MEXICO CITY, April 27, 2021 /PRNewswire/ -- Volaris* (NYSE:
VLRS and BMV: VOLAR), announces the resolutions of the general
ordinary annual shareholders meeting held on April 26, 2021.
The general ordinary annual shareholders meeting of the Company
authorized all the items of the agenda with the majority of the
votes.
A courtesy English translation of the shareholders' meeting
resolutions summary are attached as an exhibit.
The information included in this report has not been audited
and does not provide any information about the company's future
performance. Volaris' future performance depends on a number of
factors, and it cannot be inferred that the performance of any
period or its comparison with the same period of the previous year
is an indicator of similar performance in the future.
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 financial statements for the year
ended on December 31, 2020 and
resolutions regarding the performance of the Board of Directors,
Committees and Chief Executive Officer of the Company.
The following were presented and approved: (i) the report of the
Audit and Corporate Practices Committee in terms of article 43 of
the Securities Market Law; (ii) the report of the Chief Executive
Officer in terms of article 28, section IV, subsection b) and
article 44, section XI of the Securities Market Law, together with
the opinion of the external auditor; (iii) the opinion of the Board
of Directors on the Chief Executive Officer's report; (iv) the
report of the Board of Directors referred to in Article 172,
paragraph b) of the General Law of Business Corporations on the
principal accounting and information policies and criteria followed
in the preparation of the Company's financial information; (v) the
report of the Board of Directors referred to in Article 28, Section
IV, paragraph e) of the Securities Market Law on the activities and
operations of the Company in which said board participated; and
(vi) the Financial Statements of the Company and its subsidiaries
for the fiscal year ended December 31,
2020, which show a net loss of MXN$4,293,791,000 (four
billion two hundred ninety-three million seven hundred ninety-one thousand pesos
00/100).
Each and every one of the acts performed by the Board of
Directors, by the Audit and Corporate Practices Committee, by the
Compensations and Nominations Committee, by the Chairman, by the
Chief Executive Officer, by the Secretary, by the Pro-Secretary and
by the officers of the Company in the performance of their duties
during fiscal year ended December 31,
2020 were ratified and approved and released from all
liability derived from the performance of their duties, to which
effect they are granted the most extensive severance payment that
may be applicable in compliance with the law.
II. Resolutions regarding the allocation of the final
results for the fiscal year ended on December 31, 2020.
It was resolved that the net losses of the Company and
subsidiaries obtained for the fiscal year ended December 31, 2020, which amount to
MXN$4,293,791,000.00 (four billion two hundred ninety-three million
seven hundred ninety-one thousand
pesos 00/100), be applied to the "retained earnings account
of prior years". Likewise, it was noted that the legal reserve of
the Company amounts to MXN$291,178,000.00 (two hundred ninety-one
million one hundred seventy-eight thousand
pesos 00/100) as of the date of the meeting.
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.
It was resolved that during the current fiscal year 2021 no
resources will be allocated for the purchase of the Company
shares.
IV. Appointment and/or ratification of the members of the
Board of Directors, of the secretary, pro-secretary and principal
officers.
(i) It was resolved to ratify Mr. Brian H. Franke as Chairman and member of the
Board of Directors of the Company.
(ii) It was resolved to ratify Alfonso González Migoya,
Stanley L. Pace, William Dean Donovan, John Slowik, José Luis Fernández Fernández,
Joaquín Alberto Palomo Déneke, Ricardo Maldonado Yáñez,
Guadalupe Phillips Margain and
Mónica Aspe Bernal as members of the Board of Directors of the
Company, and it is acknowledged and ratified that they also
continue to qualify as independent directors in terms of the
established in Article 26 of the Securities Market Law.
(iii) It was resolved to ratify Mr. Harry F. Krensky, Mr. Enrique Javier Beltranena Mejicano, Mr.
William A. Franke and Mr. Marco
Andrés Baldocchi Kriete as members of the Board of Directors of the
Company.
(iv) It was resolved to ratify Mr. José Carlos Silva
Sánchez-Gavito as alternate member for Mr. John Slowik, Mr. José Luis Fernández Fernández
and Mr. Joaquín Alberto Palomo Déneke, indistinctly, and Mr.
Eugenio Macouzet de León as alternate member for Ricardo Maldonado
Yañez, and it was acknowledged and ratified that they also continue
to qualify as independent in terms of the established in Article 26
of the Securities Market Law.
(v) It was resolved to ratify Mr. Andrew Broderick as alternate member for Mr.
William A. Franke and Mr.
Brian H. Franke, indistinctly, and
Mr. Rodrigo Antonio Escobar
Nottebohm as alternate member for Mr. Marco Andrés Baldocchi
Kriete.
(vi) It was resolved to ratify Mr. Jaime Esteban Pous
Fernández as Secretary of the Board of Directors of the Company,
without being a member thereof.
(vii) It was resolved to ratify Ms. Isela Cervantes
Rodríguez as Pro-Secretary of the Board of Directors of the
Company, without being a member thereof.
(viii) It was approved to ratify Mr. Enrique Javier Beltranena Mejicano as Executive
President and Chief Executive Officer of the Company.
(ix) It was resolved to ratify Mr. José Luis Fernández
Fernández as Chairman and Mr. John
Slowik and Mr. Joaquín Alberto Palomo Déneke as members of
the Audit and Corporate Practices Committee.
(x) It was resolved to ratify Mr. José Carlos Silva
Sánchez-Gavito, as alternate member of the Audit and Corporate
Practices Committee.
(xi) It was resolved to ratify Mr. Jaime Esteban Pous
Fernández as Secretary of the Audit and Corporate Practices
Committee, without being a member of such Committee.
(xii) It was resolved to ratify Ms. Isela Cervantes Rodriguez as Pro-Secretary of
the Audit and Corporate Practices Committee, without being a member
of such Committee.
(xiii) It was resolved to ratify Mr. Marco Baldocchi Kriete as Chairman of the
Compensations and Nominations Committee of the Company.
(xiv) It was resolved to ratify Mr. Rodrigo Antonio Escobar Nottebohm as alternate
member of Mr. Marco Baldocchi
Kriete.
(xv) It was resolved to ratify Mr. Harry F. Krensky, Mr. Enrique Javier Beltranena Mejicano and Mr.
Brian H. Franke as members of the
Compensations and Nominations Committee.
(xvi) It was resolved to ratify Mr. Ricardo Maldonado Yáñez
and Mr. Eugenio Macouzet de León, as Secretary and Pro-Secretary of
the Compensations and Nominations Committee, respectively, both
without being members of such Committee.
(xvii) It was resolved that in connection with the
performance of its duties, the Company undertakes to hold harmless
the members of its Board of Directors, the Secretary and the
Pro-Secretary, the members and the Secretaries and Pro-Secretaries
of the Compensations and Nominations Committee and of the Audit and
Corporate Practices Committee, the Executive President and Chief
Executive Officer of the Company, its executives and officers, in
connection with any claim, lawsuit, process or investigation
initiated in the United Mexican States (Mexico) or abroad, including any of the
countries in which the Company's shares are registered or listed,
other securities issued based on such shares or other fixed or
variable income securities or securities representing any kind of
debt issued by the Company itself, in which such persons may be
parties in their capacity as members of the Board of Directors of
the Company, the Secretary and Pro-Secretary, the members and the
Secretaries and Pro-Secretaries of the Compensations and
Nominations Committee and of the Audit and Corporate Practices
Committee, the Chief Executive Officer and Chief Executive Officer
of the Company, their executives or officers, respectively,
including the payment of any damages or losses that may have been
caused and the amounts necessary to reach, if deemed appropriate, a
settlement, as well as the totality of the fees and expenses of the
attorneys and other advisors hired to protect the interests of such
persons in the aforementioned cases, in the understanding that the
Board itself is empowered to determine in the aforementioned cases,
if it deems convenient to hire the services of attorneys and other
advisors other than those who are advising the Company in the
corresponding case.
V. Appointment and/or ratification of the chairman of the
Audit and Corporate Practices Committee.
It was approved to ratify Mr. José Luis Fernández Fernández as
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.
It was resolved to approve the payment of fees to the Chairman
of the Board of Directors, the independent directors, the other
Members and Alternates and the Secretary of the Board of Directors,
the members of the Audit and Corporate Practices Committee, the
members of the Compensations and Nominations Committee and the
members of any other working group that may be constituted to
assist in the activities and functions of the Board of Directors
retroactively as of January 2021,
compensating the remainder not yet paid, and during the twelve
months following the date hereof, for each meeting of the Board of
Directors and/or the Audit and Corporate Practices Committee and/or
the Compensations and Nominations Committee attended, as
follows:
(i) Chairman of the Board of Directors: Fixed annual
payment of USD$150,000.00 (one
hundred thousand and fifty dollars
00/100 legal currency of the United
States of America) and USD$2,500.00 (two thousand and five hundred dollars 00/100 legal currency of
the United States of America) for
every meeting attended in person or remotely.
(ii) Non-independent members of the Board of Directors:
(other than the chairman): Fixed annual payment of USD$50,000.00 (fifty
thousand dollars 00/100 legal currency of the United States of America), as well as
USD$2,500.00 (two thousand and
five hundred dollars 00/100 legal
currency of the United States of
America) for every meeting attended in person, or
USD$500.00 (five hundred dollars 00/100 legal currency of
the United States of America) if
attended remotely.
(iii) Independent members of the Board of Directors (other
than the chairman): Fixed annual payment of USD$50,000.00 (fifty
thousand dollars 00/100 legal currency of the United States of America), as well as
USD$2,500.00 (two thousand and
five hundred dollars 00/100 legal
currency of the United States of
America) for every meeting attended in person, or
USD$500.00 (five hundred dollars 00/100 legal currency of
the United States of America) if
attended remotely, as well as any other rights granted to them in
terms of the shares plan they belong to.
(iv) Secretary of the Board of Directors: Fixed annual
payment of USD$25,000.00
(twenty-five thousand dollars 00/100
legal currency of the United States of
America), as well as USD$2,500.00 (two thousand and five hundred dollars 00/100 legal currency of
the United States of America) for
every meeting attended in person, or USD$500.00 (five hundred
dollars 00/100 legal currency of the United States of America) if attended
remotely.
(v) Members of the Audit and Corporate Practices Committee:
Fixed annual payment of USD$10,000.00
(ten thousand dollars 00/100 legal
currency of the United States of
America), as well as USD$2,500.00 (two thousand and five hundred dollars 00/100 legal currency of
the United States of America) for
every meeting attended in person, or USD$500.00 (five hundred
dollars 00/100 legal currency of the United States of America) if attended
remotely.
(vi) Secretary of the Audit and Corporate Practices
Committee: USD$1,000.00 (one thousand dollars 00/100 legal currency of
the United States of America) for
every meeting attended in person, or USD$500.00 (five hundred
dollars 00/100 legal currency of the United States of America) if attended
remotely.
(vii) Members of the Compensations and Nominations
Committee: USD$1,000.00 (one thousand dollars 00/100 legal currency of
the United States of America) for
every meeting attended in person, or USD$500.00 (five hundred
dollars 00/100 legal currency of the United States of America) if attended
remotely.
(viii) Secretary of the Compensations and Nominations
Committee: USD$1,000.00 (one thousand dollars 00/100 legal currency of
the United States of America) for
every meeting attended in person, or USD$500.00 (five hundred
dollars 00/100 legal currency of the United States of America) if attended
remotely.
(ix) Members of any other working group that may be
constituted to assist in the activities and functions of the Board
of Directors: USD$1,000.00
(one thousand dollars 00/100 legal
currency of the United States of
America) for every meeting attended in person, or
USD$500.00 (five hundred dollars 00/100 legal currency of
the United States of America) if
attended remotely.
Likewise, it was approved that during the time that the health
emergency declaration remains in effect due to force majeure
generated by the COVID-19 (Coronavirus), declared a pandemic by the
World Health Organization, and in order to duly comply with health
protocols and safe distance measures, the attendance of board
members, members of committees, working groups and secretaries to
meetings by telephone or other remote means, shall be considered as
in person attendance for the purposes of payment of the
compensation approved in this resolution.
It was approved that the aforementioned persons and their
alternates be reimbursed for the expenses incurred to attend and
participate in the meetings of the Board of Directors and
Committees, in accordance with the Company's policies. It is
understood that the alternate members of any of the aforementioned
corporate bodies and the pro-secretary shall receive the
compensation for attending the meetings that would correspond to
the member and secretary, only when the latter do not attend and
therefore, the alternate member or pro-secretary precisely
alternates the member or secretary, respectively.
Likewise, the extension of up to five years of the term provided
for the payment of the price of the shares granted to the
independent members of the Board of Directors, in connection with
the shares plan of which they are part of, and under the share
purchase and sale agreements with ownership retention, entered into
annually between the independent members of the Board of Directors
and CIBanco, S.A., Institución de Banca Múltiple, in its capacity
as trustee of the trust agreement CIB/3081, with the appearance of
the Company, was also approved.
VII. Appointment of delegates who will carry out and
formalize the resolutions adopted by this meeting.
The delegates of the meeting were appointed to appear,
indistinctly, before any notary public of their choice to formalize
all or part of the meeting minutes, to arrange, if applicable, the
registration, by themselves or through the person they designate,
of the corresponding instrument in the Public Registry of Commerce
of Mexico City and to carry out
all acts necessary to comply with the resolutions adopted by the
meeting; being expressly authorized to issue the necessary
certificates of all or part of these minute.
Delegates of the meeting were appointed to indistinctly
subscribe and file all kinds of certificates and documents and take
all kinds of actions before the National Banking and Securities
Commission, the Mexican Stock Exchange, the S. D. Indeval
Institución para el Depósito de Valores, S.A. de C.V.
(Securities Deposit Institution), and any national or
foreign authority, as well as any other public or private company
or institution, in connection with the resolutions approved by this
meeting.
About Volaris:
*("Volaris" or the "Company")
(NYSE: VLRS and BMV: VOLAR), is an ultra-low-cost carrier (ULCC),
with point-to-point operations, serving Mexico, the United
States and Central America.
Volaris offers low base fares to build its market, providing
quality service and extensive customer choice. Since beginning
operations in March 2006, Volaris has
increased its routes from five to 170 and its fleet from four to 87
aircraft. Volaris offers more than 410 daily flight segments on
routes that connect 43 cities in Mexico and 25 cities in the United States with one of the youngest
fleet in The Americas. Volaris targets passengers who are visiting
friends and relatives, cost-conscious business and leisure
travelers in Mexico and in
selected destinations in the United
States and Central America.
Volaris has received the ESR Award for Social Corporate
Responsibility for eleven consecutive years. For more information,
please visit: www.volaris.com.
Investor relations contact: Maria Elena Rodríguez/
Investor Relations / ir@volaris.com / +52 55 5261 6444
Media contact: Gabriela Fernández / volaris@gcya.mx / +52 55
5246 0100
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SOURCE Volaris