MEXICO
CITY, April 27, 2022 /PRNewswire/ -- Volaris*
(NYSE: VLRS and BMV: VOLAR), announces the resolutions of the
general ordinary annual shareholders meeting held on April 26, 2022.
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.
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 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.
For further information, please contact:
Investor Relations Contact:
Félix Martínez /
Naara Cortés Gallardo / ir@volaris.com
Media Contact:
Gabriela Fernández /
gabriela.fernandez@volaris.com
Controladora Vuela Compañía de Aviación,
S.A.B. de C.V. (the "Company")
Summary of the Resolutions Adopted by the
Annual General Ordinary Shareholders' Meeting held on April 26, 2022.
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, 2021 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, 2021, which show a net profit of
MXN$2,120,551,000.00 (two billion one hundred twenty million
five hundred fifty-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 Deputy
Secretary and by the officers of the Company in the performance of
their duties during fiscal year ended December 31, 2021 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, 2021.
It was resolved that the net profits of the
Company and subsidiaries obtained for the fiscal year ended
December 31, 2021, which amount to
MXN$2,120,551,000.00 (two billion one hundred twenty million
five hundred fifty-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 2022 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, Deputy Secretary and principal officers of the
Company.
-
- It was resolved to ratify Mr. Brian H.
Franke as Chairman and member of the Board of Directors of
the Company.
- 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.
- 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.
- It was resolved to ratify Mr. José Carlos Silva Sánchez-Gavito
as substitute member for Mr. John
Slowik, Mr. José Luis Fernández Fernández and Mr. Joaquín
Alberto Palomo Déneke, indistinctly, and Mr. Eugenio Macouzet de
León as substitute 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.
- It was resolved to ratify Mr. Andrew
Broderick as substitute member for Mr. William A. Franke and Mr. Brian H. Franke, indistinctly, and Mr.
Rodrigo Antonio Escobar Nottebohm as
substitute member for Mr. Marco Andrés Baldocchi Kriete.
- It was resolved to accept the resignation of Mr. Jaime Esteban
Pous Fernández as Secretary of the Board of Directors of the
Company, without being a member thereof, which was submitted on
April 26, 2022.
It was resolved to ratify all acts carried out in the performance
of his duties as Secretary of the Board of Directors, irrevocably
and unconditionally releasing him from any liability he may have
incurred in the legal performance of his duties, granting him the
fullest severance payment that may be required by law, and also
releasing him from any obligation or liability to the Company, and
the Company undertakes to hold him harmless and indemnify him for
any liability incurred in the legal performance of his duties.
Likewise, it was resolved that the Company does not reserve any
claim or action, whether civil, commercial or of any nature,
present or future, against him, derived from the legal performance
of his duties in the Company.
- It was resolved to appoint Mr. José Alejandro de Iturbide
Gutiérrez as Secretary of the Board of Directors of the Company,
without being a member thereof.
- It was resolved to ratify Ms. Isela Cervantes Rodríguez as
Deputy Secretary of the Board of Directors of the Company,
without being a member thereof.
- It was approved to ratify Mr. Enrique
Javier Beltranena Mejicano as Executive President and Chief
Executive Officer of the Company.
- 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.
- It was resolved to ratify Mr. José Carlos Silva Sánchez-Gavito,
as substitute member of the Audit and Corporate Practices
Committee.
- It was resolved to accept the resignation of Mr. Jaime Esteban
Pous Fernández as Secretary of the Audit and Corporate Practices
Committee, without being a member thereof, which was submitted on
April 26, 2022.
It was resolved to ratify all acts carried out in the performance
of his duties as Secretary of the Audit and Corporate Practices
Committee, irrevocably and unconditionally releasing him from any
liability he may have incurred in the legal performance of his
duties, granting him the fullest severance payment that may be
required by law, and also releasing him from any obligation or
liability to the Company, and the Company undertakes to hold him
harmless and indemnify him for any liability incurred in the legal
performance of his duties. Likewise, it was resolved that the
Company does not reserve any claim or action, whether civil,
commercial or of any nature, present or future, against him,
derived from the legal performance of his duties in the
Company.
- It was resolved to appoint Mr. José Alejandro de Iturbide
Gutiérrez as Secretary of the Audit and Corporate Practices
Committee, without being a member thereof.
- It was resolved to accept the resignation of Ms. Isela Cervantes Rodriguez as Deputy
Secretary of the Audit and Corporate Practices Committee, without
being a member thereof, which was submitted on April 26, 2022.
It was resolved to ratify all acts carried out in the performance
of her duties as Deputy Secretary of the Audit and Corporate
Practices Committee, irrevocably and unconditionally releasing her
from any liability he may have incurred in the legal performance of
her duties, granting her the fullest severance payment that may be
required by law, and also releasing her from any obligation or
liability to the Company, and the Company undertakes to hold her
harmless and indemnify her for any liability incurred in the legal
performance of her duties. Likewise, it was resolved that the
Company does not reserve any claim or action, whether civil,
commercial or of any nature, present or future, against her,
derived from the legal performance of her duties in the
Company.
- It was resolved to appoint Miss. Blanca Nora García Leal as
Deputy Secretary of the Audit and Corporate Practices Committee,
without being a member of thereof.
- It was resolved to ratify Mr. Marco
Baldocchi Kriete as Chairman of the Compensations and
Nominations Committee of the Company.
- It was resolved to ratify Mr. Rodrigo
Antonio Escobar Nottebohm as substitute member of Mr.
Marco Baldocchi Kriete.
- It was resolved to ratify Mr. Harry F.
Krensky and Mr. Brian H.
Franke as members of the Compensations and Nominations
Committee.
- It was resolved to ratify Mr. Ricardo Maldonado Yáñez and Mr.
Eugenio Macouzet de León, as Secretary and Deputy Secretary of the
Compensations and Nominations Committee, respectively, both without
being members of thereof.
- It was resolved to appoint Mr. Enrique
Javier Beltranena Mejicano as member of the Compensations
and Nominations Committee, which was submitted on April 26, 2022.
It was resolved to ratify all acts carried out in the performance
of his duties as member of the Compensations and Nominations
Committee, irrevocably and unconditionally releasing him from any
liability he may have incurred in the legal performance of his
duties, granting him the fullest severance payment that may be
required by law, and also releasing him from any obligation or
liability to the Company, and the Company undertakes to hold him
harmless and indemnify him for any liability incurred in the legal
performance of his duties. Likewise, it was resolved that the
Company does not reserve any claim or action, whether civil,
commercial or of any nature, present or future, against him,
derived from the legal performance of his duties in the
Company.
- It was resolved that the Board of Directors determines the
removal, ratification or appointment of the Secretary and/or Deputy
Secretary of the Board of Directors, and/or members of the Audit
and Corporate Practices Committee, other than the Chairman of such
Committee, and/or the Compensations and Nominations Committee
and/or any committee that, from time to time, may be incorporated
to assist the Board of Directors in the performance of its
activities. For purposes of the foregoing, the Meeting granted and
conferred upon the Board of Directors all powers and faculties
necessary according to law, in connection with the foregoing.
- 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 Deputy Secretary, the
members and the Secretaries and Deputy 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 Deputy Secretary, the members and
the Secretaries and Deputy 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 of the Company.
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 of the
Company.
It was resolved to approve the
payment of fees to the Chairman of the Board of Directors, the
independent directors, the other Members and Substitutes 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, 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:
-
- 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.
- 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.
- Independent members of the Board of Directors: 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
substitutes 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 substitute members of any of the aforementioned
corporate bodies and the Deputy 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 substitute member or Deputy Secretary precisely
substitutes the member or Secretary, respectively.
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.
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SOURCE Volaris