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2026 Shareholders’ Meeting

2026 Extraordinary General Shareholders’ Meeting

Meeting Information

Date and time: Wednesday, March 25th, 2026 at 5:00PM (CST)

Address: Avenida Antonio Dovalí Jaime #70, Tower B, Floor 13
Colonia Zedec Santa Fe, Alcaldía Álvaro Obregón
C.P. 01210, Mexico City

 

Agenda

I. Presentation, discussion, and, if applicable, approval of a proposal to amend the Company’s by-laws to align them with the latest amendments, among other things, to the Mexican Securities Market Law (Ley del Mercado de Valores).

II. Presentation, discussion, and, if applicable, approval of a proposal to carry out:

  1. the merger of the Company, as the merging entity that will survive, with Grupo Viva Aerobús, S.A. de C.V. registered with the Federal Taxpayers Registry (Registro Federal de Contribuyentes) under tax identification number R.F.C.: OMN-060209-4W3, and whose tax name is GRUPO VIVA AEROBUS (“VIVA”), as the merged entity that will be extinguished;
  2. the ratification of the execution by the Company of the Business Combination Agreement, entered into between the Company and VIVA, dated December 18, 2025 (the “BCA”), and of all of its terms and conditions; and
  3. the ancillary and related acts in connection with the merger and the other transactions contemplated in the BCA, including, without limitation, approval of the Company’s unaudited consolidated statement of financial position as of September 30, 2025, a capital increase, amendments to the Company’s by-laws, the granting and delegation of powers, conversion of certain shares and other acts related to the implementation of the merger and the other transactions contemplated in the BCA and the resolutions adopted at this Meeting.

III. Presentation, discussion, and, if applicable, approval of the composition of the Company’s Board of Directors as a result of the merger.

IV. Presentation, discussion and, if applicable, approval of the appointment of the Chairmen of the Audit Committee and the Corporate Governance Committee as a consequence of the merger.

V. Presentation, discussion and, if applicable, approval of the Company’s unaudited consolidated statement of financial position as of December 31, 2025, and the unaudited consolidated statement of operations for the year ended December 31, 2025.

VI. Appointment of delegates to carry out and formalize the approvals and resolutions adopted by this Meeting.

 

The information related to the agenda will be available to the shareholders or their representatives and may be requested at the domicile located at Javier Barros Sierra 540, Building 1, Floor 4, Colonia Santa Fe, Alcaldía Álvaro Obregón, C.P. 01210, Mexico City, from ten (10:00) to fourteen (14:00) hours and from sixteen (16:00) to eighteen (18:00) hours.

 

Information Memorandum on Corporate Restructuring (Folleto Informativo)

Information Memorandum on Corporate Restructuring – Full Document

  • The corporate restructure described in the Information Memorandum consists of the merger of Grupo Viva Aerobus, S.A. de C.V. (“VIVA”), as the non-surviving entity, and Volaris, as the surviving entity, pursuant to which each of the outstanding VIVA Shares will be cancelled and will be entitled to receive, as a whole, the amount of 1,078,528,426 Volaris Shares, of which 1,055,208,892 will be Class II, Series A shares and 23,319,534 will be Class II, Series B shares, the latter to be delivered to IAMSA Luchtvaart, BV.
  • 87,448,251 Class II, Series “A” ordinary, nominative, no-par value shares will also be issued to be held in treasury to support, if applicable, the conversion of the CarVal Notes (such treasury shares, the “Reserved Shares”). After giving effect to the Merger, the Reserved Shares, together with the share consideration described in the preceding paragraph, will represent 50% of the outstanding capital stock, on a fully diluted basis, of Volaris, assuming the conversion of such Reserved Shares.
  • The Merger has been approved by the Board of Directors of Volaris and is subject to approval of Volaris shareholders at the Extraordinary General Shareholders’ Meeting of Volaris, which is expected to be held on March 25, 2026, which must resolve, among other matters:
    (i) the approval of the Merger,
    (ii) the capital stock increase necessary to issue (a) the Volaris Shares to be delivered as consideration to the shareholders of VIVA, and (b) the Reserved Shares,
    (iii) the amendments to the by-laws of Volaris as contemplated under the BCA,
    (iv) the integration of the Board of Directors, the appointment of the chairs of the Audit Committee and the Corporate Practices Committee and the appointment of co-CEO’s as contemplated under the BCA, and
    (v) to take any actions that may be necessary and required to carry out the Transaction, in accordance with the terms set forth in the BCA.

Shareholders should review the more detailed information included in the Information Memorandum, including under the section entitled “Risk Factors”.

 

Volaris and Viva Transaction Resources