Relevant Event

Mexico City, September 15, 2020.- Following the Relevant Event issued by the Company on April 8 2019, in connection with: (i) the termination of the Engineering, Procurement and Construction Contract of  the High Specifications Toll-Road Atizapán – Atlacomulco, in the State of Mexico (the “AT-AT Toll-Road”); (ii) the construction works of the AT-AT Toll-Road in terms of the Concession Title; and (iii) the communications held with the Ministry of Communications and Transportation (“SCT”) for the continuity of the foregoing construction works, Aleatica informs the market that:

Today, Concesionaria AT-AT, S.A. de C.V. (“AT-AT”), a subsidiary of Aleatica, has executed a new Engineering, Procurement and Construction Contract for the AT-AT Toll-Road (the “EPC Contract”) with the construction company Latina México, S.A. de C.V. (“Latina México”).

Latina México is also a subsidiary company of Aleatica with construction experience, that has been approved as contractor by SCT in accordance with the provisions of the Concession Title, and will perform the execution of the works of the AT-AT Toll Road in accordance with the construction program authorized by the SCT.

With the execution of the EPC Contract, AT-AT will continue with the construction works of the AT-AT Toll Road, through Latina Mexico, and those additional subcontractors participating in the project.

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Relevant Event

Mexico City, August 6, 2020.- Following-up on the relevant event published on July 31, 2020 regarding the execution of the Seventh Amendment (the “Seventh Amendment”) to the concession title for the construction, management, operation, conservation and maintenance of the Eastern Beltway of the State of Mexico, dated February 25, 2003 (the “Concession Title”), granted by the Ministry of Communications of the State of Mexico (the “Ministry”) in favor of Concesionaria Mexiquense, S.A. de C.V. (the “Concessionaire”), a subsidiary of Aleatica, S.A.B. de C.V. (the “Company” or “Aleatica”), the Company informs the following:

As reported in the relevant event of July 31, 2020 and in line with the transparency policies implemented by the Company and the Concessionaire in collaboration with the authorities of the State of Mexico, the original document of the Seventh Amendment will be published, within the following days, in the website: www.transparencia-aleatica.com.mx. With this action, the Company is significantly surpassing the applicable legal transparency requirements and market standards. In addition to the foregoing, below is a summary of the amendments made to the Concession Title as a result of the Seventh Amendment.

Additionally, in consideration of the request made by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) to disclose certain additional information regarding the implications of the Seventh Amendment, the Company, informs the following:

  1. Amount of the total investment pending to be recovered: As a result of the Seventh Amendment, the balance of the total investment pending to be recovered by the Concessionaire as of July 1, 2020 was acknowledged, that is the amount of $52’652,644,795.57 (fifty-two billion six hundred fifty-two million six hundred forty-four thousand seven hundred ninety-five pesos 57/100 M.N.). As of the date of execution of the Seventh Amendment, such amount serves as the basis for calculating and including the amount of the investments that have been or will be undertaken by the Concessionaire, pursuant to the methodology and procedure for the acknowledgement of the investment pending to be recovered included in the Seventh Amendment.

 

  1. Changes in accounting criteria and policies: The Seventh Amendment did not result in any changes to the accounting criteria and policies that have been disclosed in the annual and quarterly Financial Statements submitted by the Concessionaire and the Company.

 

  1. Changes on the Company’s financial situation: The Seventh Amendment does not have an impact on the financial situation of the Concessionaire or the Company. Subject to final review by the External Auditor, as a result of the Seventh Amendment, and in particular the update on the toll-fee regime, the Concessionaire estimates to carry out a reduction of the amount recorded in the concept Deficit in Charge of the Grantor in the Total Investment in Concession and an increase in the concept Portion of Intangible Assets.

 

  1. Summary of amendments to the Concession Title: Attached as a Sole Exhibit to this relevant event is the executive summary of the amendments that were made to the Concession Title as a result of the Seventh Amendment.

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Relevant Event

Mexico City, July 31, 2020.- In relation to the Concession Title for the construction, exploitation, operation, conservation and maintenance of the Eastern Highway System of the State of Mexico, dated February 25, 2003 (the “Concession Title”), granted by the Ministry of Communications of the State of Mexico (the “Ministry”) in favor of Concesionaria Mexiquense, S.A. de C.V. (“Conmex” or the “Concessionaire”), a subsidiary of Aleatica, S.A.B. de C.V. (“Aleatica” or the “Company”), Aleatica informs the market that, on this date, Conmex and the Ministry, with the participation of the Sistema de Autopistas, Aeropuertos, Servicios Conexos y Auxiliares del Estado de México (“SAASCAEM”) entered into the Seventh Amendment to the Concession Title (the “Seventh Amendment”).

The Seventh Amendment modernizes the Concession Title, and establishes new standards in terms of safety, quality of service for users and sustainability, based on the current operating conditions and the level of maturity of the project.

In line with the transparency policies implemented by the Company in collaboration with the authorities of the State of Mexico, the original document of the Seventh Amendment will be published within the following days, in the website: www.transparencia-aleatica.com.mx.  With this action, the Company is significantly surpassing the applicable legal transparency requirements and market standards.

Specifically, the main modifications to the Concession Title agreed under the Seventh Amendment include the following:

  1. Investment recognition and tariff regime: The Ministry, SAASCAEM and Conmex, with the assistance of external accounting advisors, determined the amount of the total investment pending to be recovered by the Concessionaire as of July 1st, 2020. The new financial terms allow the investment to be recovered in the terms set forth in the Concession Title.

The Ministry and Conmex agreed on an update to the tariff regime provided in the Concession Title. Under the new tariff regime, the parties agreed to reduce the increases in real terms to the tariffs on light vehicles in full support of the household economy of the users of the Concession. In addition, a new balance between tariffs of light and heavy vehicles was agreed upon, providing for increases in respect of heavy vehicles to account for the increased maintenance activities to comply with the new performance standards and the additional investments required in the toll-road.

  1. Performance standards and improvement of infrastructure: New performance standards were agreed upon to provide greater safety and improved customer service, greater care of the environment and improved conditions for the communities that the Concessionaire serves. These criteria represent updated physical and maintenance conditions for the operation of the toll-road and the conditions for the provision of associated and platform services, bringing the conditions in line with international best practices and standards and providing objective criteria for its evaluation.

Likewise, as part of the improvement of the toll-road, additional investments and approved construction works by the Concessionaire were agreed for the benefit of the users and communities of the Concession. The execution of such works is subject to obtaining any necessary authorizations and third-party consents.

The modifications included in the Seventh Amendment will allow Conmex to continue the operation of the project in modernized conditions, to maintain the service to its long-term financing structure and to carry out all necessary actions to meet the increasing demand of cargo and passenger transportation in the toll-road, which will allow the Company to consider the potential enhancement of roads/airport connections.

In line with Aleatica’s commitment to the communities surrounding the toll-road, Aleatica’s multi-year sustainability program will be reinforced.

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Relevant Event

Mexico City, Mexico July 15, 2020.- Aleatica S.A.B. de C.V. (the “Company” or “Aleatica in Mexico”) informs the market that its Board of Directors has appointed Ruben López Barrera as its new CEO, effective August 3, 2020.  The appointment follows the acceptance of the resignation tendered by Mr. Sergio Hidalgo Monroy Portillo as its CEO and member of the Board of Directors, effective July 31st, 2020.

Mr. López has over 20 years of experience in the infrastructure and concessions industry. His prior experience includes a successful career at Grupo ICA in Mexico, where he held several senior roles that allowed him to develop a broad set of experiences that will be critical for his position at Aleatica in Mexico.  Previously, Mr. López served as the CEO of the OMA (Grupo Aeroportuario del Centro Norte).

Regarding Mr. Lopez’s appointment, Mr. Daley, the CEO of Aleatica SAU (“Aleatica”) and chairman of the Company’s Board of Directors, stated that “Ruben has the right experience and a clear alignment with Aleatica’s strategy going forward.  His leadership will be instrumental in progressing the transformation of the company into a pure operator of infrastructure assets, with a genuine focus on exceeding the expectations of our customers, while conducting business in a sustainable and transparent manner”.

Regarding Mr. Hidalgo’s tenure at the company, Mr. Daley commented: “Since IFM Investors acquired Aleatica as a global infrastructure concessions platform, becoming the controlling shareholder of Aleatica in Mexico, Sergio has played an important role and implemented changes to transition the Company to a standalone, pure infrastructure concessions platform. We are thankful for his contributions.”

During the last two years, Aleatica has adopted five pillars as its corporate priorities: safety, sustainability, excellence in service, corporate integrity (through transparency and robust corporate governance) and caring for its world-class team. In Mexico, the Company has made significant progress in each of these five pillars by developing multidisciplinary programs with robust accountability mechanisms. The Company and its programs across different assets have been recently recognized as best in class by reputable organizations in several categories, including safety and corporate integrity.

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Relevant Event

Mexico City, Mexico, June 29, 2020.- Aleatica, S.A.B. de C.V. (“Aleatica” or the “Company”) informs the market that, as part of its General Annual Ordinary Shareholders’ Meeting held today, the shareholders of the Company, among others: (i) did not ratify Mr. Alberto Felipe Mulás Alonso as an independent member of the Board of Directors and as a member of the Corporate Practices Committee of the Company, as per his request and due to the motives explained therein, such being, personal circumstances and projects; , and (ii) appointed Mr. Francisco Javier Soní Ocampo, as a member of the Corporate Practices Committee of the Company. Mr. Francisco Javier Soní Ocampo has served as an independent member of the Board of Directors since April 26, 2018 and as a member of its Audit Committee since July 9, 2018, and will continue serving in these positions and, as a result of the appointment described herein, as a member of the Corporate Practices Committee of the Company.

In view of the foregoing, the Board of Directors of the Company, the Corporate Practices Committee, and the Audit Committee, will be comprised as follows.

Board of Directors

  • Kenneth Frederick Daley, chairman.
  • Sergio Hidalgo Monroy Portillo, member.
  • Gabriel Núñez García, member.
  • José Guillermo Kareh Aarun, independent member.
  • Antonio Hugo Franck Cabrera, independent member.
  • Francisco Javier Soní Ocampo, independent member.
  • Carlos Cárdenas Guzmán, independent member.
  • Luis Miguel Vilatela Riba, independent member.

Corporate Practices Committee

  • José Guillermo Kareh Aarun, president.
  • Francisco Javier Soní Ocampo, member.
  • Antonio Hugo Franck Cabrera, member.

Audit Committee 

  • Francisco Javier Soní Ocampo, president.
  • Carlos Cárdenas Guzmán, member.
  • Luis Miguel Vilatela Riba, member.

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Relevant Event

Mexico City, June 11, 2020.- Aleatica, S.A.B. de C.V. (“Aleatica” or the “Company”) informs the market that its annual general ordinary and extraordinary meeting (the “Meeting”) called for today could not be installed and held due to lack of quorum for its installation in terms of its bylaws and applicable law.

The Secretary non-member of the Board of Directors of the Company will promptly call for a new annual general ordinary meeting and a new extraordinary meeting.

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Relevant Event

Mexico City, June 10, 2020.- In connection with: (i) the relevant event issued by Aleatica on August 14, 2019 (the “ER of August 14”); the news article published on June 8, 2020 in “El Economista”; and (iii) the communication received today from the National Banking and Securities Commission requesting to evaluate the need of updating the public information on the matter; Aleatica informs the market that, today, it held an informal communication with Grupo Aeroportuario de la Ciudad de México, S.A. de C.V. (“GACM”) in which GACM confirmed its interest to continue with the negotiation process for a possible acquisition (the “Potential Transaction”) of the shares owned by Administradora de Acciones de Toluca, S.A. de C.V.’s (“AAToluca”), representative of 49% of the capital stock of Administradora Mexiquense del Aeropuerto Internacional de Toluca, S.A. de C.V. (“AMAIT”) , and informed that such process will suffer delays due to the difficulties posted by the existing COVID-19 contingency.

As it was informed in the ER of August 14, the Potential Transaction is subject, among others, to the negotiation, execution and implementation of the necessary definitive documents to carry out the Potential Transaction, including the corresponding acquisition agreement.

Likewise, the Potential Transaction is subject to the obtainment of the necessary corporate, governmental and third-party authorizations.

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Relevant Event

Mexico City, Mexico April 13, 2020.- Aleatica S.A.B. de C.V. (“Aleatica” or the “Company”) informs the market that Aleatica S.A.U. announced the appointment of Marco Antonio Padilla Mérigo as Chief Compliance and Risk Officer (CCRO), effective today. The appointment of Mr Padilla as CCRO of Aleatica was also made effective today by the Company in terms of its bylaws and Mexican applicable law.

This appointment, as explained in a press release earlier today, comes after the creation and consolidation of the Global Compliance and Risk division of Aleatica in 2018, as a result of the efforts led by IFM Investors to enhance corporate governance, transparency, and compliance within Aleatica.

Mr. Padilla will lead the global Compliance and Risk division of Aleatica, which was created in 2018 as a result of the efforts led by its controlling shareholder IFM Investors to enhance corporate governance, transparency, and compliance within Aleatica. Mr. Padilla’s appointment seeks to deepen and strengthen the ongoing efforts to consolidate the company as best-in-class in terms of corporate integrity.

Mr. Padilla will be based in Mexico City, which will enable a greater focus on the compliance and risk aspects of Aleatica’s Latin America businesses.

Further, Aleatica S.A.U. commented on Mr. Padilla Merigo’s extensive experience in the compliance and ethics space.

Mr. Padilla has an extensive corporate track record in international compliance and ethics. He occupied different positions during a decade-long tenure at Weatherford International Ltd., including Senior Counsel & Ethics and Compliance Global Director. Under this capacity, he oversaw ethics and compliance teams in multiple geographies and was responsible for implementing compliance and corporate governance programs according to international best practices.

 Mr. Padilla is a regular speaker and panelist at national and international compliance events. He also has significant experience within private practice and as an in-house lawyer for leading organizations.

Aleatica S.A.B. de C.V. remains committed to strengthening governance, transparency and corporate integrity through the adoption of international best practices, through continued focus on its five strategic pillars: safety, sustainability, customer service, transparency / governance and team.

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Relevant Event

Mexico City, April 2, 2020.- Aleatica, S.A.B. de C.V. (“Aleatica” or the “Company”) informs that, today, its subsidiary, Autopista Urbana Norte, S.A. de C.V., carried out the prepayment of the entirety of the loans granted by certain financial entities during the construction phase of the project.

The prepayment of such loans was carried out mainly with the resources derived from a new loan agreement executed by AUN with various financial entities for an amount of up to MXN$7,050,000,000.00 (seven thousand fifty million Pesos 00/100 M.N.) (“Loan Agreement”).

As it is common in this type of infrastructure projects, the Loan Agreement is secured, among other things, by (a) the toll collection rights and (b) the shares representative of the capital stock of AUN.

This new loan allows adjusting the financing profile to the current level of development of AUN.

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Relevant Event

Mexico City, March 23, 2020.- Aleatica, S.A.B. de C.V. (“Aleatica” or the “Company”) informs that, in relation to the unusual movements that took place today in the trading of the shares identified by the ticker symbol ALEATIC, occur in a context of notorious volatility in different macroeconomic variables and stock market indicators. Outside of this context, the Company is not aware of any specific causes that could give rise to particular movements in Aleatica’s listing value.

With the information known to the Company at this moment, and once the procedure to acquire information has been completed according to article 53 of the General provisions applicable to issuers of securities and to other participants in the securities market, it is not to its knowledge that the members of the board of directors, relevant executives or its repurchase fund have participated in such movements. In the event that, after making a more exhaustive review, additional information in this regard is identified, it will be disclosed no later than the next immediate business day following this relevant event, by these same means and in accordance with the regulatory framework.

This clarification is made to the request of the Mexican Stock Exchange, pursuant to the provisions set forth in article 106 of the Mexican Securities Law, and article 50, last paragraph, of the General provisions applicable to issuers of securities and to other participants in the securities market.

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