MEXICO
CITY, April 8, 2022 /PRNewswire/ -- Volaris*
(NYSE: VLRS and BMV: VOLAR), announces a summons for the general
ordinary annual shareholders' meeting to be held on April 26, 2022.
Under Mexican law Volaris needs to hold a general ordinary
shareholders' meeting at least once a year in respect of general
corporate matters. A courtesy English translation of this year's
shareholders' meeting agenda is attached as exhibit.
The information included in this report has not been audited
and it does not provide information on the company's future
performance. Volaris' future performance depends on many factors
and it cannot be inferred that any period's performance or its
comparison year over year will be an indicator of a similar
performance in the future.
About Volaris:
Controladora Vuela Compañía de
Aviación, S.A.B. de C.V. ("Volaris" or the "Company") (NYSE: VLRS
and BMV: VOLAR), is an ultra-low-cost carrier, with point-to-point
operations, serving Mexico,
the United States, Central and
South America. Volaris offers low
base fares to build its market, providing quality service and
extensive customer choice. Since the beginning of operations in
March 2006, Volaris has increased its
routes from 5 to more than 188 and its fleet from 4 to 105
aircraft. Volaris offers more than 500 daily flight segments on
routes that connect 44 cities in Mexico and 27 cities in the United States, Central and South America with one of the youngest fleet
in Mexico. Volaris targets
passengers who are visiting friends and relatives, cost-conscious
business and leisure travelers in Mexico, the United
States, Central and South
America. Volaris has received the ESR Award for Social
Corporate Responsibility for eleven consecutive years. For more
information, please visit: www.volaris.com.
CALL TO
A GENERAL ORDINARY ANNUAL SHAREHOLDERS
MEETING
CONTROLADORA VUELA COMPAÑÍA DE AVIACIÓN, S.A.B.
DE C.V.
By resolution of the Board of Directors of CONTROLADORA VUELA
COMPAÑÍA DE AVIACIÓN, S.A.B. DE C.V. (the "Company"), and pursuant
to articles 179, 180, 181, 183, 186 and other applicable articles
of the General Law of Commercial Companies and clauses Seventeenth,
Eighteenth and Nineteenth and other applicable clauses of the
corporate by-laws, holders of Series "A" and Series "B" shares of
the capital stock of the Company, are hereby summoned to a general
ordinary annual shareholders meeting to be held on April 26, 2022 at 10:00 (ten) hours, in the
corporate domicile of the Company located at Avenida Antonio Dovalí
Jaime No. 70, Building B, Floor 13, Colonia Zedec Santa Fe,
Alcaldía Álvaro Obregón, C.P. 01210, Mexico City, Mexico in order to deal with the
subject-matters contained in the following:
AGENDA
I. Presentation and, if applicable, approval of
the reports referred to article 28, section IV, of the Securities
Market Law including the presentation of the consolidated financial
statements for the year ended on December
31, 2021, and resolutions regarding the performance of the
Board of Directors, Committees and Chief Executive Officer of the
Company.
II. Resolutions regarding the allocation of the
results for the fiscal year ended on December 31, 2021.
III. Resolutions of (i) the amount that could be
allocated to the purchase of Company´s shares in accordance with
article 56, section IV, of the Securities Market Law; and (ii) the
report regarding the policies and resolutions adopted by the Board
of Directors of the Company, regarding the purchase and sale of
such shares.
IV. Appointment and/or ratification of the
members of the Board of Directors, of the secretary, prosecretary
and principal officers of the Company.
V. Appointment and/or ratification of the
chairman of the Audit and Corporate Practices Committee of the
Company.
VI. Resolutions regarding the compensation to
the members of the Board of Directors, Audit and Corporate
Practices Committee, Compensations and Nominations Committee and
the secretary of the Board of Directors of the Company.
VII. Appointment of delegates who will carry out
and formalize the resolutions adopted by this meeting.
Pursuant to clause Nineteenth of the corporate by-laws, in order
to have the right to attend the meeting, shareholders must be
registered in the Stock Registry Book of the Company and present
the corresponding admission card, which must be requested no later
than forty-eight hours prior to the start of the shareholders
meeting at the domicile of the secretary of the Company located at
Javier Barros Sierra 540, Building 1, Floor 4, Col. Santa Fe, 01210, Mexico City, Mexico, by depositing the
corresponding share certificates or provide evidence of the
corresponding deposit certificates of such shares issued by S.D.
Indeval Institución para el Depósito de Valores, S.A. de C.V., by a
Mexican credit or foreign institution, or by an authorized
brokerage firm. In order to obtain the above-mentioned admission
card, the depositors with S.D. Indeval Institución para el Depósito
de Valores, S.A. de C.V., must enclose to the statements issued by
such institution, the lists that identify the names of the
corresponding shareholders.
Shareholders or holders of other securities referred to Series
"A" and "B" of the Company, may be represented by attorneys-in fact
who must evidence their authority by means of a power-of-attorney
granted in terms of the form prepared by the Company in compliance
with paragraph III of Article 49 of the Mexican Securities Market
Law and the corporate by-laws. Additionally, shareholders of Series
"A" shares not held in the neutral investment trust established by
the Company must prove their status as Mexican Investors (as such
term is defined below), either directly or through the
aforementioned forms, in order for the Company to verify their
status.
Pursuant to Clause Six of the Company's by-laws, the Series A
shares may be subscribed and paid for or acquired exclusively by
Mexican individuals or Mexican legal entities with a foreigner
exclusion clause or with a majority of Mexican capital and
controlled by Mexican capital (any of them, a "Mexican Investor"
and, collectively, the "Mexican Investors"), in accordance with the
applicable legislation regarding foreign investment in Mexico.
Any person who is not a Mexican Investor and who participates
directly or indirectly in the capital stock of the Company will
maintain his or her participation through Ordinary Participation
Certificates ("CPOs") and/or through American Depositary Shares
("ADSs") and/or American Depositary Receipts ("ADRs"), as
applicable, and in any case, neither the CPOs and/or ADSs and/or
ADRs grant any voting rights.
The Series A shares held in the neutral investment trust
executed by the Company with Nacional Financiera, Sociedad Nacional
de Crédito, Institución de Banca de Desarrollo, Dirección
Fiduciaria will be voted in the same manner as the Series A Shares
not held in the, that is, in the same manner as the majority of the
Mexican Investors. Pursuant to Clause Nineteenth of the Company's
Bylaws, attendance and the exercise of voting rights are subject to
the proper and sufficient accreditation of the Mexican Investment,
on the understanding that, in the event that the information is
insufficient or not proper, or the forms do not comply with the
forms prepared by the Company and authorized by the Secretary of
Economy, the Secretary of the Shareholder Meeting will not
recognize or give any value to such forms, or the forms do not
comply with the forms prepared by the Company and authorized by the
Ministry of Economy, the Secretary of the Shareholders Meeting will
not recognize or give any value to such forms, and therefore the
Series A shares in question will not be counted for purposes of the
quorum for installation or voting at the Shareholders Meeting.
The abovementioned forms and admission cards may be requested at
the above-mentioned Secretary's domicile, within the fifteen days
prior to the date on which the meeting will be held, from 10:00 to
14:00 hours and from 16:00 to 18:00 hours. Likewise, the
information related to the agenda will be available to the
shareholders or their representatives, at the above-mentioned hours
and domicile, within at least fifteen days prior to the date of the
meeting.
DUE TO THE NATIONAL CONTINGENCY DERIVED FROM COVID-19, IT IS
HEREBY INFORMED THAT THE LOCATION WHERE THE MEETING WILL TAKE PLACE
WILL BE LARGE ENOUGH TO COMPLY WITH THE REQUIRED DISTANCE
PROTOCOLS. LIKEWISE, OTHER HEALTH AND SANITATION PROTOCOLS WILL BE
FULFILLED FOR THE SAFETY OF THOSE PRESENT AT THE MEETING. IN THE
CASE OF ISSUANCE OF ANY RULING OR DISPOSITION THAT REQUIRES US TO
MAKE ANY AMENDMENTS TO THIS CALL, WE WILL INFORM SHAREHOLDERS IN
DUE TIME.
Mexico City, on
April 8, 2022.
_________________________________
Jaime Esteban Pous Fernández
Secretary of the Board of Directors
Investor Relations Contact
Félix Martínez / Naara
Cortés Gallardo / ir@volaris.com
Media Contact
Gabriela Fernández /
gabriela.fernandez@volaris.com
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SOURCE Volaris