series B Class I shares	(3,942,131)		(3,040)
	386,169,425	Ps.	297,782

	December 31, 2020
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	340,345,556	Ps.	262,447
Series BB Class I	49,766,000		38,375
	390,111,556	Ps.	300,822

	December 31, 2019
	Number of Shares	Contributed Capital
Fixed capital:
Series B Class I	344,004,973	Ps.	265,269
Series BB Class I	49,766,000		38,375
Treasury Series B Class I shares	(2,470,158)		(1,905)
	391,300,815	Ps.	301,739

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Accumulated other comprehensive loss (Tables)

12 Months Ended

Dec. 31, 2021

Accumulated other comprehensive loss

Schedule of accumulated other comprehensive income

	Labor obligations
	Amount		Deferred taxes		Total
Balance as of January 1, 2019	Ps.	8,494	Ps.	4,684	Ps.	13,178
Movements of the year		(12,834)		3,850		(8,984)
Balance as of December 31, 2019		(4,340)		8,534		4,194
Movements of the year		(13,039)		3,912		(9,127)
Balance as of December 31, 2020		(17,379)	Ps.	12,446	Ps.	(4,933)
Movements of the year		4,281		(1,284)		2,997
Balance as of December 31, 2021	Ps.	(13,098)	Ps.	11,162	Ps.	(1,936)

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Related party balances and transactions (Tables)

12 Months Ended

Dec. 31, 2021

Related party balances and transactions

Schedule of repayments for construction to related parties

	December 31,
	2021		2020		2019
ICA Constructora de Infraestructura, S.A. de C.V. (1)	Ps.	—	Ps.	7,964	Ps.	178,977
ICA Constructora, S.A. de C.V. (1)		939		90,204		—
Actica Sistemas, S.A. de C.V. (1)		215,772		110,312		—
VCD Construcción y Desarrollo, S.A.P.I. de C. V. (1)		6,787		5,729		3,012
	Ps.	223,498	Ps.	214,209	Ps.	181,989

Schedule of accounts payable with related parties

	December 31,
Payable:	2021		2020		2019
Servicios de Tecnología Aeroportuaria, S.A. de C.V. “SETA”	Ps.	78,939	Ps.	—	Ps.	80,504
Operadora Nacional Hispana, S.A. de C.V.		2,949		5,928		2,527
VCD Construcción y Desarrollo, S.A.P.I. de C.V.		3,508		5,772		5,335
ICA Ingeniería S. A. de C. V.		367		367		1,177
Actica Sistemas, S. de R.L. de C.V.		4,026		3,971		3,972
Autovía Golfo Centro S.A. de C.V.		30,757		16,442		—
GGA Capital, S.A.P.I. de C.V.		110,495		117,845		75,950
ICA Constructora de Infraestructura, S.A. de C.V.		—		—		16,652
ICA Constructora, S. A. de C. V.		27,419		16,564		—
Grupo ICA Constructora. S.A. de C.V.		—		794		794
Controladora de Operaciones de Infraestructura, S.A. de C.V.		10,298		—		—
Grupo Hotelero Santa Fe, S. A. de C. V.		491		21		604
	Ps.	269,249	Ps.	167,704	Ps.	187,515

Schedule of principal transactions with related parties performed in the normal course of business

	Year ended December 31,
	2021		2020		2019
Capital Expenditures:
Industrial warehouse	Ps.	7,548	Ps.	100,194	Ps.	43,599
Expenses:
Payments from technical assistance received		133,458		81,164		150,108
Administrative services(1)		23,420		22,453		43,196
Revenues:
Revenues from Leases		2,401		23,828		72
Administrative services		—		190		—
Interests		14,922		28,633		—
Major maintenance of Concesioned Assets:
Maintenance		1,572		813		310
Concessioned Assets
Improvements and Major maintenance		959,489		564,563		553,405

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Operating segment data (Tables)

12 Months Ended

Dec. 31, 2021

Operating segment data

Schedule of operating segment data

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2021	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	2,371,178	Ps.	551,744	Ps.	908,960	Ps.	142,152	Ps.	505,076	Ps.	9,851,832	Ps.	2,328,736	Ps.	1,013,223	Ps.	4,656,916
Tourist
Acapulco		196,631		33,250		44,088		45,693		41,484		1,610,833		475,820		52,188		1,259,100
Mazatlán		317,004		46,368		45,625		19,254		57,049		1,472,456		182,768		54,387		575,299
Zihuatanejo		137,018		22,127		129,957		20,058		26,664		773,651		213,664		130,553		665,716
Regional
Chihuahua		419,027		48,531		63,456		26,384		79,271		1,156,808		311,608		64,277		747,296
Culiacán		573,506		57,560		91,262		22,442		109,180		1,291,889		218,694		93,664		698,863
Durango		155,408		14,536		35,600		10,082		31,170		433,110		178,875		37,840		280,275
San Luis Potosi		192,712		38,345		67,399		24,150		35,288		975,174		592,318		69,963		722,596
Tampico		133,178		20,054		130,162		12,083		21,775		607,634		263,087		133,222		504,349
Torreon		175,268		24,450		28,802		10,811		32,917		455,251		150,071		130,982		307,785
Zacatecas		132,427		14,996		18,318		8,419		21,138		304,253		119,919		38,291		223,770
Border
Ciudad Juarez		403,208		36,148		165,532		15,201		74,111		908,182		322,338		200,447		528,488
Reynosa		119,950		12,133		74,664		20,472		24,219		889,245		490,399		86,752		652,159
Hotel
NH T2 Hotel		—		171,005		—		42,054		35,708		517,121		205,908		105		—
Hilton Garden Inn		—		52,483		—		9,634		5,789		309,245		32,992		—		—
Industrial Park:
VYNMSA		—		68,294		—		28,186		31,222		486,130		262,011		16,127		—
Other		—		4,118,094		—		30,155		4,293,516		23,092,832		10,190,295		10,080		—
Total		5,326,515		5,330,118		1,803,826		487,230		5,425,577		45,135,646		16,539,503		2,132,101		11,822,612
Eliminations		(48,787)		(3,676,739)		(14,922)		—		(1,315,188)		(22,246,505)		(4,888,594)		(14,923)		(141,928)
Consolidated	Ps.	5,277,728	Ps.	1,653,379	Ps.	1,788,903	Ps.	487,230	Ps.	4,110,389	Ps.	22,889,141	Ps.	11,650,909	Ps.	2,117,178	Ps.	11,680,684

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2020	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	1,278,255	Ps.	479,322	Ps.	802,470	Ps.	122,507	Ps.	445,952	Ps.	6,479,365	Ps.	1,367,347	Ps.	823,103	Ps.	3,870,329
Tourist
Acapulco		117,218		27,159		29,409		44,780		21,587		1,414,504		449,606		29,561		1,257,321
Mazatlán		211,184		37,431		24,704		18,699		63,103		1,358,969		162,731		24,747		548,185
Zihuatanejo		98,645		18,360		45,984		19,091		12,961		623,522		130,925		45,984		553,611
Regional
Chihuahua		215,728		46,049		30,679		25,274		50,038		942,529		172,428		32,225		707,619
Culiacán		359,562		51,732		68,142		20,887		92,341		1,176,640		208,282		68,142		628,208
Durango		79,515		11,083		50,203		8,259		10,220		361,233		130,170		50,534		253,402
San Luis Potosi		108,045		28,508		58,189		21,569		34,648		764,159		507,738		58,189		677,976
Tampico		74,330		17,414		67,530		9,920		10,157		459,542		173,952		67,530		385,514
Torreon		94,892		17,425		12,233		10,605		23,661		427,761		145,686		12,233		288,688
Zacatecas		71,292		10,512		7,480		8,024		20,756		278,600		104,243		7,480		212,775
Border
Ciudad Juarez		199,685		37,736		27,949		12,717		60,241		685,696		251,677		32,311		376,574
Reynosa		58,010		11,500		55,366		9,553		9,171		724,866		445,447		55,366		596,461
Hotel
NH T2 Hotel		—		110,299		—		40,301		(8,609)		498,674		201,062		187		—
Hilton Garden Inn		—		32,614		—		11,430		(6,918)		297,470		31,397		3,628		—
Industrial Park:
VYNMSA		—		56,454		—		23,621		24,082		494,223		277,183		107,952		—
Other		—		2,671,873		—		36,688		1,621,773		18,275,746		6,327,815		10,945		—
Total		2,966,361		3,665,471		1,280,338		443,925		2,485,164		35,263,499		11,087,689		1,430,117		10,356,663
Eliminations		(23,803)		(2,494,432)		(26,469)		(8,581)		(763,696)		(17,071,919)		(3,722,356)		(28,634)		(127,007)
Consolidated	Ps.	2,942,558	Ps.	1,171,039	Ps.	1,253,869	Ps.	435,344	Ps.	1,721,468	Ps.	18,191,580	Ps.	7,365,333	Ps.	1,401,483	Ps.	10,229,656

					Construction		Depreciation										Investments
	Aeronautical		Non-aeronautical		services		and		Operating		Assets per		Liabilities per		Capital		in airport
December 31, 2019	revenues		revenues		revenues		amortization		income		segment		segment		investments		concessions
Metropolitan
Monterrey	Ps.	2,641,052	Ps.	726,685	Ps.	323,035	Ps.	111,020	Ps.	473,615	Ps.	5,715,147	Ps.	941,349	Ps.	331,393	Ps.	3,168,968
Tourist
Acapulco		227,954		40,241		63,102		43,286		53,812		1,419,091		452,731		63,333		1,269,386
Mazatlán		321,313		52,857		34,573		17,514		52,626		1,261,473		153,667		34,573		541,430
Zihuatanejo		191,512		25,596		22,876		18,660		43,614		605,929		122,048		22,876		524,549
Regional
Chihuahua		411,393		67,021		124,701		17,974		67,379		888,950		157,533		135,394		699,711
Culiacán		617,979		66,286		68,960		18,658		96,278		1,021,410		140,294		69,834		579,084
Durango		150,130		13,433		36,677		7,537		23,014		329,251		104,720		36,677		210,111
San Luis Potosi		174,340		35,631		110,743		12,857		27,938		736,196		470,919		110,743		639,981
Tampico		197,160		28,057		61,823		9,218		31,808		424,573		143,603		61,823		326,939
Torreon		201,446		23,683		18,343		9,883		31,658		394,575		129,541		18,639		285,823
Zacatecas		141,500		13,945		6,842		7,813		31,135		276,150		113,357		6,842		212,224
Border
Ciudad Juarez		380,271		55,990		17,650		11,799		61,374		602,764		211,678		31,452		362,169
Reynosa		113,515		18,240		112,031		8,189		26,375		676,207		400,642		113,242		549,139
Hotel
NH T2 Hotel		—		255,393		—		39,546		77,325		518,590		201,012		9,190		—
Hilton Garden Inn		—		103,474		—		11,382		32,345		301,362		34,001		82		—
Industrial Park:
VYNMSA		—		41,981		—		19,548		15,622		390,478		185,094		46,160		—
Other		—		5,651,607		—		50,368		4,891,268		17,432,325		6,554,142		3,194		—
Total		5,769,565		7,220,120		1,001,356		415,252		6,037,186		32,994,471		10,516,331		1,095,447		9,369,514
Eliminations		(16,903)		(5,400,515)		(46,522)		—		(1,181,880)		(15,717,510)		(3,126,865)		(46,522)		(102,403)
Consolidated	Ps.	5,752,662	Ps.	1,819,605	Ps.	954,834	Ps.	415,252	Ps.	4,855,306	Ps.	17,276,961	Ps.	7,389,466	Ps.	1,048,925	Ps.	9,267,111

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Revenues (Tables)

12 Months Ended

Dec. 31, 2021

Revenues

Schedule of composition of revenues

	Year ended December 31,
	2021		2020		2019
Aeronautical services:
Domestic TUA	Ps.	3,422,714	Ps.	1,857,551	Ps.	3,776,401
International TUA		1,169,292		542,933		1,207,989
Landing charges		206,114		147,387		229,919
Platform for embarking and disembarking		134,436		90,257		150,055
Aircraft parking charges on extended stay or overnight		36,539		31,905		35,910
Domestic and international passenger and carry-on baggage check		52,998		29,688		62,970
Aerocars and jetways		22,395		19,920		48,074
Other airport services, leases and regulated access rights		233,240		222,917		241,344
Total revenues from aeronautical services	Ps.	5,277,728	Ps.	2,942,558	Ps.	5,752,662

	Year ended December 31,
	2021		2020		2019
Non-aeronautical services:
Commercial activities
Car parking charges	Ps.	217,728	Ps.	126,818	Ps.	279,463
Advertising(1)(2)		70,338		59,695		76,200
Retail operations(1)(2)		86,128		64,486		124,554
Food and beverage(1)(2)		120,148		87,499		144,374
Car rental operators(1)(2)		142,651		111,037		149,454
Time share developers(1)(2)		13,557		12,683		16,663
Financial services(1)(2)		8,355		7,853		10,367
Communication and services(1)(2)		18,137		17,800		16,006
Services to passenger		3,561		3,281		4,127
VIP lounges		49,381		36,538		51,176
Other services		49,593		44,300		43,542
Total revenue from commercial activities		779,577		571,990		915,926
Diversification activities:
Hotel services		221,728		141,890		357,032
OMA Carga		257,210		183,382		194,936
Real estate services		19,721		16,499		18,181
Industrial services		63,737		51,272		39,451
Other services		6,889		7,547		4,966
Total diversification activities		569,285		400,590		614,566
Complementary activities:
Leasing of space(1)(2)		122,639		85,729		83,477
Access rights		21,316		15,819		19,709
Documented baggage inspection		150,238		86,491		175,006
Other services (CUSS and CUTE)		10,324		10,420		10,921
Total of complimentary activities		304,517		198,459		289,113
Total revenue from non-aeronautical services	Ps.	1,653,379	Ps.	1,171,039	Ps.	1,819,605

(1) These revenues are considered as commercial concessions.

(2) Revenues from commercial concessions and complementary activities are generated principally based on the terms of Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) and/or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent are included under the caption “Commercial concessions” above.

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Cost of services (Tables)

12 Months Ended

Dec. 31, 2021

Cost of services

Schedule of cost of services

	Year ended December 31,
	2021		2020		2019
Wages and salaries	Ps.	229,358	Ps.	228,993	Ps.	242,473
Maintenance		142,069		124,563		177,191
Security and insurance		128,299		134,774		161,351
Utilities (electric, cleaning and water)		144,727		122,961		177,250
Building lease		2,015		2,543		15,683
Allowance for doubtful accounts		646		17,738		(241)
Cost of hotel service		44,282		30,650		85,706
Equipment lease, fees and others		90,711		103,736		94,794
	Ps.	782,107	Ps.	765,958	Ps.	954,207

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Nature of business operations (Details)	Dec. 31, 2021 item
Nature of business operations
Number of airports under a concession granted	13

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Significant events (Details) $ / shares in Units, $ in Thousands	Jan. 19, 2022 MXN ($) $ / shares	Dec. 14, 2021 MXN ($) $ / shares	Jul. 07, 2021 shares	Apr. 21, 2021 $ / shares	Apr. 16, 2021 MXN ($) tranche	Apr. 29, 2019 MXN ($) $ / shares	Jun. 11, 2021 shares
Significant events
Dividends Approved	$ 4,370,000,000	$ 2,000,000,000				$ 1,600,000
Dividends per share | $ / shares	$ 11.201923995	$ 5.126738671		$ 5.126738671		$ 4.0633
Green notes
Significant events
Principal amount					$ 3,500,000
Number of tranches | tranche					2
Term of loan					7 years
Repayment of debt note					$ 3,000,000
Debt Maturing on April 10, 2026
Significant events
Principal amount					$ 1,000,000
Term of loan					5 years
Interest rate basis					TIIE 28
Spread on interest rate basis					0.75%
Debt Maturing on April 7, 2028
Significant events
Principal amount					$ 2,500,000
Term of loan					7 years
Interest rate (as a percent)					7.83%
Aerodrome
Significant events
Shares acquired | shares			60,155,201
Percentage of shareholding exchanged			15.40%
Ownership interest held			30.10%
Series B Class I | SETA
Significant events
Treasury shares held (in shares) | shares							49,766,000

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Basis of presentation and consolidation (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 MXN ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 MXN ($) $ / shares	Dec. 31, 2019 MXN ($)
Convenience translation
Percentage of decrease in passengers transported			(52.30%)
Percentage of passengers transported	63.00%	63.00%
Percentage of increase (decrease) in revenue	62.00%	62.00%
Percentage of increase (decrease) in operating income	139.00%	139.00%
Positive net income	$ 2,863,630	$ 139,913	$ 1,097,879	$ 3,227,434
Exchange rate			20.4672

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Significant accounting policies (Details)	12 Months Ended
	Dec. 31, 2021
Improvement in leased assets
Property, leasehold improvements and equipment, net
Useful Life (years)	20 years
Machinery and equipment
Property, leasehold improvements and equipment, net
Useful Life (years)	10 years
Furniture and office equipment
Property, leasehold improvements and equipment, net
Useful Life (years)	10 years
Transportation equipment
Property, leasehold improvements and equipment, net
Useful Life (years)	4 years
Computer equipment
Property, leasehold improvements and equipment, net
Useful Life (years)	3 years 3 months 18 days

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Significant accounting policies - Investment in airport concessions (Details)	12 Months Ended
	Dec. 31, 2021 item
Investment in airport concessions.
Number of airports under a concession granted	13
Concession period granted by the Mexican Government through the Ministry of Communications and Transportation, and to use their facilities (in years)	50 years
Provisions
Period for estimated major maintenance costs review and updation	5 years
Revenue recognition
Time lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee (in months)	1 month

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Critical accounting judgments and key sources of estimation uncertainty (Details) - Terminal T2 NH Hotel	12 Months Ended
	Dec. 31, 2021
Critical accounting judgments and key sources of estimation uncertainty
Percentage of occupancy rate	79.00%
Expected average tax recovery percentage	83.00%
Percentage of carrying value of cash generating unit	13.00%
Percentage of average rate reduction	13.10%
Bottom of range
Critical accounting judgments and key sources of estimation uncertainty
After-tax discount rate	10.20%
Percentage of occupancy rate	10.73%
Top of range
Critical accounting judgments and key sources of estimation uncertainty
After-tax discount rate	11.20%

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Cash and cash equivalents (Details) $ in Thousands, $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2018 MXN ($)
Cash and cash equivalents
Cash		$ 5,986,217		$ 2,360,422	$ 2,916,936
Total cash and cash equivalents	$ 292,525	5,987,164	$ 144,563	2,958,804	3,429,873	$ 2,958,902
Bank notes
Cash and cash equivalents
Cash equivalents				$ 598,382	512,027
Money market investment funds
Cash and cash equivalents
Cash equivalents		$ 947			$ 910

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Accounts receivable (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 MXN ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2018 MXN ($)
Accounts receivable
Receivables			$ 1,106,002	$ 854,402	$ 766,748
Allowance for doubtful accounts (note 7 b.)			(20,332)	(20,759)	(8,992)	$ (31,986)
Net receivables		$ 53,044	1,085,670	833,643	757,756
Accounts receivable for passenger charges			$ 952,522	$ 658,269	$ 625,246
Interest income from accounts receivable	$ 0

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Accounts receivable - Percentage of revenues by client (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounts Receivable
Allowance for doubtful accounts	$ 20,332	$ 20,759	$ 8,992	$ 31,986
Aeroenlaces Nacionales, S. A. de C. V.
Accounts Receivable
Percentage of entity's accounts receivable	35.78%	33.00%	21.16%
Percentage of entity's revenue	28.45%	21.07%	17.79%
Concesionaria Vuela Compaa de Aviacion, S.A.P.I. de C.V.
Accounts Receivable
Percentage of entity's accounts receivable	24.01%	28.10%	27.40%
Percentage of entity's revenue	19.32%	17.36%	16.11%
ABC Aerolneas, S. A. de C. V.
Accounts Receivable
Percentage of entity's revenue		4.24%	10.38%
Aerolitoral, S. A. de C. V.
Accounts Receivable
Percentage of entity's accounts receivable	8.82%	8.98%	20.88%
Percentage of entity's revenue	8.14%	10.49%	13.26%
Aerovas de Mxico, S. A. de C.V.
Accounts Receivable
Percentage of entity's accounts receivable	10.44%	4.74%	6.70%
Percentage of entity's revenue	6.78%	4.07%	4.07%

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Accounts receivable - Change in allowances (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts receivable
Beginning balance	$ 20,759	$ 8,992	$ 31,986
Decrease	646	18,342	(241)
Cancelation		(5,542)
Write-off	(1,073)	(1,033)	(22,753)
Ending balance	$ 20,332	$ 20,759	$ 8,992

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Accounts receivable - Aging of accounts receivables (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Account receivable
Beginning balance	$ 20,759	$ 8,992	$ 31,986
(Decrease) increase in the provision	646	18,342	(241)
Cancelation		(5,542)
Write-off	(1,073)	(1,033)	(22,753)
Ending balance	20,332	20,759	$ 8,992
Financial assets past due but not impaired
Account receivable
Gross book value	1,085,670
Collateral	1,267,687
Beginning balance	20,759
(Decrease) increase in the provision	646
Write-off	(1,073)
Ending balance	20,332	20,759
Financial assets past due but not impaired | Airports
Account receivable
Gross book value	1,039,503
Collateral	1,242,255
Beginning balance	17,428
(Decrease) increase in the provision	537
Write-off	(1,073)
Ending balance	$ 16,892	17,428
Financial assets past due but not impaired | Airports | Bottom of range
Account receivable
Probability of default in range	0.00%
Loss due to default range	0.00%
Financial assets past due but not impaired | Airports | Top of range
Account receivable
Probability of default in range	100.00%
Loss due to default range	100.00%
Financial assets past due but not impaired | Other market
Account receivable
Gross book value	$ 46,167
Collateral	25,432
Beginning balance	3,331
(Decrease) increase in the provision	109
Ending balance	$ 3,440	$ 3,331
Financial assets past due but not impaired | Other market | Bottom of range
Account receivable
Probability of default in range	0.00%
Loss due to default range	0.00%
Financial assets past due but not impaired | Other market | Top of range
Account receivable
Probability of default in range	100.00%
Loss due to default range	100.00%

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Other accounts receivable and prepaid expenses (Details) $ in Thousands, $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Other accounts receivable and prepaid expenses.
Prepaid expenses		$ 33,180	$ 59,033	$ 33,310
Guarantee deposits		6,952	6,167	5,897
Others		2,201	1,375	3,535
Total	$ 2,068	$ 42,333	$ 66,575	$ 42,742

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Property, leasehold improvements and equipment (Details) $ in Thousands, $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Property, leasehold improvements and equipment, net
Property, plant and equipment	$ 133,105	$ 2,724,296	$ 2,700,469	$ 2,647,101
Land
Property, leasehold improvements and equipment, net
Property, plant and equipment		1,709,508	1,709,508	1,709,508
Leasehold improvements
Property, leasehold improvements and equipment, net
Property, plant and equipment		857,274	854,829	786,085
Machinery and equipment
Property, leasehold improvements and equipment, net
Property, plant and equipment		53,600	72,867	83,611
Furniture and office equipment
Property, leasehold improvements and equipment, net
Property, plant and equipment		22,786	27,940	35,105
Transportation equipment
Property, leasehold improvements and equipment, net
Property, plant and equipment		51	287	1,555
Computer equipment
Property, leasehold improvements and equipment, net
Property, plant and equipment		5,857	2,838	2,212
Construction in progress for leasehold improvements
Property, leasehold improvements and equipment, net
Property, plant and equipment		$ 75,220	$ 32,200	$ 29,025

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Property, leasehold improvements and equipment - Roll-forward - Cost (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		$ 2,700,469	$ 2,647,101
Property, plant and equipment at end of period	$ 133,105	2,724,296	2,700,469	$ 2,647,101
Cost
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		3,395,474	3,252,389	3,205,247
Acquisitions		121,731	147,614	136,058
Disposals		(2,393)		(525)
Transfers		(93)		(80,966)
Other		(8,570)	(4,529)	(7,425)
Property, plant and equipment at end of period		3,506,149	3,395,474	3,252,389
Accumulated depreciation
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		(695,005)	(605,288)	(534,985)
Depreciation		(97,481)	(92,320)	(92,439)
Disposals		9,502		525
Other		1,131	2,603	21,611
Property, plant and equipment at end of period		(781,853)	(695,005)	(605,288)
Land
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		1,709,508	1,709,508
Property, plant and equipment at end of period		1,709,508	1,709,508	1,709,508
Land | Cost
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		1,709,508	1,709,508	1,709,508
Property, plant and equipment at end of period		1,709,508	1,709,508	1,709,508
Leasehold improvements
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		854,829	786,085
Property, plant and equipment at end of period		857,274	854,829	786,085
Leasehold improvements | Cost
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		1,188,966	1,058,546	999,798
Acquisitions		463		49,345
Transfers		70,373	130,420	9,403
Property, plant and equipment at end of period		1,259,802	1,188,966	1,058,546
Leasehold improvements | Accumulated depreciation
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		(334,137)	(272,461)	(216,577)
Depreciation		(68,391)	(61,676)	(55,884)
Property, plant and equipment at end of period		(402,528)	(334,137)	(272,461)
Machinery and equipment
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		72,867	83,611
Property, plant and equipment at end of period		53,600	72,867	83,611
Machinery and equipment | Cost
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		214,725	206,345	202,959
Acquisitions		208	8,380	3,386
Transfers		53
Other		(7,237)
Property, plant and equipment at end of period		207,749	214,725	206,345
Machinery and equipment | Accumulated depreciation
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		(141,858)	(122,734)	(103,765)
Depreciation		(19,347)	(19,124)	(18,969)
Disposals		7,056
Property, plant and equipment at end of period		(154,149)	(141,858)	(122,734)
Furniture and office equipment
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		27,940	35,105
Property, plant and equipment at end of period		22,786	27,940	35,105
Furniture and office equipment | Cost
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		159,969	159,735	158,112
Acquisitions		1,908	440	2,168
Disposals				(525)
Transfers		590
Other			(206)	(20)
Property, plant and equipment at end of period		162,467	159,969	159,735
Furniture and office equipment | Accumulated depreciation
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		(132,029)	(124,630)	(115,438)
Depreciation		(7,652)	(7,720)	(9,729)
Disposals				525
Other			321	12
Property, plant and equipment at end of period		(139,681)	(132,029)	(124,630)
Transportation equipment
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		287	1,555
Property, plant and equipment at end of period		51	287	1,555
Transportation equipment | Cost
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		21,655	21,655	61,730
Disposals		(2,393)
Transfers				(34,283)
Other		(1,003)		(5,792)
Property, plant and equipment at end of period		18,259	21,655	21,655
Transportation equipment | Accumulated depreciation
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		(21,368)	(20,100)	(36,404)
Depreciation		(64)	(1,268)	(4,806)
Disposals		2,446
Other		778		21,110
Property, plant and equipment at end of period		(18,208)	(21,368)	(20,100)
Computer equipment
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		2,838	2,212
Property, plant and equipment at end of period		5,857	2,838	2,212
Computer equipment | Cost
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		68,451	67,575	67,731
Acquisitions		5,023	3,973	869
Transfers				(430)
Other		(330)	(3,097)	(595)
Property, plant and equipment at end of period		73,144	68,451	67,575
Computer equipment | Accumulated depreciation
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		(65,613)	(65,363)	(62,801)
Depreciation		(2,027)	(2,532)	(3,051)
Other		353	2,282	489
Property, plant and equipment at end of period		(67,287)	(65,613)	(65,363)
Construction in progress for leasehold improvements
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		32,200	29,025
Property, plant and equipment at end of period		75,220	32,200	29,025
Construction in progress for leasehold improvements | Cost
Property, leasehold improvements and equipment, net
Property, plant and equipment at beginning of period		32,200	29,025	5,409
Acquisitions		114,129	134,821	80,290
Transfers		(71,109)	(130,420)	(55,656)
Other			(1,226)	(1,018)
Property, plant and equipment at end of period		$ 75,220	$ 32,200	$ 29,025

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Investments in airport concessions (Details)	12 Months Ended
	Dec. 31, 2021 item
Disclosure of detailed information about intangible assets [line items]
Number of airports under a concession granted	13
Airport concessions
Disclosure of detailed information about intangible assets [line items]
Number of airports under a concession granted	13
Term of concession arrangement	50 years
Maximum extension term of concession arrangement	50 years
Term of master development program	5 years
Concessionaire tax rate	5.00%

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Investments in airport concessions - Carrying value and changes (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Reconciliation of changes in intangible assets other than goodwill
Investment in concessions at beginning of period		$ 10,229,656	$ 9,267,111
Investment in concessions at end of period	$ 570,703	11,680,684	10,229,656	$ 9,267,111
Cost
Reconciliation of changes in intangible assets other than goodwill
Investment in concessions at beginning of period		13,171,787	11,917,919	10,963,084
Increase		1,788,903	1,253,868	954,835
Investment in concessions at end of period		14,960,690	13,171,787	11,917,919
Depreciation
Reconciliation of changes in intangible assets other than goodwill
Investment in concessions at beginning of period		(2,942,131)	(2,650,807)	(2,396,427)
Increase		(337,875)	(291,323)	(254,380)
Investment in concessions at end of period		(3,280,006)	(2,942,131)	(2,650,807)
Airport concessions
Reconciliation of changes in intangible assets other than goodwill
Investment in concessions at beginning of period		10,229,656	9,267,111
Investment in concessions at end of period		11,680,684	10,229,656	9,267,111
Airport concessions | Cost
Reconciliation of changes in intangible assets other than goodwill
Investment in concessions at beginning of period		605,643	605,643
Investment in concessions at end of period		605,643	605,643	605,643
Rights to use airport facilities | Cost
Reconciliation of changes in intangible assets other than goodwill
Investment in concessions at beginning of period		3,356,762	3,356,762
Investment in concessions at end of period		3,356,762	3,356,762	3,356,762
Improvements to concessioned assets | Cost
Reconciliation of changes in intangible assets other than goodwill
Investment in concessions at beginning of period		8,594,136	7,331,450
Investment in concessions at end of period		9,694,492	8,594,136	7,331,450
Improvements to concessioned assets in progress | Cost
Reconciliation of changes in intangible assets other than goodwill
Investment in concessions at beginning of period		615,246	624,063
Investment in concessions at end of period		$ 1,303,793	$ 615,246	$ 624,063

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Investments in airport concessions - Master Development Plan (Details) - Master Development Plan - MXN ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2014	Dec. 04, 2012	Dec. 31, 2009
Disclosure of detailed information about intangible assets [line items]
Master development program obligations using prior year values		$ 6,303,586	$ 11,979,621	$ 4,445,653
Master development program obligations using current year values	$ 14,514,871
Maintenance amount yet to be exercised	264,783
Master development program obligations	12,519,332
Land acquired that may potentially be included as investment in airport concessions	695,759					$ 1,159,613
Land acquired that was authorized to be included as investment in airport concessions					$ 386,538
Land acquired that represents an additional amount authorized to be included as investment in airport concessions					$ 77,306
2022
Disclosure of detailed information about intangible assets [line items]
Master development program obligations	4,024,680
2023
Disclosure of detailed information about intangible assets [line items]
Master development program obligations	3,022,167
2024
Disclosure of detailed information about intangible assets [line items]
Master development program obligations	2,894,608
2025
Disclosure of detailed information about intangible assets [line items]
Master development program obligations	$ 2,577,877

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Composition of GACN (Details) - item	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of transactions between related parties [line items]
Subsidiaries	24	24	24
Airports
Disclosure of transactions between related parties [line items]
Subsidiaries	13	13	13
Hotels
Disclosure of transactions between related parties [line items]
Subsidiaries	2	2	2
Services
Disclosure of transactions between related parties [line items]
Subsidiaries	9	9	9

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Composition of GACN - Consolidated subsidiaries (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Aeropuerto de Monterrey, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Acapulco, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Mazatlan, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Zihuatanejo, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Culiacan, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Ciudad Juarez, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Chihuahua, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Torreon, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Durango, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Tampico, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Reynosa, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de Zacatecas, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Aeropuerto de San Luis Potosi, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Operadora de Aeropuertos del Centro Norte, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Servicios Aeroportuarios del Centro Norte, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Servicios Aero Especializados del Centro Norte, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
OMA Logistica, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Holding Consorcio Grupo Hotelero T2, S. A. de C. V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Hotels | OMA VYNMSA Aero Industrial Park
Disclosure of transactions between related parties [line items]
Ownership percentage	51.00%	51.00%	51.00%
Hotels | Consorcio Hotelero Aeropuerto de Monterrey, S.A.P.I de C.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	85.00%	85.00%	85.00%
Hotels | Servicios Hoteleros Aeropuerto de Monterrey, S.A. de C.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	85.00%	85.00%	85.00%
Hotels | Servicios Complementarios del Centro Norte, S.A. de C.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	100.00%	100.00%	100.00%
Hotels | Servicios Corporativos Terminal 2, S.A. de C.V.
Disclosure of transactions between related parties [line items]
Ownership percentage	90.00%	90.00%	90.00%

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Trade accounts payable (Details) $ in Thousands, $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Trade accounts payable.
Suppliers and contractors		$ 123,330	$ 107,507	$ 140,806
Customer advances		58,512	91,841	43,102
Statutory employee profit sharing		31,365	4,700	12,883
Trade accounts payable	$ 10,417	$ 213,207	$ 204,048	$ 196,791

XML

Payable taxes and other accrued expenses (Details) - MXN ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Payable taxes and other accrued expenses
Accrued expenses	$ 210,515	$ 172,847	$ 202,363
Taxes payable other than income tax	713,850	153,046	345,461
Accrued interest	73,489	44,295	42,438
Total payable taxes and other accrued expenses	$ 997,854	$ 370,188	$ 590,262

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Short-term debt (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)
Short-term debt
Total short-term debt	$ 131,918	$ 2,700,000
Short-term line of credit
Short-term debt
Short-term credit lines available amount		350,000
Credit line with Banco Nacional de Mexico
Short-term debt
Total short-term debt		$ 1,000,000
Term of loan	6 months
Spread on interest rate basis	1.00%	1.00%
Short-term credit lines available amount		$ 1,000,000
Credit line with HSBC Mexico
Short-term debt
Total short-term debt		$ 900,000
Term of loan	6 months
Spread on interest rate basis	0.50%	0.50%
Short-term credit lines available amount		$ 900,000
Credit line with Banco Santander Mexico
Short-term debt
Total short-term debt		$ 800,000
Term of loan	6 months
Spread on interest rate basis	1.55%	1.55%
Short-term credit lines available amount		$ 1,000,000

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Long-term debt - Components (Details) $ in Thousands, $ in Thousands				1 Months Ended	12 Months Ended
	Apr. 16, 2021 MXN ($)	Jun. 16, 2014 MXN ($) item	Mar. 26, 2013 MXN ($) item	Apr. 30, 2021 MXN ($)	Dec. 31, 2021 MXN ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2014 MXN ($)	Dec. 31, 2013 MXN ($)	Dec. 31, 2021 USD ($) item	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 MXN ($)	Dec. 31, 2011 USD ($)
Long-term debt
Total long-term debt					$ 5,000,000		$ 4,513,503	$ 4,549,575
Less: Financing commissions					(3,378)		(3,115)	(5,966)
Net long-term debt					4,996,622		4,510,388	4,543,609						$ 4,584,594
Current portion of long-term debt							(3,013,502)	(36,851)
Long-term debt					$ 4,996,622		1,496,886	4,506,758			$ 244,128
Number of airports | item					13						13
Firefighting equipment carrying value recorded as improvements to concessioned assets					$ 266,181		275,095
Exchange loss, net					112,617	$ 5,502	79,522	(50,878)
Debt securities issued in the Mexican market on June 16, 2014
Long-term debt
Total long-term debt							3,000,000	3,000,000
Principal amount		$ 3,000,000							$ 3,000,000
Interest rate (as a percent)		6.85%
Term of loan		7 years							7 years
Number of airports guaranteeing the certificates | item		9
Number of airports | item		13
Percentage of airports guaranteeing the certificates (as a percent)		80.00%
Debt securities issued in the Mexican market on March 26, 2013
Long-term debt
Total long-term debt					$ 1,500,000		1,500,000	1,500,000
Principal amount			$ 1,500,000							$ 1,500,000
Interest rate (as a percent)			6.47%
Term of loan			10 years							10 years
Number of airports guaranteeing the certificates | item			9
Number of airports | item			13
Percentage of airports guaranteeing the certificates (as a percent)			80.00%
Unsecured lines of credit with Private Export Funding Corporation and Unsecured line of credit with UPS Capital Business Credit
Long-term debt
Total long-term debt							$ 13,503	$ 49,575
Maximum borrowing capacity															$ 25,365
Interest rate (as a percent)							1.49%	3.15%				1.49%	3.15%
Outstanding amount											$ 0	$ 678	$ 2,495
Spread on interest rate basis					1.25%		1.25%	1.25%			1.25%	1.25%	1.25%
Debt securities issued in the Mexican market on April 16, 2021
Long-term debt
Total long-term debt					$ 1,000,000
Principal amount	$ 1,000,000			$ 1,000,000	$ 1,000,000
Interest rate (as a percent)					5.715%						5.715%
Term of loan	5 years			5 years
Percentage of airports guaranteeing the certificates (as a percent)				80.00%
Spread on interest rate basis	75.00%
Debt securities issued in the Mexican market on April 16, 2021, accruing interest at a fixed rate
Long-term debt
Total long-term debt					$ 2,500,000
Principal amount	$ 2,500,000			$ 2,500,000
Interest rate (as a percent)	7.83%
Term of loan	7 years			7 years
Percentage of airports guaranteeing the certificates (as a percent)				80.00%

XML

Long-term debt - Changes in consolidated long-term debt (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Long-term debt
Initial debt balance		$ 4,510,388	$ 4,543,609	$ 4,584,594
New loans		3,500,000
Debt repayment	$ (682)	(13,967)	(42,592)	(40,790)
Amortization of debt securities	(146,576)	(3,000,000)
Payment of commissions and other expenses	$ (628)	(12,859)
Amortization of expenses		12,595	2,851	2,663
Exchange rate fluctuation		465	6,520	(2,858)
Ending balance of debt		$ 4,996,622	$ 4,510,388	$ 4,543,609

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Major maintenance provision (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Major maintenance provision.
Discount rate	8.66%	8.66%	7.89%	8.00%
Major maintenance of concessioned assets		$ 1,317,985	$ 953,896	$ 943,548
Additions		626,790	467,793	315,481
Disbursements	$ (9,920)	(203,042)	(103,704)	(305,133)
Short-term		692,788	443,570	151,554
Long-term	51,250	1,048,945	874,415	802,342
Present value of major maintenance provision	$ 5,577	$ 114,137	$ 75,262	$ 23,157

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Labor obligations (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Labor obligations
Defined contribution plan, expense	$ 725	$ 894	$ 967
Defined benefit plan
Labor obligations
Seniority premiums singe payment equivalent, in days	12 days
Maximum seniority premiums singe payment equivalent, in days	20 days
Maximum single payment equivalent based on pensionable salary, in days	90 days

XML

Labor obligations - Actuarial assumptions (Details) - Defined benefit plan	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Labor obligations
Discount rate	7.90%	7.40%	8.00%
Expected rate of salary increase	5.80%	5.80%	5.80%
Average longevity at retirement age for current pensioners (in years)	14	12	14
Inflation	4.00%	4.00%	5.00%

XML

Labor obligations - Amounts recognized in statement of income and other comprehensive income (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2021 MXN ($)
Remeasurement on the net defined benefit liability:
Components of defined benefit costs recognized in other comprehensive income (loss)	$ (209)	$ (4,281)	$ 13,039	$ 12,834
Present value of defined benefit obligations	$ 6,312		115,691	106,160	$ 129,199
Defined benefit plan
Service cost:
Current service cost		9,535	8,276	7,465
Net interest expense		8,936	8,490	7,156
Reductions and liquidations advance			(9,131)
Components of defined benefit costs recognized in profit and loss		18,471	7,635	14,621
Remeasurement on the net defined benefit liability:
Actuarial gains and losses arising from changes in financial assumptions		2,094	2,653	(161)
Actuarial gains and losses arising from experience adjustments		(6,414)	10,386	12,995
Components of defined benefit costs recognized in other comprehensive income (loss)		(4,320)	13,039	12,834
Total		$ 14,151	20,674	27,455
Present value of defined benefit obligations			$ 115,691	$ 106,160	$ 129,199

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Labor obligations - Movements in defined benefit obligation (Details) - Defined benefit plan - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Changes in net defined benefit liability (asset) [abstract]
Reductions and liquidations advance		$ (9,131)
Present value of defined benefit obligation
Changes in net defined benefit liability (asset) [abstract]
Present value of defined benefit obligation at beginning of period	$ 115,691	106,160	$ 79,905
Current service cost	9,535	8,276	7,465
Interest cost	8,936	8,490	7,156
Reductions and liquidations advance		(9,131)
Remeasurement (gains)/losses:
Actuarial gains and losses arising from changes in financial and demographic assumptions	2,094	2,653	(161)
Actuarial gains and losses arising from experience assumptions	(6,414)	10,386	12,995
Benefits paid	(643)	(11,143)	(1,200)
Present value of defined benefit obligation at end of period	$ 129,199	$ 115,691	$ 106,160

XML

Labor obligations - Sensitivity analysis (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Average duration period of the benefit obligation	11 years 9 months 11 days	11 years 9 months 10 days	13 years 11 months 19 days
Actuarial assumption of discount rates
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase in actuarial assumption (as a percent)	1.00%
Decrease in actuarial assumption (as a percent)	1.00%
Increase in benefit obligation	$ 18,253
Decrease in benefit obligation	$ 15,748
Actuarial assumption of expected rates of salary increases
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase in actuarial assumption (as a percent)	1.00%
Decrease in actuarial assumption (as a percent)	1.00%
Increase in benefit obligation	$ 18,987
Decrease in benefit obligation	$ 16,005

XML

Labor obligations - Expected cash flows (Details) $ in Thousands	Dec. 31, 2021 MXN ($)
Labor obligations
Total	$ 214,047
2022
Labor obligations
Total	1,000
2023
Labor obligations
Total	1,853
2024
Labor obligations
Total	11,408
2025
Labor obligations
Total	1,836
From 2026 and subsequently
Labor obligations
Total	197,950
Defined benefit plan
Labor obligations
Total	164,573
Defined benefit plan | 2023
Labor obligations
Total	559
Defined benefit plan | 2024
Labor obligations
Total	9,794
Defined benefit plan | 2025
Labor obligations
Total	289
Defined benefit plan | From 2026 and subsequently
Labor obligations
Total	153,931
Seniority premium benefits
Labor obligations
Total	49,474
Seniority premium benefits | 2022
Labor obligations
Total	1,000
Seniority premium benefits | 2023
Labor obligations
Total	1,294
Seniority premium benefits | 2024
Labor obligations
Total	1,614
Seniority premium benefits | 2025
Labor obligations
Total	1,547
Seniority premium benefits | From 2026 and subsequently
Labor obligations
Total	$ 44,019

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Right of use assets, net and lease liability - As Lessee (Details) $ in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2008 MXN ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)
Disclosure of quantitative information about right-of-use assets [line items]
Beginning Balance			$ 178,247	$ 210,788
Beginning Balance			256,067	248
Additions			66,525	11
Decreases			(35,849)	(2,530)
Depreciation			(41,275)	(41,348)
Ending Balance			286,743	256,067
Ending Balance		$ 9,632	197,131	178,247
Operating lease commitments by lessee			172,132	194,763
Cash outflow for leases			54,589	57,325
Depreciation
Disclosure of quantitative information about right-of-use assets [line items]
Beginning Balance			(77,820)
Decreases			29,483
Depreciation			(41,275)
Ending Balance			(89,612)	(77,820)
Buildings
Disclosure of quantitative information about right-of-use assets [line items]
Beginning Balance			232,790	224,074
Additions			41,771	9,771
Decreases			(29,653)	(1,055)
Ending Balance			244,908	232,790
Buildings | Depreciation
Disclosure of quantitative information about right-of-use assets [line items]
Beginning Balance			(62,266)
Decreases			27,555
Depreciation			(32,339)
Ending Balance			(67,050)	(62,266)
Other
Disclosure of quantitative information about right-of-use assets [line items]
Beginning Balance			23,277	23,983
Additions			24,754	769
Decreases			(6,196)	(1,475)
Ending Balance			41,835	23,277
Other | Depreciation
Disclosure of quantitative information about right-of-use assets [line items]
Beginning Balance			(15,554)
Decreases			1,928
Depreciation			(8,936)
Ending Balance			(22,562)	(15,554)
2022
Disclosure of quantitative information about right-of-use assets [line items]
Operating lease commitments by lessee			41,107	26,553
Greater than 1 year and less than 3 years
Disclosure of quantitative information about right-of-use assets [line items]
Operating lease commitments by lessee			83,359	55,134
Greater than 3 years
Disclosure of quantitative information about right-of-use assets [line items]
Operating lease commitments by lessee			$ 47,666	$ 113,076
Mexico City International Airport
Disclosure of quantitative information about right-of-use assets [line items]
Term of contract	20 years
Minimum guaranteed income	$ 32,406
Royalty of hotel revenue (as a percent)	18.00%

XML

Right of use assets, net and lease liability - Consolidated Profit and Loss (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Right of use assets, net and lease liability
Depreciation expense of right of use asset	$ 41,275	$ 41,348
Interest expense on lease liabilities	$ 24,402	$ 22,431

XML

Right of use assets, net and lease liability - As Lessor (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of maturity analysis of finance lease payments receivable [line items]
Operating lease commitments by lessor	$ 1,026,727	$ 1,316,009	$ 1,551,184
Contingent rental income	197,439	136,181	229,727
2022
Disclosure of maturity analysis of finance lease payments receivable [line items]
Operating lease commitments by lessor	428,592	444,523	546,671
Greater than 1 year and less than 5 years
Disclosure of maturity analysis of finance lease payments receivable [line items]
Operating lease commitments by lessor	477,409	753,230	843,404
Greater than 5 years
Disclosure of maturity analysis of finance lease payments receivable [line items]
Operating lease commitments by lessor	$ 120,726	$ 118,256	$ 161,109

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Income taxes (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Income taxes
Statutory rate (as a percent)	30.00%	30.00%	30.00%	30.00%
Current ISR		$ 1,217,748	$ 480,232	$ 1,329,867
Deferred ISR		(245,569)	(85,731)	42,355
Income tax expense	$ 47,499	$ 972,179	$ 394,501	$ 1,372,222

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Income taxes - Deferred assets and (liabilities) (Details) $ in Thousands, $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2018 MXN ($)
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax liabilities	$ (1,768)	$ (36,189)	$ (133,828)	$ (202,717)
Deferred tax assets	$ 22,690	464,404	317,758	297,004
Net deferred ISR asset		428,215	183,930	94,287	$ 132,792
Provisions, allowances and labor obligations
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax liabilities		159,813	244,982	157,560
Deferred tax assets		468,314	230,532	205,834
Leasehold improvements
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax liabilities		(225,726)	(426,325)	(407,173)
Deferred tax assets		(243,480)	(172,806)	(184,649)
Tax loss carryforwards
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax liabilities		3,242	15,883	14,937
Deferred tax assets		243,191	268,930	285,045
Recoverable tax on assets
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax liabilities		28,619	28,619	28,619
Others
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax liabilities		(2,137)	3,013	3,340
Deferred tax assets		(3,621)	(8,898)	(9,226)
Other subsidiary losses
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets		$ 246,433	$ 284,813	$ 299,982

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Income taxes - Changes in deferred tax (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of changes in deferred tax liability (asset) [abstract]
Beginning balance of deferred tax liability, net	$ 183,930	$ 94,287	$ 132,792
Deferred ISR in profit or loss	245,569	85,731	(42,355)
Income tax effects recognized in other comprehensive income	(1,284)	3,912	3,850
Ending balance of deferred tax asset, net	$ 428,215	$ 183,930	$ 94,287

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Income taxes - Reconciliation of the statutory income tax rate and effective income tax rate (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Reconciliation of statutory income tax rate and the effective income tax rate as a percentage of net income before income tax
Income before income taxes	$ 187,412	$ 3,835,809	$ 1,492,380	$ 4,599,656
Current ISR		1,217,748	480,232	1,329,867
Deferred ISR		(245,569)	(85,731)	42,355
Income tax expense	$ 47,499	972,179	394,501	1,372,222
Add (deduct) effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes		178,564	53,213	7,675
Statutary rate		$ 1,150,743	$ 447,714	$ 1,379,897
Effective rate (as a percent)	25.34%	25.34%	26.43%	29.83%
Add effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes. (as a percent)	4.66%	4.66%	3.57%	0.17%
Statutory rate (as a percent)	30.00%	30.00%	30.00%	30.00%

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Income taxes - Tax loss carryforwards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 MXN ($)
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	$ 746,880
Tax loss carryforwards utilized	258,900
Other subsidiary losses
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	$ 71,937
Duration of tax losses	10 years
2002
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	$ 156,580
2003
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	167,310
2004
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	213,789
2005
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	4,631
2006
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	17,817
2007
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	44,237
2008
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	30,697
2011
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	7,457
2012
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	29,778
2013
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	10,827
2015
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	895
2018
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	5,765
2019
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	22,810
2020
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	26,849
2021
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Tax loss carryforwards	$ 7,438

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Income taxes - Shareholders' equity tax accounts (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Balances of shareholders' equity tax accounts
Total shareholders' equity tax accounts	$ 8,068,017	$ 7,839,441	$ 7,463,390
Contributed capital account
Balances of shareholders' equity tax accounts
Total shareholders' equity tax accounts	5,039,892	4,694,822	4,584,512
Net consolidated tax profit account
Balances of shareholders' equity tax accounts
Total shareholders' equity tax accounts	$ 3,028,125	$ 3,144,619	$ 2,878,878

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Income taxes - Dividend tax (Details)	12 Months Ended
	Dec. 31, 2021
Income taxes
Maximum additional income taxes dividends may be subject to (as a percent)	10.00%

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Commitment and contingencies - Commitment (Details) $ in Thousands				1 Months Ended	12 Months Ended
	Apr. 16, 2021 MXN ($)	Jun. 16, 2014 MXN ($) item	Mar. 26, 2013 MXN ($) item	Apr. 30, 2021 MXN ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2014 MXN ($)	Dec. 31, 2013 MXN ($)	Dec. 31, 2021 MXN ($)
Commitment and contingencies
Payment of long-term debt					$ 682	$ 13,967,000	$ 42,592,000	$ 40,790,000
Current portion of long-term debt							$ 3,013,502,000	$ 36,851,000
Short-term debt					$ 131,918						$ 2,700,000,000
Debt securities issued in the Mexican market on June 16, 2014
Commitment and contingencies
Principal amount		$ 3,000,000,000							$ 3,000,000,000
Term of loan		7 years							7 years
Payment of long-term debt				$ 3,000,000
Number of airports guaranteeing the certificates | item		9
Percentage of airports guaranteeing the certificates (as a percent)		80.00%
Debt securities issued in the Mexican market on March 26, 2013
Commitment and contingencies
Principal amount			$ 1,500,000,000							$ 1,500,000,000
Term of loan			10 years							10 years
Number of airports guaranteeing the certificates | item			9
Percentage of airports guaranteeing the certificates (as a percent)			80.00%
Debt securities issued in the Mexican market on April 16, 2021
Commitment and contingencies
Principal amount	$ 1,000,000,000			$ 1,000,000,000							1,000,000,000
Term of loan	5 years			5 years
Percentage of airports guaranteeing the certificates (as a percent)				80.00%
Debt securities issued in the Mexican market on April 16, 2021, accruing interest at a fixed rate
Commitment and contingencies
Principal amount	$ 2,500,000,000			$ 2,500,000,000
Term of loan	7 years			7 years
Percentage of airports guaranteeing the certificates (as a percent)				80.00%
Credit line with HSBC Mexico
Commitment and contingencies
Principal amount											900,000,000
Term of loan					6 months	6 months
Short-term debt											$ 900,000,000

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Commitment and contingencies - Contingencies (Details) $ in Thousands, $ in Millions					60 Months Ended	278 Months Ended	279 Months Ended
	Jan. 10, 2022 MXN ($) item	Oct. 16, 2020 ha	Mar. 05, 2020 ha	Nov. 15, 1995 USD ($) ha	Sep. 30, 2018 MXN ($)	Feb. 28, 2019 MXN ($)	Mar. 31, 2019 MXN ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2018 MXN ($)
Ciudad Juarex Airport - Conflict with ownership of certain land
Commitment and contingencies
Loss contingency damages				$ 120.0
Area of land in claim | ha				240
Municipality of Acapulco
Commitment and contingencies
Proof of payment requested by authorities							$ 27,012
Loss contingency damages						$ 27,012
Culiacn Airport
Commitment and contingencies
Loss contingency damages					$ 5,764
Monterrey Airport - Conflict with ownership of certain land
Commitment and contingencies
Book value of land acquired								$ 266,850
Durango Airport
Commitment and contingencies
Area of land in claim | ha			40
Reynosa Airport
Commitment and contingencies
Area of land in claim | ha		2.6
Acapulco Airport
Commitment and contingencies
Number of application of fines | item	38
Fine amount	$ 14,554
Aeropuerto de Monterrey, S. A. de C. V.
Commitment and contingencies
Refund amount of tax on assets									$ 10,624	$ 10,220
Amount paid for tax asset and corresponding funds								$ 28,619

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Financial risk management - Categories of financial instruments and risk management policies (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Credit and interest rate | Cash and cash equivalents and other investments held to maturity
Financial risk management
Financial Assets	$ 5,987,164	$ 2,948,804	$ 3,429,873
Credit and exchange rate | Receivables, net
Financial risk management
Financial Assets	1,085,670	833,643	757,756
Interest rate, exchange rate and liquidity | Short-term and long-term debt
Financial risk management
Financial Liabilities	7,696,622	4,513,503	4,549,575
Liquidity | Trade accounts payable
Financial risk management
Financial Liabilities	213,207	204,048	196,791
Employee statutory profit-sharing payable	31,365	4,700	12,883
Liquidity | Accrued interest
Financial risk management
Financial Liabilities	73,489	44,295	42,438
Liquidity | Short-term and long-term financial leasing
Financial risk management
Financial Liabilities	224,736	194,763	220,860
Liquidity | Accounts payable to related parties
Financial risk management
Financial Liabilities	$ 269,249	$ 167,704	$ 187,515

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Financial risk management - Interest rate risk management (Details) - MXN ($) $ in Thousands	Dec. 31, 2021	Dec. 29, 2021	May 21, 2021	Dec. 31, 2020	Dec. 31, 2019
Financial risk management
Long-term debt	$ 5,000,000			$ 4,513,503	$ 4,549,575
Interest rate risk
Financial risk management
Long-term debt	$ 5,000,000			$ 4,513,503	$ 4,549,575
Interest rate risk | Variable interest rate
Financial risk management
Interest rate (as a percent)	20.00%			1.00%	1.00%
Interest rate risk | Variable interest rate | Top of range
Financial risk management
Interest rate (as a percent)		5.7157%
Interest rate risk | Variable interest rate | Bottom of range
Financial risk management
Interest rate (as a percent)			4.2745%
Interest rate risk | Fixed interest rate
Financial risk management
Percent of long-term debt with fixed interest rate (as a percent)	80.00%			99.00%	99.00%
Interest rate (as a percent)				1.00%	1.00%

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Financial risk management - Sensitivity analysis for interest rates (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 MXN ($)	Apr. 30, 2021 MXN ($)	Apr. 16, 2021 MXN ($)	Dec. 31, 2020 MXN ($) $ / $	Dec. 31, 2019 MXN ($) $ / $
U.S. Dollar
Financial risk management
Exchange rate | $ / $				19.9087	18.8727
Variable interest rate
Financial risk management
Accrued interest				$ 13,503	$ 49,575
Hypothetical unfavorable change in interest rate (as a percent)				10.00%
Hypothetical increase in financing expense through unfavorable change in debt variable interest rates				$ 40	$ 179
Debt securities issued in the Mexican market on April 16, 2021
Financial risk management
Principal amount	$ 1,000,000	$ 1,000,000	$ 1,000,000
Debt securities issued in the Mexican market on April 16, 2021 | Variable interest rate
Financial risk management
Financing expense	$ 3,736
Hypothetical unfavorable change in interest rate (as a percent)	10.00%

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Financial risk management - Exchange risk management (Details) - MXN ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Financial risk management
Percent of revenue (excluding construction revenue) from TUA of international passengers (as a percent)	16.87%	13.20%	15.95%
Appreciation rate of the peso to U.S. Dollar (as a percent)	10.00%	10.00%	10.00%
Projected decrease in revenue due to appreciation rate of peso to U.S. dollar	$ 116,929	$ 54,293	$ 120,798
Depreciation of peso to U.S. Dollar (as a percent)	2.80%

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Financial risk management - Foreign currency sensitivity analysis (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2021 USD ($) $ / $	Dec. 31, 2021 MXN ($) $ / $	Mar. 24, 2021 $ / shares	Dec. 31, 2020 USD ($) $ / $	Dec. 31, 2020 MXN ($) $ / $	Dec. 31, 2019 USD ($) $ / $	Dec. 31, 2019 MXN ($) $ / $
Carrying values of monetary assets and liabilities denominated in foreign currencies
Liabilities denominated in foreign currencies				$ (569,247)	$ (11,650,909)			$ (7,365,333)		$ (7,389,466)
Assets per segment				$ 1,118,332	$ 22,889,141			$ 18,191,580		$ 17,276,961
U.S. Dollar
Interbank exchange rate
Exchange rate | $ / $							19.9087	19.9087	18.8727	18.8727
Currency risk
Financial risk management
Unfavorable change in exchange rate of peso against U.S. dollar (as a percent)				10.00%	10.00%		10.00%	10.00%	10.00%	10.00%
Liability positions net in foreign currencies				$ 17,459			$ 75,718		$ 67,214
Estimated exchange rate (gain) loss from unfavorable change in exchange rate					$ (35,734)			$ (150,745)		$ (126,851)
Transactions in U.S. dollars
Technical assistance	$ 3,766	$ 3,766	$ 7,954
Insurance	1,392	1,039	935
Purchase of machinery and maintenance					5,071			7,065		7,685
Software					$ 251			$ 2,152		$ 443
Professional services, fees and subscriptions	1,531	1,786	702
Other	$ 15,554	$ 4,765	$ 4,303
Currency risk | U.S. Dollar
Carrying values of monetary assets and liabilities denominated in foreign currencies
Liabilities denominated in foreign currencies				(4,784)			(4,095)		(10,059)
Assets per segment				$ 22,243			$ 81,189		$ 79,208
Interbank exchange rate
Exchange rate				20.4672	20.4672	19.8632	19.9087	19.9087	18.8727	18.8727

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Financial risk management - Credit risk (Details)	12 Months Ended
	Dec. 31, 2021 item
Financial risk management
Number of credit options	3
60 days	60 days

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Financial risk management - Liquidity risk (Details) $ in Thousands, $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($) $ / $	Dec. 31, 2019 MXN ($) $ / $
Financial risk management
Long-term debt		$ 5,000,000	$ 4,513,503	$ 4,549,575
Total liabilities	$ 569,247	11,650,909	$ 7,365,333	$ 7,389,466
U.S. Dollar
Financial risk management
Exchange rate | $ / $			19.9087	18.8727
Liquidity
Financial risk management
Long-term debt		5,000,000	$ 4,513,503	$ 4,549,575
Interest		1,704,830	306,718	615,390
Trade accounts payable		213,207	204,048	256,228
Interest Payable		73,489	44,295	42,438
Lease Liabilities		224,736	194,763	220,860
Accounts payable with related parties		269,249	167,704	187,515
Total liabilities		7,485,511	5,431,031	5,872,006
Liquidity | 2022
Financial risk management
Long-term debt			3,013,502	36,851
Interest		368,995	188,641	308,630
Trade accounts payable		213,207	204,048	256,228
Interest Payable		73,489	44,295	42,438
Lease Liabilities		29,332	26,553	72,320
Accounts payable with related parties		269,249	167,704	187,515
Total liabilities		954,272	3,644,743	903,982
Liquidity | Later than one year and not later than four years
Financial risk management
Long-term debt		1,500,000	1,500,001	4,512,724
Interest		863,034	118,077	306,760
Lease Liabilities		195,404	168,210	148,540
Total liabilities		2,558,438	$ 1,786,288	$ 4,968,024
Liquidity | Later than four years and not later than seven years
Financial risk management
Long-term debt		3,500,000
Interest		472,801
Total liabilities		$ 3,972,801

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Financial risk management - Financial instruments at fair value (Details) - MXN ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Financial Instruments at fair value
Total long-term debt	$ 5,000,000	$ 4,513,503	$ 4,549,575
Book Value
Financial Instruments at fair value
Total long-term debt	5,000,000	4,513,503	4,594,575
Fair Value
Financial Instruments at fair value
Total long-term debt	4,811,410	4,524,746	4,517,336
Level 1 | Fair Value
Financial Instruments at fair value
Total long-term debt	$ 4,811,410	4,512,510	4,371,570
Level 2 | Fair Value
Financial Instruments at fair value
Total long-term debt		$ 12,236	$ 145,766

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Shareholders' equity - Subscribed and paid-in capital (Details) $ in Thousands, $ in Thousands	Dec. 31, 2021 USD ($) shares	Dec. 31, 2021 MXN ($) shares	Jun. 11, 2021 shares	Dec. 31, 2020 MXN ($) shares	Dec. 31, 2019 MXN ($) shares	Dec. 31, 2018 shares
Disclosure of classes of share capital [line items]
Contributed Capital	$ 14,549	$ 297,782		$ 300,822	$ 301,739
Series B Class I
Disclosure of classes of share capital [line items]
Number of Shares, outstanding | shares	340,345,556	340,345,556		340,345,556	344,004,973
Contributed Capital | $		$ 262,447		$ 262,447	$ 265,269
Series BB Class I
Disclosure of classes of share capital [line items]
Number of Shares, outstanding | shares	49,766,000	49,766,000		49,766,000	49,766,000
Contributed Capital | $		$ 38,375		$ 38,375	$ 38,375
Treasury Series B Class I
Disclosure of classes of share capital [line items]
Number of Shares, held in treasury | shares	(3,942,131)	(3,942,131)	(49,766,000)		(2,470,158)
Contributed capital, held in treasury | $		$ (3,040)			$ (1,905)
Common stock
Disclosure of classes of share capital [line items]
Number of Shares, outstanding | shares	386,169,425	386,169,425		390,111,556	391,300,815	393,446,466
Contributed Capital | $		$ (297,782)		$ 300,822	$ 301,739

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Shareholders' equity - Shares repurchased (Details) - MXN ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 11, 2021
Shares repurchased
Shares repurchased (in shares)	3,942,131	1,189,250	2,145,651
Purchase of treasury shares	$ (474,852)	$ (150,000)	$ 244,201
Market price per share	$ 137.51	$ 128.39	$ 141.83
Purchase of treasury shares	$ 474,852	$ 150,000	$ 244,201
Treasury Series B Class I
Shares repurchased
Treasury shares held (in shares)	3,942,131		2,470,158	49,766,000

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Shareholders' equity - Additional Equity Activity (Details) $ / shares in Units, $ in Thousands, $ in Thousands					12 Months Ended
	Jan. 19, 2022 MXN ($) $ / shares	Dec. 14, 2021 MXN ($) $ / shares	Apr. 21, 2021 MXN ($) $ / shares	Apr. 29, 2019 MXN ($) $ / shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 MXN ($) shares	Dec. 31, 2021 MXN ($) shares	Jul. 07, 2020 MXN ($)	Dec. 31, 2019 MXN ($) shares	Dec. 31, 2018 shares
Dividends
Dividends approved	$ 4,370,000,000	$ 2,000,000,000		$ 1,600,000
Dividends per share | $ / shares	$ 11.201923995	$ 5.126738671	$ 5.126738671	$ 4.0633
Dividends paid			$ 2,000,000	$ 1,598,680
Period during which tax on dividend distributions and interim payments can be credited against income tax					2 years
Equity reserves
Reserve for repurchase of shares				1,500,000	$ 50,236	$ 1,500,000	$ 1,028,188	$ 1,500,000	$ 1,257,454
Contributed Capital					$ 14,549	300,822	297,782		301,739
Transfer to capital redemption reserve				$ 33,984
Percentage of annual net profits required to be reserved to legal reserve fund					5.00%
Percentage of share capital stock at par value required to be maintained in legal reserve fund					20.00%
Legal reserve fund not available for distribution						$ 60,729	60,729		60,729
Series B Class I
Equity reserves
Number of treasury shares cancelled | shares						3,659,417
Cancellation of treasury shares						$ 2,822
Contributed Capital						$ 262,447	$ 262,447		$ 265,269
Number of Shares, outstanding | shares					340,345,556	340,345,556	340,345,556		344,004,973
Series BB Class I
Equity reserves
Contributed Capital						$ 38,375	$ 38,375		$ 38,375
Number of Shares, outstanding | shares					49,766,000	49,766,000	49,766,000		49,766,000
Common stock
Equity reserves
Contributed Capital						$ 300,822	$ (297,782)		$ 301,739
Number of Shares, outstanding | shares					386,169,425	390,111,556	386,169,425		391,300,815	393,446,466

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Accumulated other comprehensive loss (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Accumulated other comprehensive loss
Balance, Pre-tax		$ (17,379)	$ (4,340)	$ 8,494
Movements of the year, Pre-tax	$ 209	4,281	(13,039)	(12,834)
Balance, Pre-tax		(13,098)	(17,379)	(4,340)
Balance, Deferred taxes		12,446	8,534	4,684
Movements of the year, Deferred taxes	(63)	(1,284)	3,912	3,850
Balance, Deferred taxes		11,162	12,446	8,534
Balance, Net of tax		(4,933)	4,194	13,178
Movements of the year, Net of tax		2,997	(9,127)	(8,984)
Balance, Net of tax	$ (95)	$ (1,936)	$ (4,933)	$ 4,194

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Related party balances and transactions (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)
Related party balances and transactions
Advance Payment for constructions to related parties	$ 214,209	$ 181,989	$ 10,920	$ 223,498
Accounts payable to related parties	167,704	187,515	$ 13,155	269,249
ICA Constructora de Infraestructura, S.A. de C.V.
Related party balances and transactions
Advance Payment for constructions to related parties	7,964	178,977
Accounts payable to related parties		16,652
ICA Constructora, S.A. de C.V.
Related party balances and transactions
Advance Payment for constructions to related parties	90,204			939
Accounts payable to related parties	16,564			27,419
Actica Sistemas, S. de R.L. de C.V.
Related party balances and transactions
Advance Payment for constructions to related parties	110,312			215,772
Accounts payable to related parties	3,971	3,972		4,026
Autovia Golfo Centro, S.A. de C.V.
Related party balances and transactions
Accounts payable to related parties	16,442			30,757
VCD Construccion y Desarrollo, S.A.P.I. de C.V.
Related party balances and transactions
Advance Payment for constructions to related parties	5,729	3,012		6,787
Accounts payable to related parties	5,772	5,335		3,508
Servicios de Tecnologia Aeroportuaria, S.A. de C.V. "SETA"
Related party balances and transactions
Accounts payable to related parties		80,504		78,939
Operadora Nacional Hispana, S.A. de C.V.
Related party balances and transactions
Accounts payable to related parties	5,928	2,527		2,949
ICA Ingenieria S. A. de C. V.
Related party balances and transactions
Accounts payable to related parties	367	1,177		367
GGA Capital, S.A.P.I. de C.V.
Related party balances and transactions
Accounts payable to related parties	$ 117,845	$ 75,950		$ 110,495
Interest rate basis	91-day TIIE rate	91-day TIIE rate
Spread on interest rate basis	3.50%	3.50%
Interest rate (as a percent)	7.743%		5.715%	5.715%
Grupo ICA Constructora, S.A. de C.V.
Related party balances and transactions
Accounts payable to related parties	$ 794	$ 794
Controladora de Operaciones de Infraestructura, S A. de C V
Related party balances and transactions
Accounts payable to related parties				$ 10,298
Grupo Hotelero Santa Fe, S. A. de C. V.
Related party balances and transactions
Accounts payable to related parties	$ 21	$ 604		$ 491

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Related party balances and transactions - Principal transactions (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2021 MXN ($)
Related party balances and transactions
Intangible assets other than goodwill	$ 570,703		$ 10,229,656	$ 9,267,111	$ 11,680,684
Additions to right-of-use assets		$ 66,525	11
Technical assistance fees	6,525	133,558	81,164	150,108
Administrative services	28,658	586,542	518,059	542,664
Maintenance	25,048	512,653	392,531	292,324
Interests	$ 25,244	516,676	420,499	376,008
Provision for accrued services.					$ 8,604
Buildings
Related party balances and transactions
Additions to right-of-use assets		41,771	9,771
Other
Related party balances and transactions
Additions to right-of-use assets		24,754	769
Related parties
Related party balances and transactions
Technical assistance fees		133,458	81,164	150,108
Administrative services		23,420	22,453	43,196
Revenues from Leases		2,401	23,828	72
Administrative services			190
Interests		14,922	28,633
Improvements and Major maintenance		959,489	564,563	553,405
Related parties | Industrial warehouse
Related party balances and transactions
Capital Investment		7,548	100,194	43,599
Related parties | Maintenance
Related party balances and transactions
Major maintenance to concessioned assets		$ 1,572	$ 813	$ 310

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Related party balances and transactions - Short-term promissory note (Details) $ in Thousands, $ in Thousands			12 Months Ended
	Dec. 14, 2020 MXN ($)	Jun. 14, 2015	Dec. 31, 2021 MXN ($) item	Dec. 31, 2020 MXN ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2019 USD ($)
Disclosure of transactions between related parties [line items]
Short-term employee benefits			$ 78,048	$ 73,711		$ 58,989
Number of members | item			3
Servicios de Tecnologia Aeroportuaria, S.A. de C.V. "SETA"
Disclosure of transactions between related parties [line items]
Technical assistance annual consideration	$ 3,766,000
Percentage of ebitda before payment of technical assistance fee for next two years	3.00%
Increase in variable consideration than fixed technical assistance fee					$ 3,766		$ 3,661
Threshold percentage of shares held by related party to trigger conversion of shares		7.65%
Minimum percentage of shares held by related party to not trigger conversion of shares		7.65%
CONOISA
Disclosure of transactions between related parties [line items]
Ownership interest indirectly held			1.90%
Empresas ICA | Servicios de Tecnologia Aeroportuaria, S.A. de C.V. "SETA"
Disclosure of transactions between related parties [line items]
Partner ownership interest			12.80%

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Operating segment data (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2021 MXN ($)
Operating segment data
Aeronautical revenues	$ 257,863	$ 5,277,728	$ 2,942,558	$ 5,752,662
Non-aeronautical revenues	80,782	1,653,379	1,171,039	1,819,605
Construction services revenues	87,403	1,788,903	1,253,869	954,834
Depreciation and amortization	23,805	487,230	435,344	415,252
Operating income	200,828	4,110,389	1,721,468	4,855,306
Assets per segment	1,118,332		18,191,580	17,276,961	$ 22,889,141
Liabilities per segment	569,247		7,365,333	7,389,466	11,650,909
Capital investments			1,401,483	1,048,925	2,117,178
Investment in airport concessions	$ 570,703		10,229,656	9,267,111	11,680,684
Operating segments
Operating segment data
Aeronautical revenues		5,326,515	2,966,361	5,769,565
Non-aeronautical revenues		5,330,118	3,665,471	7,220,120
Construction services revenues		1,803,826	1,280,338	1,001,356
Depreciation and amortization		487,230	443,925	415,252
Operating income		5,425,577	2,485,164	6,037,186
Assets per segment			35,263,499	32,994,471	45,135,646
Liabilities per segment			11,087,689	10,516,331	16,539,503
Capital investments			1,430,117	1,095,447	2,132,101
Investment in airport concessions			10,356,663	9,369,514	11,822,612
Operating segments | Monterrey
Operating segment data
Aeronautical revenues		2,371,178	1,278,255	2,641,052
Non-aeronautical revenues		551,744	479,322	726,685
Construction services revenues		908,960	802,470	323,035
Depreciation and amortization		142,152	122,507	111,020
Operating income		505,076	445,952	473,615
Assets per segment			6,479,365	5,715,147	9,851,832
Liabilities per segment			1,367,347	941,349	2,328,736
Capital investments			823,103	331,393	1,013,223
Investment in airport concessions			3,870,329	3,168,968	4,656,916
Operating segments | Acapulco
Operating segment data
Aeronautical revenues		196,631	117,218	227,954
Non-aeronautical revenues		33,250	27,159	40,241
Construction services revenues		44,088	29,409	63,102
Depreciation and amortization		45,693	44,780	43,286
Operating income		41,484	21,587	53,812
Assets per segment			1,414,504	1,419,091	1,610,833
Liabilities per segment			449,606	452,731	475,820
Capital investments			29,561	63,333	52,188
Investment in airport concessions			1,257,321	1,269,386	1,259,100
Operating segments | Mazatlan
Operating segment data
Aeronautical revenues		317,004	211,184	321,313
Non-aeronautical revenues		46,368	37,431	52,857
Construction services revenues		45,625	24,704	34,573
Depreciation and amortization		19,254	18,699	17,514
Operating income		57,049	63,103	52,626
Assets per segment			1,358,969	1,261,473	1,472,456
Liabilities per segment			162,731	153,667	182,768
Capital investments			24,747	34,573	54,387
Investment in airport concessions			548,185	541,430	575,299
Operating segments | Zihuatanejo
Operating segment data
Aeronautical revenues		137,018	98,645	191,512
Non-aeronautical revenues		22,127	18,360	25,596
Construction services revenues		129,957	45,984	22,876
Depreciation and amortization		20,058	19,091	18,660
Operating income		26,664	12,961	43,614
Assets per segment			623,522	605,929	773,651
Liabilities per segment			130,925	122,048	213,664
Capital investments			45,984	22,876	130,553
Investment in airport concessions			553,611	524,549	665,716
Operating segments | Chihuahua
Operating segment data
Aeronautical revenues		419,027	215,728	411,393
Non-aeronautical revenues		48,531	46,049	67,021
Construction services revenues		63,456	30,679	124,701
Depreciation and amortization		26,384	25,274	17,974
Operating income		79,271	50,038	67,379
Assets per segment			942,529	888,950	1,156,808
Liabilities per segment			172,428	157,533	311,608
Capital investments			32,225	135,394	64,277
Investment in airport concessions			707,619	699,711	747,296
Operating segments | Culiacan
Operating segment data
Aeronautical revenues		573,506	359,562	617,979
Non-aeronautical revenues		57,560	51,732	66,286
Construction services revenues		91,262	68,142	68,960
Depreciation and amortization		22,442	20,887	18,658
Operating income		109,180	92,341	96,278
Assets per segment			1,176,640	1,021,410	1,291,889
Liabilities per segment			208,282	140,294	218,694
Capital investments			68,142	69,834	93,664
Investment in airport concessions			628,208	579,084	698,863
Operating segments | Durango
Operating segment data
Aeronautical revenues		155,408	79,515	150,130
Non-aeronautical revenues		14,536	11,083	13,433
Construction services revenues		35,600	50,203	36,677
Depreciation and amortization		10,082	8,259	7,537
Operating income		31,170	10,220	23,014
Assets per segment			361,233	329,251	433,110
Liabilities per segment			130,170	104,720	178,875
Capital investments			50,534	36,677	37,840
Investment in airport concessions			253,402	210,111	280,275
Operating segments | San Luis Potosi
Operating segment data
Aeronautical revenues		192,712	108,045	174,340
Non-aeronautical revenues		38,345	28,508	35,631
Construction services revenues		67,399	58,189	110,743
Depreciation and amortization		24,150	21,569	12,857
Operating income		35,288	34,648	27,938
Assets per segment			764,159	736,196	975,174
Liabilities per segment			507,738	470,919	592,318
Capital investments			58,189	110,743	69,963
Investment in airport concessions			677,976	639,981	722,596
Operating segments | Tampico
Operating segment data
Aeronautical revenues		133,178	74,330	197,160
Non-aeronautical revenues		20,054	17,414	28,057
Construction services revenues		130,162	67,530	61,823
Depreciation and amortization		12,083	9,920	9,218
Operating income		21,775	10,157	31,808
Assets per segment			459,542	424,573	607,634
Liabilities per segment			173,952	143,603	263,087
Capital investments			67,530	61,823	133,222
Investment in airport concessions			385,514	326,939	504,349
Operating segments | Torreon
Operating segment data
Aeronautical revenues		175,268	94,892	201,446
Non-aeronautical revenues		24,450	17,425	23,683
Construction services revenues		28,802	12,233	18,343
Depreciation and amortization		10,811	10,605	9,883
Operating income		32,917	23,661	31,658
Assets per segment			427,761	394,575	455,251
Liabilities per segment			145,686	129,541	150,071
Capital investments			12,233	18,639	130,982
Investment in airport concessions			288,688	285,823	307,785
Operating segments | Zacatecas
Operating segment data
Aeronautical revenues		132,427	71,292	141,500
Non-aeronautical revenues		14,996	10,512	13,945
Construction services revenues		18,318	7,480	6,842
Depreciation and amortization		8,419	8,024	7,813
Operating income		21,138	20,756	31,135
Assets per segment			278,600	276,150	304,253
Liabilities per segment			104,243	113,357	119,919
Capital investments			7,480	6,842	38,291
Investment in airport concessions			212,775	212,224	223,770
Operating segments | Ciudad Juarez
Operating segment data
Aeronautical revenues		403,208	199,685	380,271
Non-aeronautical revenues		36,148	37,736	55,990
Construction services revenues		165,532	27,949	17,650
Depreciation and amortization		15,201	12,717	11,799
Operating income		74,111	60,241	61,374
Assets per segment			685,696	602,764	908,182
Liabilities per segment			251,677	211,678	322,338
Capital investments			32,311	31,452	200,447
Investment in airport concessions			376,574	362,169	528,488
Operating segments | Reynosa
Operating segment data
Aeronautical revenues		119,950	58,010	113,515
Non-aeronautical revenues		12,133	11,500	18,240
Construction services revenues		74,664	55,366	112,031
Depreciation and amortization		20,472	9,553	8,189
Operating income		24,219	9,171	26,375
Assets per segment			724,866	676,207	889,245
Liabilities per segment			445,447	400,642	490,399
Capital investments			55,366	113,242	86,752
Investment in airport concessions			596,461	549,139	652,159
Operating segments | NH T2 Hotel
Operating segment data
Non-aeronautical revenues		171,005	110,299	255,393
Depreciation and amortization		42,054	40,301	39,546
Operating income		35,708	(8,609)	77,325
Assets per segment			498,674	518,590	517,121
Liabilities per segment			201,062	201,012	205,908
Capital investments			187	9,190	105
Operating segments | Hilton Garden Inn
Operating segment data
Non-aeronautical revenues		52,483	32,614	103,474
Depreciation and amortization		9,634	11,430	11,382
Operating income		5,789	(6,918)	32,345
Assets per segment			297,470	301,362	309,245
Liabilities per segment			31,397	34,001	32,992
Capital investments			3,628	82
Operating segments | VYNMSA
Operating segment data
Non-aeronautical revenues		68,294	56,454	41,981
Depreciation and amortization		28,186	23,621	19,548
Operating income		31,222	24,082	15,622
Assets per segment			494,223	390,478	486,130
Liabilities per segment			277,183	185,094	262,011
Capital investments			107,952	46,160	16,127
Operating segments | Other Segment
Operating segment data
Non-aeronautical revenues		4,118,094	2,671,873	5,651,607
Depreciation and amortization		30,155	36,688	50,368
Operating income		4,293,516	1,621,773	4,891,268
Assets per segment			18,275,746	17,432,325	23,092,832
Liabilities per segment			6,327,815	6,554,142	10,190,295
Capital investments			10,945	3,194	10,080
Eliminations
Operating segment data
Aeronautical revenues		(48,787)	(23,803)	(16,903)
Non-aeronautical revenues		(3,676,739)	(2,494,432)	(5,400,515)
Construction services revenues		(14,922)	(26,469)	(46,522)
Depreciation and amortization			(8,581)
Operating income		$ (1,315,188)	(763,696)	(1,181,880)
Assets per segment			(17,071,919)	(15,717,510)	(22,246,505)
Liabilities per segment			(3,722,356)	(3,126,865)	(4,888,594)
Capital investments			(28,634)	(46,522)	(14,923)
Investment in airport concessions			$ (127,007)	$ (102,403)	$ (141,928)

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Revenues (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 item	Dec. 31, 2021 USD ($) item	Dec. 31, 2021 MXN ($) item	Dec. 31, 2021 item kg	Dec. 31, 2021 item lb	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)	Dec. 31, 2018
Revenues
Time period that maximum rates for airport concessions are established	5 years
Number of passengers that a work load unit is equivalent to | item	1	1	1	1	1
Weight of cargo that a work load unit is equivalent to				100	220
Aeronautical services:
Domestic TUA			$ 3,422,714			$ 1,857,551	$ 3,776,401
International TUA			1,169,292			542,933	1,207,989
Landing charges			206,114			147,387	229,919
Platform for embarking and disembarking			134,436			90,257	150,055
Aircraft parking charges on extended stay or overnight			36,539			31,905	35,910
Domestic and international passenger and carry-on baggage check			52,998			29,688	62,970
Aerocars and jetways			22,395			19,920	48,074
Other airport services, leases and regulated access rights			233,240			222,917	241,344
Total revenues from aeronautical services		$ 257,863	5,277,728			2,942,558	5,752,662
Commercial activities
Car parking charges			217,728			126,818	279,463
Advertising			70,338			59,695	76,200
Retail operations			86,128			64,486	124,554
Food and beverage			120,148			87,499	144,374
Car rental operators			142,651			111,037	149,454
Time share developers			13,557			12,683	16,663
Financial services			8,355			7,853	10,367
Communication and services			18,137			17,800	16,006
Services to passengers			3,561			3,281	4,127
VIP lounges			49,381			36,538	51,176
Other services			49,593			44,300	43,542
Total revenue from commercial activities			779,577			571,990	915,926
Diversification activities:
Hotel services			221,728			141,890	357,032
OMA Carga			257,210			183,382	194,936
Real estate services			19,721			16,499	18,181
Industrial services			63,737			51,272	39,451
Other services			6,889			7,547	4,966
Total diversification activities			569,285			400,590	614,566
Complementary activities:
Leasing of space			122,639			85,729	83,477
Access rights			21,316			15,819	19,709
Documented baggage inspection			150,238			86,491	175,006
Other services (CUSS and CUTE)			10,324			10,420	10,921
Total of complimentary activities			304,517			198,459	289,113
Total revenue from non-aeronautical services		$ 80,782	$ 1,653,379			$ 1,171,039	$ 1,819,605
Percentage of revenues generated by the Monterrery, Acapulco, Mazatlan, Culiacan, Chihuahua, Ciudad Juarez and Zihuatanejo airports						76.00%	76.00%	76.00%

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Cost of services (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 MXN ($)	Dec. 31, 2020 MXN ($)	Dec. 31, 2019 MXN ($)
Cost of services
Wages and salaries		$ 229,358	$ 228,993	$ 242,473
Maintenance		142,069	124,563	177,191
Security and insurance		128,299	134,774	161,351
Utilities (electric, cleaning and water)		144,727	122,961	177,250
Building lease		2,015	2,543	15,683
Allowance for doubtful accounts		646	17,738	(241)
Cost of hotel service		44,282	30,650	85,706
Equipment lease, fees and others		90,711	103,736	94,794
Cost of services	$ 38,213	$ 782,107	$ 765,958	$ 954,207

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Subsequent event (Details)									3 Months Ended
	Jul. 31, 2022 MXN ($)	May 31, 2022 MXN ($)	Apr. 22, 2022 MXN ($) item	Mar. 31, 2022 MXN ($) tranche	Jan. 19, 2022 MXN ($) $ / shares	Dec. 14, 2021 MXN ($) $ / shares	Apr. 21, 2021 $ / shares	Apr. 29, 2019 MXN ($) $ / shares	Mar. 31, 2022 MXN ($)
Subsequent event
Dividends Approved					$ 4,370,000,000,000	$ 2,000,000,000,000		$ 1,600,000,000
Dividends per share | $ / shares					$ 11.201923995	$ 5.126738671	$ 5.126738671	$ 4.0633
Dividend payments
Subsequent event
Dividends Approved	$ 500,000,000	$ 1,800,000,000	$ 2,300,000,000		$ 4,325,841,000
Number of installments for payment of a cash dividend | item			2
Dividends per share | $ / shares					$ 11.201923995
Debt instrument, bonds issued on March 31, 2022
Subsequent event
Principal amount				$ 4,000,000,000					$ 4,000,000,000
Number of tranches | tranche				2
Debt instrument, bonds issued on March 31, 2022 | Variable interest rate
Subsequent event
Principal amount				$ 1,700,000,000					$ 1,700,000,000
Term of loan				5 years
Spread on interest rate basis				0.14%					0.14%
Debt instrument, bonds issued on March 31, 2022 | Fixed interest rate
Subsequent event
Principal amount				$ 2,300,000,000					$ 2,300,000,000
Term of loan				7 years
Interest rate (as a percent)				9.35%					9.35%
Prepaid amount of short-term loan				$ 2,700,000,000
Debt Maturing on April 10, 2026 and April 7, 2028
Subsequent event
Interest rate basis									28-day TIIE