Grupo Aeromexico, S.A.B. de C.V. Unsponsored ADR (AERO) Risk Analysis

Ongoing designation rights are governed by the LMV and our bylaws. Pursuant to the LMV, and as reflected in our bylaws, for each 10% of our shares held by a shareholder, such shareholder has the right to designate one director to our board. In addition, pursuant to our bylaws, we may grant the right to appoint members to our board to certain strategic partners that hold at least 2.5% of our shares. In accordance with the procedures under our bylaws, each of (i) Delta and (ii) the Apollo shareholder hold more than 10% of our shares and, so long as they continue to hold 10% or more of our shares respectively, they will continue to have the right to designate one director each. In addition, Delta is our strategic partner and has an ongoing right to designate two directors to our board for as long as it continues to have this status. Notwithstanding these designation rights, the majority of our board of directors must be appointed by our Mexican investors. See "Item 6. Directors, Senior Management and Employees-C. Board Practices-Composition of the Board of Directors" and "Item 6. Directors, Senior Management and Employees-A. Directors and Senior Management-Arrangements or Understandings." As a result of these appointment rights, Delta and the Apollo shareholder will be able to influence the composition of our board of directors and our management, business plans and policies, including the appointment and removal of our officers. The interests of these shareholders may not coincide with your interests, and their director designees may make decisions you disagree with.

The deposit agreement governing the ADSs representing our shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to the shares, the ADSs or the deposit agreement, including, without limitation, any suit, action, claim or proceeding under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual predispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waive the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement. If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary, lead to increased costs to bring a claim, limited access to information and other imbalances of resources between such holder and us, or limit such holder's ability to bring a claim in a judicial forum that such holder finds favorable. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs shall relieve us or the depositary from our respective obligations to comply with the Securities Act and the Exchange Act nor serve as a waiver by any holder or beneficial owner of ADSs of compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Our bylaws establish that any controversy related to the interpretation of, or compliance with our bylaws must be subject to the exclusive jurisdiction of Mexico City courts. This exclusive jurisdiction may limit our shareholders' ability to bring a claim against us in a jurisdiction that they consider favorable to them in disputes with us. In addition, it may be costlier for shareholders to present claims in the courts located in Mexico City, Mexico, which could discourage such claims. Nevertheless, our shareholders will not be deemed to have waived their rights related to our compliance with U.S. federal securities laws and the rules and regulations thereunder applicable to FPIs. If a court were to find the exclusive jurisdiction in our bylaws to be inapplicable or unenforceable, we may incur additional costs associated with resolving such legal challenge in jurisdictions, other than Mexico City, Mexico, and we may be subject to damages and losses not currently anticipated, which could have an adverse negative effect on us. The exclusive jurisdiction provision would not prevent derivative shareholder actions based on claims arising under U.S. federal securities laws from being raised in a U.S. court and would not prevent a U.S. court from asserting jurisdiction over such claims. In addition, it is uncertain whether a U.S. court would enforce the exclusive jurisdiction in our bylaws in cases related to breach of fiduciary duty and other claims. The exclusive jurisdiction in our bylaws is not applicable to ADSs holders in their capacity as such. Under the deposit agreement, any legal suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement or the transactions contemplated thereby or by virtue of owning the ADSs may be instituted in any court that has jurisdiction to hear it, including any state or federal court in the State of New York.

Provisions of Mexican law and our bylaws may make it difficult and costly for a third party to pursue a tender offer or other takeover attempt resulting in a change of control. Our bylaws contain provisions that require board approval prior to any person or group of persons acquiring, in one or more transactions, directly or indirectly (which would include the acquisition of ADSs), 2.5% or more of our outstanding shares. In addition, the acquisition in one or more transactions of 2.5% of our outstanding shares, including the indirect acquisition through the purchase of shares or ADSs, by any of our competitors requires the prior approval of at least 75% of our board members and holders of two-thirds of our shares. In addition, under our bylaws and the Mexican Foreign Investment Law, although our shares may be acquired by non-Mexican investors, directly or through ADSs, (i) such shares (directly or through ADSs) may not represent more than 90% of our capital stock, (ii) votes cast by non-Mexican investors that exceed 49% of Mexican investor owned shares represented at the relevant shareholders' meeting will be recorded and deemed voted in the same manner as the votes of the majority of Mexican investors and, as a result, may not exercise control over us, (iii) at least 10% of our outstanding shares must be held by shareholders deemed as Mexican investors, and (iv) Mexican investors must effectively exercise control over us. ADS holders can exercise their right to vote by providing instructions to the depositary, but subject to the limitations referred to in (ii) above. Under our bylaws, the majority of our directors must be Mexican and appointed by our Mexican investors. Furthermore, any individual or group of individuals intending to acquire 30% or more of our outstanding shares (whether directly or indirectly, including by acquiring ADSs) would be required to make a tender offer, at the same price and subject to the same conditions, for 100% of our outstanding shares. In addition, pursuant to the Mexican Foreign Investment Law, Mexican investors are required to, at all times, control the company, which could prevent non-Mexican investors to acquire control over our company. Any acquisition of the shares (including ADSs) in contravention of the procedures described above will result in the purchaser not having corporate rights, including, but not limited to, voting rights and the right to appoint directors, in respect to the purchased shares or ADSs (but maintaining economic rights). No transfer in breach of these provisions will be acknowledged by the company or registered in our stock registry. These provisions could substantially impede the ability of a third party to control us and be detrimental to shareholders desiring to benefit from any change of control. For further information, see "Exhibit 2.1-Description of American Depositary Shares-Voting Rights-How do you vote?"

We are a Mexico-based company. Under Mexican law, the protections afforded to minority shareholders are different from those in the United States. In particular, the laws concerning duties of directors and executive officers, such as the duty of care and the duty of loyalty (the sole duties recognized under Mexican Law), have not been substantially developed or interpreted by Mexican courts and there are no available legal precedents to predict the outcome of any such action. Additionally, there are different procedural requirements for bringing shareholder lawsuits against Mexican public companies in connection with breach of duties, and such lawsuits may only be initiated as shareholders' derivative suits, i.e., for the benefit of the company and not of its shareholders directly, including not benefiting shareholders initiating the claim directly. As a result, in practice, it may be more difficult for our minority shareholders to enforce their rights against us, our directors, our executive officers or our controlling shareholders than it would be for shareholders of a U.S. company, and our shareholders will not benefit directly from actions against the company.

Following our emergence from bankruptcy, a substantial portion of our shares are being held by a limited number of holders. Some of our creditors who receive our shares in connection with the plan may sell the shares for any number of reasons. Other creditors may hold their shares for the holding period applicable to them under U.S. law and sell immediately after such holding period expires, which could result in further price volatility. If our existing shareholders, in particular our affiliates and significant shareholders, sell substantial amounts of the ADSs and our shares in the public market, or there is substantial trading in the ADSs or shares, hedging activities or perceived perception by the public market that any of these activities will occur, the market price of the ADSs and shares could decline. Sales of a substantial number of such ADSs or shares upon expiration of the lock-up period and market stand-off agreements, the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your ADSs at a time and price that you deem appropriate. In addition, sales of these ADSs or shares could impair our ability to raise capital, should we wish to do so. We cannot predict the timing or amount of future sales of the ADSs or shares by our shareholders, but such sales, or the perception that such sales could occur, may adversely affect prevailing market prices for the ADSs and the shares.

The market price for the ADS or our shares may be volatile and may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others: -   general and industry-specific economic conditions;-   changes in financial estimates or recommendations by securities analysts or failure to meet analysts performance expectations;-   the occurrence of health threats;-   new conflicts or the escalation of existing conflicts around the world;-   prices of jet fuel, which are dependent upon a number of different international events;-   new laws or regulations or new interpretations of existing laws and regulations, including tax guidelines, applicable to the airline industry and the ADSs or underlying shares;-   regulatory developments affecting us or our industry;-   general economic trends in the U.S., Latin American or global economies and financial markets, including those resulting from war, terrorist attacks or responses to such events;-   changes in earnings projections or in research reports about us or the Mexican airline industry;-   media and public speculation;-   changes in sovereign ratings or outlooks of Latin American countries, particularly Mexico, or changes in our ratings or outlook or those of other airlines;-   political conditions or developments in Mexico, the United States and elsewhere. -   additions or departures of key members of management; and -   any increased indebtedness we may incur in the future. These and other factors may lower the market price of the ADSs and our shares, regardless of our actual operating performance. In the event of a drop in the market price of the ADSs and our shares, you could lose a substantial part or all of your investment in the ADSs or our shares. In addition, the U.S. stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Shareholders may institute securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

The trading market for the ADSs and the underlying shares depends in part on the research and reports that securities or industry analysts publish about our business or us. If one or more of the analysts who cover us downgrade the ADSs or underlying shares or publish inaccurate or unfavorable research about our business, or research that sets a tone that affects the public's perception of our business, the market price of the ADSs or underlying shares could decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for the ADSs could decrease, which might cause the price and trading volume of the ADSs or shares to decline.

In order to maintain our current status as an FPI, either: -   more than 50% of the voting power of all of our outstanding classes of voting securities (on a combined basis) must be either directly or indirectly owned of record by non-residents of the United States; or -   (1) a majority of our executive officers or directors must not be U.S. citizens or residents; (2) more than 50% of our assets cannot be located in the United States; and (3) our business must be administered principally outside the United States. In June 2025, the SEC issued a concept release soliciting public comment on potential changes to the definition of an FPI, which, if eventually made into rule amendments after a formal rulemaking process, could significantly impact which foreign companies qualify for the more-relaxed U.S. reporting requirements afforded to FPIs. The revisions to the FPI definition that the SEC proposed for public comment include possibly updating existing eligibility criteria, adding foreign trading volume requirements and incorporating an assessment of foreign regulation. The public comment period for the concept release ended in September 2025, and as the SEC considers the comments, it is currently not known to what extent the SEC may make changes to the definition of the FPI rules, if any. If the SEC determines to move forward with possible changes to the FPI definition, it would be expected to propose rule amendments for additional public comment before any final rules go into effect. If we lose FPI status, as a result of changes in our ownership structure or operations, or as a result of changes in the definition of FPIs as a result of any eventual SEC rulemaking, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and NYSE rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we will incur as a foreign private issuer. As a foreign private issuer, we rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer's directors consist of independent directors. This may afford less protection to holders of ADSs. The NYSE rules require listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, we are permitted to follow and we do follow home country practice in lieu of the above requirements. For more information, see "Item 16G. Corporate Governance-Foreign Private Issuer Exemptions."

As an FPI, we may be subject to different disclosure and other requirements than domestic U.S. registrants. For example, as an FPI in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, or the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act. Our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions, and our principal shareholders are also exempt from the reporting provisions, in each case, contained in Section 16 of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules, which will permit us to follow Mexican legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. Furthermore, FPIs are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. FPIs are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to furnish reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Mexican law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with IFRS as issued by the IASB. We cannot predict if investors will find the ADSs less attractive because we will rely on these exemptions. If some investors find the ADSs less attractive as a result, there may be a less active and more volatile trading market for the ADSs.

The BMV is one of the largest exchanges in Latin America in terms of total market capitalization of the companies listed on it, but it has low liquidity and high volatility compared to other foreign stock markets. Although the public participates in the exchange of securities at the BMV, a significant part of the activity at the BMV is carried out by or on behalf of a limited number of large institutional investors and not retail investors. The volume of sale of securities issued by emerging market companies, such as Mexican companies, tends to be lower than the volume of sale of securities issued by companies in countries with more active or important securities markets, in terms of capitalization and number of participants. These market characteristics could limit the ability of a holder of the issuer's shares to sell its shares at the BMV and could also affect the market price and the liquidity of the shares.

Holders of the ADSs do not have the same rights as our shareholders and may only exercise the voting rights with respect to the underlying shares in accordance with the provisions of the deposit agreement. Holders of ADSs will not be able to attend to or to vote at shareholders' meetings, because the shares underlying the ADSs will be registered in the name of the depositary. While a holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs in accordance with the procedures provided for in the deposit agreement, a holder of ADSs will not be able to vote its shares directly at a shareholders' meeting or to appoint a proxy to do so. If you wish to vote directly the shares represented by your ADSs, you will be required to deliver your ADSs to the depositary for cancellation and withdraw the underlying shares. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders' meeting unless you withdraw your shares from the ADS program. We expect that the depositary will charge you a fee for both withdrawing and depositing shares. See "Exhibit 2.1-Description of American Depositary Shares" for additional information.

If we decide to offer additional shares (including shares represented by ADSs) or other securities convertible into shares in the future, including as consideration for any acquisitions, this could dilute the interests of existing holders of the shares and the ADSs and/or have an adverse impact on the market price of shares and ADSs, as could the public perception that such an offering may occur.

In connection with the COVID-19 pandemic and the Chapter 11 proceedings, we were able to negotiate agreements with our aircraft and engine lessors in 2020 to reduce lease rates and improve terms for the remainder of our fleet, resulting in significantly lower costs over the life of the leases. Because of low demand for air travel and the aviation market conditions during the COVID-19 pandemic, we were able to renegotiate favorable monthly fixed rates that will remain in effect until the expiration of the renegotiated lease agreements. All of our renegotiated lease agreements included a PBH period, which allowed us to temporarily adjust our rent payments according to the usage of the aircraft. The last of our PBH periods expired in December 2023. In addition, we renegotiated lower monthly fixed rental rates that came into effect upon the termination of the relevant PBH period. The renegotiated leases expire gradually through 2034. On average, the renegotiated monthly fixed lease rates for our leased fleet of aircraft are approximately 35% less per month than the original lease rates in place prior to the COVID-19 pandemic. However, now that the air travel market has recovered from the consequences of the COVID-19 pandemic, we do not expect to renew the renegotiated agreements on the same terms that we currently have in effect. Due to the termination of these modified lease agreements, we expect the costs related to these agreements to increase significantly. As a result of the foregoing, we expect that our costs relating to aircraft and airport facilities leases will increase significantly, which will have adverse effects on our business, financial condition and results of operations.