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[This document is an English translation provided for informational purposes only. In event of any discrepancy between this translated document and the Spanish original, the original should prevail.]

INFORMATION STATEMENT ON CORPORATE RESTRUCTURING

November 14, 2025

GRUPO AEROPORTUARIO DEL PACÍFICO, S.A.B. DE C.V.

Av. Mariano Otero 1249-B, Torre Pacífico, 6th Floor
Colonia Rinconada del Bosque, C.P. 44530, Guadalajara Jalisco, Mexico

Listed on: Bolsa Mexicana de Valores, S.A.B. de C.V. and the New York Stock Exchange

Ticker symbol on the BMV: “GAP B”
NYSE ticker symbol: “PAC”

Submitted in accordance with Article 104, Section IV of the Mexican Securities Market Law and Article 35 of the General Provisions Applicable to Securities Issuers and other Securities Market participants issued by the Mexican National Banking and Securities Commission. GAP is a foreign private issuer under the rules of the U.S. Securities and Exchange Commission and is therefore exempt from compliance with the proxy rules set forth in the U.S. Securities Exchange Act of 1934. This English version is provided for informational purposes only and has been prepared to comply with the disclosure obligations set forth in the U.S. Securities Exchange Act of 1934.

Summary of the Transaction

GAP has called an Ordinary and Extraordinary General Shareholders’ Meeting for December 11, 2025, to consider and approve the proposals described in this Information Statement, which are summarized below:

Business Combination

GAP’s management continuously evaluates strategic business and growth opportunities. For several years, management has explored various initiatives to advance GAP to the next level. GAP is now proposing to shareholders a comprehensive development, growth, and diversification plan called GAP 2.0. This plan seeks to benefit all of our shareholders and stakeholders by combining: (i) the technical assistance services and technology transfer that have been outsourced to our strategic partner Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (AMP) since GAP’s inception; and (ii) the Cross Border Xpress (CBX) project, which is a “landside” terminal located in San Diego, United States connected to a pedestrian bridge that adjoins the border with Mexico, which in turn connects to the section in Mexico leading to the Tijuana International Airport. The latter, through the merger of various entities within GAP, as described in this Information Statement.

Internalization of technical assistance services and technology transfer: Under the current Technical Assistance Agreement with AMP, GAP’s airports receive management and consulting services, as well as technology transfer from AMP. GAP’s subsidiary, SIAP, pays AMP an annual fee for these services. The Technical Assistance Agreement grants GAP an exclusive license in Mexico to use all technical assistance and industry knowledge transferred by AMP during the term of the agreement. AMP provides assistance in various areas, including but not limited to development of commercial activities, preparation of master development plans for each airport, market studies, and implementation of initiatives to increase passenger traffic and improve airport operations. GAP considers these technical assistance services to be high-value specialized services that have provided fundamental benefits since GAP began operations as a private airport group. These services are essential for airport operations. GAP believes it is convenient to ensure their continuity through internalization, as GAP has now reached sufficient maturity for this transition. If the Merger is approved, GAP would provide these services directly to its airports, which would continue to benefit the airports’ operations.

Integration of the CBX: The CBX is a “landside” terminal located in San Diego, United States, connected to a pedestrian bridge that crosses the Mexican border to Tijuana International Airport. The pedestrian bridge, including all sections, is 120 meters long and is exclusively for passengers of the Tijuana International Airport. It provides a fast, comfortable, and secure border crossing without requiring passengers to leave Tijuana International Airport. The CBX currently serves as the main point of entry for Mexicans traveling by air from locations in Mexico to California, United States. The CBX has been designated part of the San Ysidro Port of Entry under U.S. law. The immigration process into the United States is carried out by Customs and Border Protection (“CBP”) officers, and CBX reimburses the United States government for the cost of those officers. CBX began operations in 2015 and served during the years ended December 31, 2022, 2023, 2024, respectively, and during the first nine months of 2025, 4.1, 4.3, 4.0 and 3.0 million passengers, respectively. In the same period, it generated EBITDA of US$87 million, US$102 million, US$94 million, and US$75 million, respectively. The growth of CBX has driven a significant increase in passenger traffic at Tijuana airport. GAP believes that the CBX represents an opportunity for consolidation and growth. GAP has identified the CBX as a complement to its business model, directly related to its operations and aligned with GAP’s growth objectives. This asset represents a strategic platform that facilitates connectivity between Mexico and the United States, a key area where GAP has identified significant growth potential. GAP believes that integrating CBX will not only strengthen its operational infrastructure but also provide a strategic position in the international logistics and passenger transport sector. As a result of the Merger, GAP would acquire a 75% ownership interest in CBX, and through the ancillary transaction described below, GAP intends to acquire the remaining 25% ownership interest in the CBX project through a cash payment of approximately US$487.5 million dollars.

Capital Stock Increase

As a result of the Merger, if approved by our shareholders, it is estimated that GAP would issue and put into circulation approximately 90 million new net shares representing its capital stock, subject to adjustments. These newly issued shares would be delivered to the direct or indirect shareholders of the Merged Companies. As of the date hereof, GAP’s capital stock is represented by approximately 505 million shares currently in circulation. If the Merger is approved, as consequence thereof and once the Merger is effective, GAP’s capital stock would be represented by approximately 595 million shares, as described in this Information Statement.

Ancillary Transaction

In connection with the Merger, we intend to acquire the remaining 25% interest in the CBX project that would not be integrated by virtue of the Merger, as well as certain assets adjacent to the CBX project. By virtue of both the Merger and the ancillary transaction, GAP would acquire 100% ownership of the CBX project. This ancillary transaction is contingent upon effectiveness of the Merger.

Required Voting. The resolutions of the Extraordinary General Shareholders’ Meeting referred to in this Information Statement will require the favorable vote of more than 50% of GAP’s outstanding capital stock, considering that the Merger involves entities directly related to the main line of business of GAP and its subsidiaries.

Characteristics of the Share Certificates

If completed on its terms, the Merger would involve a capital increase. The share certificates will be adjusted to reflect the proposals contained in this Information Statement, if approved.

THIS INFORMATION STATEMENT IS NOT AN OFFER TO SELL SECURITIES IN MEXICO OR THE UNITED STATES, OR IN ANY OTHER JURISDICTION, BUT HAS BEEN PREPARED AND IS MADE AVAILABLE TO THE SHAREHOLDERS OF THE ISSUER AND THE GENERAL PUBLIC SOLELY FOR THE PURPOSE OF PROVIDING INFORMATION TO SHAREHOLDERS, IN ACCORDANCE WITH THE MEXICAN SECURITIES MARKET LAW, THE MEXICAN GENERAL PROVISIONS APPLICABLE TO SECURITIES ISSUERS AND OTHER SECURITIES MARKET PARTICIPANTS, AND ANY OTHER APPLICABLE LEGISLATION.

The shares representing the capital stock of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. are registered in the Mexican National Securities Registry maintained by the Mexican National Banking and Securities Commission and are traded on the Mexican Stock Exchange, S.A.B. de C.V. under the ticker symbol “GAP B”. Registration in the Mexican National Securities Registry does not imply certification of the quality of the securities, the solvency of the Issuer, or the accuracy or veracity of the information contained in this Information Statement, nor does it validate any acts that may have been carried out in violation of the law.

GAP makes this document available to the financial community and other interested parties through its own website (www.aeropuertosgap.com.mx) in the “investors” section, or through the BMV website (www.bmv.com.mx) or the U.S. Securities and Exchange Commission website (www.sec.gov). In any case, copies of this documentation may be requested by any investor by submitting a request to GAP at its offices located at Avenida Mariano Otero No. 1249 – B, 6th floor, Torre Pacífico, Col. Rinconada del Bosque, C.P. 44530, Guadalajara, Jalisco, Mexico, or by calling 01(33) 38 80 11 00 ext. 20294, attention Ms. Gisela Mariazel Murillo Herrera in the Investor Relations Department or at the following email address: gmurillo@aeropuertosgap.com.mx. The electronic version of this Information Statement may be consulted on the Issuer’s website at the following address: www.aeropuertosgap.com.mx and on the website of the Mexican Stock Exchange, S.A.B. de C.V. at the following address: www.bmv.com.mx.

Capitalized words and terms not defined in this Information Statement shall have the meanings attributed to them in the Issuer’s annual report for the year ended December 31, 2024, which can be consulted by visiting the Issuer’s website at: https://www.aeropuertosgap.com.mx/es/ and on the Stock Exchange’s website at: www.bmv.com.mx

GAP IS NOT REQUESTING PROXY LETTERS TO EXERCISE VOTING RIGHTS

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TABLE OF CONTENTS

Page

The annexes attached to this Information Statement form an integral part thereof.

LETTER FROM THE CHIEF EXECUTIVE OFFICER

Dear Shareholder:

It is an honor to address you on this occasion to share a strategic initiative that we believe is fundamental to our Company’s future and the continued sustainable growth of our operations.

The aviation and airport services environment is constantly evolving. Competitiveness, innovation, and operational efficiency are key factors that define long-term success in this sector. We continually evaluate strategic business opportunities and growth alternatives. Today, we believe that GAP must look to the future and embark on a phase of innovation, expansion, and diversification that will consolidate our position as a major global player. Although our business has proven successful for years and we have built trust among our investors through hard work and carefully analyzed decisions, the current environment demands that we seek further expansion. We aim to achieve new goals and overcome new challenges, propelling our company to the next level.

We have been analyzing the possibility of internalizing the technical assistance services that we currently receive on an outsourced basis and integrating the project known as “Cross Border Xpress” into our business, and we believe that now, as part of a comprehensive strategy, the time is right to materialize these opportunities. We believe that the internalization of technical advisory and technology transfer services and the integration of the Cross Border Xpress project would represent an attractive opportunity for long-term value maximization.

Since our inception as a private airport group in 1999, we have received technical assistance and technology transfer services from our strategic partner, AMP, pursuant to an agreement reached with the various stakeholders in our Company at that time. These services are fundamental and indispensable for airport operations, and it is important to ensure their continuity, through its integration into GAP. We pay compensation for these services through our subsidiary SIAP. These services include, among others, advisory services for our airports on strategies to increase aeronautical and non-aeronautical revenues, continuous engagement with regulators and various stakeholders in our sector, support for the preparation of master development plans for each airport, development of commercial activities, and preparation of market studies and implementation of initiatives focused on increasing passenger traffic and improving airport operations. These services are fundamental tools for our growth and value maximization. If the Merger described in this document is approved, these services would continue to benefit the operation of our airports but would be provided internally. GAP would provide these services directly to its airports, as we consider them indispensable for their operation.

We believe we have reached sufficient maturity to internalize the technical assistance and technology transfer services currently provided under our Technical Assistance Agreement. We consider it essential to ensure continuity of these services for our airports’ benefit. From our perspective, discontinuing these services would be risky, so internalization serves our best interests. Additionally, this change would enhance operational efficiency, provide greater flexibility to adapt to our airports’ specific needs, and deliver a superior customer experience. Internal management of these services would also enable us to innovate in processes and technologies, allowing us to maintain market leadership more effectively. If the Merger is approved, GAP would provide these services directly to its airports.

Furthermore, although our strategic partner’s provision of technical assistance and technology transfer services has been key to our development, we believe that internalizing them, taking advantage of GAP’s current maturity and the prevailing circumstances, reinforces the alignment of interests and the economic balance between our various shareholders and stakeholders.

Regarding CBX, it is a project that would be ideal for consolidation into GAP and would serve as a key driver in our new phase of growth. We have identified CBX as an ideal complement to our business model, directly related to it and with attributes for our new phase that we wish to initiate. This asset represents a strategic platform facilitating connectivity between Mexico and the United States, a key area in which we have identified great growth potential. We believe that the integration of CBX will not only strengthen our operational infrastructure, but also give us a privileged position in the international logistics and passenger transport sector.

Opened in December 2015, CBX links Tijuana Airport with the United States border, allowing passengers to cross directly into the United States from the Tijuana Airport, reducing connection and waiting times at both the San Ysidro and Mesa de Otay border crossings and facilitating transfers between both countries for travelers with boarding passes for all flights departing from or arriving in Tijuana. As a result, CBX has been a significant factor in boosting passenger traffic at Tijuana Airport. In 2024, 4 million passengers used the CBX facilities from the United States to Mexico and vice versa (on average, 32.5% of total passenger traffic at Tijuana Airport). We estimate that approximately 45% of Tijuana passengers have the United States as their origin or final destination. Therefore, a significant portion of passengers at the airport are CBX users, due to its convenience and accessibility for residents of the United States.

Initially, the Board of Directors chose to refrain from participating in the CBX project. While CBX is now a proven project, at that time the Board of Directors deemed it a high-risk project with several uncertainties. Noting that various individuals that participated in its management and development during its early stages, some of whom are now members of our Board of Directors and indirect shareholders of GAP, were, at that time, minority shareholders in our strategic partner AMP.

The internalization of technical assistance services and the integration of CBX align with our vision of taking GAP to the next level of development as part of our GAP 2.0 initiative. We believe that these actions would allow us, among other things, to improve our profitability by reducing operating costs and maximizing the value of our assets, strengthen our competitiveness in the sector in which we operate, diversify risks and opportunities, and expand our international presence through closer integration of our services in cross-border operations. We therefore believe that your support for these decisions would strengthen our position in the medium and long term, generating sustainable value for all our shareholders.

With these considerations in mind, we, as management, submitted to our Audit and Corporate Practices Committee, and in turn to our Board of Directors, the possibility of initiating processes to internalize technical assistance and technology transfer services and integrate the CBX project. After careful analysis and with due process and consideration, our governing bodies decided to submit the aforementioned proposals, described in this document, to you, our shareholders. It is you, our shareholders, who will decide and approve the projects proposed herein. Both management and our corporate bodies have worked on the initiative we are presenting to you here. Our Audit and Corporate Practices Committee has led vigorous negotiations with the owners of the businesses to be internalized and integrated to reach an understanding that we consider viable. However, it is essential for us that our shareholders, through their free and informed vote, make the final and only decision.

We reiterate that we consider communication with our shareholders to be essential and kindly ask you to contact us through the institutional channels available to you to address any questions or comments. Thank you for your continued support and confidence in our vision and strategy. Together, we will continue to build the future of GAP.

Sincerely,

Raúl Revuelta Musalem
CEO

FUTURE EVENTS

This Information Statement contains forward-looking statements. Words such as “we intend,” “attempt,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “advise,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” as well as similar expressions, are intended to identify forward-looking projections and statements, but are not the only means of identifying such projections and statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that predictions, forecasts, projections, and other forward-looking statements may not be achieved. We caution investors that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates, and intentions expressed or implied in such statements. If one or more of these factors or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary significantly from those described herein as anticipated, considered, estimated, expected, forecasted, or intended.

These forward-looking statements are made only as of the date of this Information Statement. We do not undertake any obligation to update or revise any forward-looking projections or statements due to new information, future events, or other developments. Additional factors may emerge at any time that could affect our business. We cannot predict all such factors or assess their impact on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement. We cannot assure you that our plans, intentions, or expectations will be achieved. Furthermore, statements regarding past trends or activities should not be interpreted as assertions that those trends or activities will continue in the future. All forward-looking statements, whether written, oral, or electronic, that can be attributed to us or to persons acting on our behalf are expressly subject in their entirety to this Information Statement.

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INCORPORATION BY REFERENCE

We incorporate by reference certain documents filed with the Mexican National Banking and Securities Commission. This means we disclose important information by referring to those documents. The incorporated information is considered part of this Information Statement. We may amend or supplement this Information Statement by filing additional materials with the Mexican National Banking and Securities Commission and the Mexican Stock Exchange, S.A.B. de C.V. We incorporate by reference the following documents:

These documents can be consulted on the website of the Mexican Stock Exchange, S.A.B. de C.V. at www.bmv.com.mx and on the Issuer’s website at www.aeropuertosgap.com.mx.

We also incorporate by reference certain documents filed with the U.S. Securities and Exchange Commission. This means we disclose important information by referring to those documents. The incorporated information is considered part of this Information Statement. We may amend or supplement this Information Statement by filing additional materials with the U.S. Securities and Exchange Commission. We incorporate by reference the following documents:

These documents can be found on the website of the U.S. Securities and Exchange Commission at www.sec.gov and on the Issuer’s website at www.aeropuertosgap.com.mx.

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GLOSSARY OF TERMS AND DEFINITIONS

Unless otherwise defined herein, capitalized terms used in this Information Statement and listed below shall have the following meanings, which shall also apply to the singular or plural forms of such terms:

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EXECUTIVE SUMMARY

The following is a summary that provides a brief description of the most relevant aspects of the transaction described in this document, which is not intended to be exhaustive and contain all information that may be relevant to it, and is therefore supplemented by the detailed information and financial information included in other sections of this Information Statement.

This Information Statement should be read carefully in its entirety. Pay particular attention to the “Risk Factors,” “Detailed Information On The Transaction,” and “Management’s Discussion And Analysis Of Operating Results And Financial Condition” sections. Also review our Pro Forma Financial Statements and related notes included in this Information Statement. Additional information is available in our Annual Report and Quarterly Report, which are incorporated by reference. These documents can be consulted on the website of the Mexican Stock Exchange, S.A.B. de C.V. at www.bmv.com.mx and on the Issuer’s website at www.aeropuertosgap.com.mx.

Business Combination

GAP’s management continuously evaluates strategic business and growth opportunities. For several years, our management has explored various initiatives with the purpose of leading GAP towards an evolution in its business. On this occasion we are proposing to our shareholders, within the context of a comprehensive plan for development, growth, and diversification, GAP 2.0, which seeks to drive the Company to the next level for the benefit of all our shareholders and stakeholders, the combination of the following businesses through the Merger: (i) the provision technical assistance and technology transfer services, which since our inception has been done by our strategic partner AMP; and (ii) the Cross Border Express project, which is a “landside” terminal located in San Diego, United States connected to a pedestrian bridge that adjoins the border with Mexico, which in turn connects to the section in Mexico leading to the Tijuana International Airport.

Internalizing technical assistance and technology transfer services: Under our Technical Assistance Agreement with AMP, our airports receive management and consulting services plus technology transfer. Our subsidiary SIAP pays AMP an annual fee for these services. The Technical Assistance Agreement grants us an exclusive license in Mexico to use technical assistance and industry knowledge transferred by AMP during the term of the agreement. AMP provides assistance in several areas including among others, commercial activities development, master development plans preparation, market studies, and initiatives to increase passenger traffic and improve airport operations.

We consider AMP’s technical assistance a high-value specialized service that has provided fundamental benefits to GAP since inception. These services are necessary for airport operations and should continue internally. GAP has reached sufficient maturity for internalization. If the Merger is approved, GAP would provide these services directly to its airports, which would continue to benefit the airports’ operations. For more information regarding technical assistance services and technology transfer, see the “Technical Assistance Services and Technology Transfer” section in this document.

Integrating CBX: CBX is a “landside” terminal located in San Diego, United States, connected to a pedestrian bridge that crosses the Mexican border to Tijuana International Airport in Mexico. The pedestrian bridge spans 120 meters and is exclusively for passengers traveling through Tijuana International Airport. It provides fast, comfortable, and secure border crossing without leaving Tijuana International Airport. CBX currently serves as the main point of entry for Mexicans traveling by air from Mexico to California. CBX is designated as part of the San Ysidro Port of Entry under U.S. law. CBX began operations in 2015 and served, during the years ended December 31,2022, 2023, 2024, respectively, and during the first nine months of 2025, 4.1, 4.3, 4.0 and 3.0 million passengers, respectively. In the same period, it generated EBITDA of US$87 million, US$102 million, US$94 million, and US$75 million, respectively.

We believe CBX is ideal for integration into GAP and will drive our next growth phase. We have identified CBX as a complement to our business model. This asset represents a strategic platform facilitating connectivity between Mexico and the United States, where we see significant growth potential. We believe CBX integration will strengthen our operational infrastructure and provide a strategic position in international logistics and passenger transport. Through the Merger, 75% of CBX would be integrated. Through the ancillary transaction described in this Information Statement, we intend to acquire the remaining 25%. For more information regarding CBX, see the “Cross Border Xpress Project” section in this document.

Capital Stock Increase

As a result of the Merger described in this Information Statement, if approved by our shareholders, it is estimated that GAP would issue approximately 90 million new shares representing its capital stock, subject to adjustments. These newly issued shares would be delivered to the direct or indirect shareholders of the Merged Companies in exchange for their ownership interests in the Merged Companies. As of the date hereof, GAP’s capital stock is represented by approximately 505 million shares currently in circulation. If the Merger is approved, as consequence thereof and once the Merger is effective, GAP’s capital stock would be represented by approximately 595 million shares, as described in this Information Statement.

The net number of shares represents the total number of shares to be issued by GAP as a result of the Merger, minus the shares representing GAP’s capital stock owned by the Merging Entities prior to the Merger (which would be received by GAP as a result of the Merger and subsequently canceled).

Attached as ‎Annex 3 “Form of Merger Agreement” to this Information Statement is a copy of the form of merger agreement between GAP, the Merged Companies, and the owners of the companies, which contains the material terms of the Merger and is subject to approval by the Extraordinary General Shareholders’ Meeting of GAP.

Ancillary Transaction

In connection with the Merger, we intend to acquire the remaining 25% interest in the CBX project that would not be integrated by virtue of the Merger, as well as certain assets adjacent to the CBX project. Through the Merger and the ancillary transaction, GAP would acquire 100% ownership of the CBX project. This ancillary transaction is contingent upon effectiveness of the Merger and will be carried out through a cash payment of approximately US$487.5 million dollars.

Additionally, as part of the Merger and the ancillary transaction, GAP is expected to assume, on the effective date of the Merger, cash and cash equivalents amounting up to US$290 million dollars, and a financial debt of US$74 million dollars, approximately. The latter includes an estimate of up to US$260 million in the treasury of the merged entities and their non-operative subsidiaries and US$44 million in net debt from the integration of CBX.

Required Voting

The Extraordinary General Shareholders’ Meeting resolutions described in this Information Statement require favorable votes from more than 50% of GAP’s outstanding capital stock, considering that the merger described herein involves entities directly related to GAP’s and its subsidiaries’ main line of business.

AMP, our strategic partner, has informed us that at the upcoming Extraordinary General Shareholders’ Meeting, it will vote its shares in accordance with the majority of the votes cast at such meeting.

Brief simplified summary of the transaction

In short, the Merger and the ancillary transaction will result in GAP (i) integrating 75% of CBX, the provision of technical assistance services, and assuming cash and cash equivalents of approximately USD $260 million through the Merger, in exchange for which it will issue approximately 90 million net new shares; and (ii) acquiring the remaining 25% of CBX in a transaction related to the Merger through a cash payment of USD $487.5 million.

We propose the delegation of broad authority to GAP's Board of Directors to determine the final terms of the Merger prior to, or on its effective date.

The Issuer

Information about this section is available in the Issuer’s Annual Report and Quarterly Report, which are incorporated by reference into this Information Statement. These documents are available at www.bmv.com.mx and www.aeropuertosgap.com.mx.

Considerations of the Board of Directors

Our Board of Directors, based on the opinion of our Audit and Corporate Practices Committee, composed exclusively of independent directors and strengthened by the participation of two additional independent members, Ms. Alejandra Palacios Prieto and Mr. Luis Tellez Kuenzler, taking into account various factors, including analysis supported by external legal, financial, and accounting advisors, determined that the Merger initiative should be presented for shareholders' consideration and, if applicable, approval of our general shareholders’ meeting. On November 3, 2025, Morgan Stanley & Co. LLC issued a fairness opinion issued by, which is included as Annex 5 “Fairness opinion” to this Information Statement.

GAP and its Board of Directors believe that our shareholders should make informed decisions freely and without coercion. Consistent with our historical practice, we respect and will respect the will of our shareholders as expressed in accordance with applicable law and our bylaws.

The development of this initiative presented to our shareholders involved in-depth analysis and vigorous negotiations led by our Audit and Corporate Practices Committee, supported by management and independent external legal, financial, and accounting advisors hired for this purpose. For more information on the background and work of our corporate bodies regarding the transaction described in this Information Statement, see the “Background And Previous Corporate Actions” section of this Information Statement.

Our management and Audit and Corporate Practices Committee, with support from independent external legal, accounting and financial advisors, considered numerous quantitative and qualitative factors before presenting this initiative to the Board of Directors. The Board subsequently presented these to the Extraordinary General Shareholders’ Meeting. These factors include (without establishing priority or assigning specific weight):

In analyzing and considering the transaction, GAP’s management and our Audit and Corporate Practices Committee received advice from its financial advisor Morgan Stanley & Co. LLC. For more information regarding the financial analysis performed by Morgan Stanley & Co. LLC, see the section “Opinion And Analysis Of The Financial Advisors”.

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STRATEGIC REASONS

The Merger supports GAP’s comprehensive corporate evolution and long-term competitive positioning strategy under our GAP 2.0 plan. We expect the transaction to strengthen our operational capabilities and expand our market reach through two key components: internalizing technical assistance and technology transfer services and integrating CBX. These actions are designed to consolidate critical capabilities, generate efficiencies, enhance strategic oversight, and diversify GAP’s geographic footprint.

The following describes strategic reasons and considerations that our management considered, with support from independent external financial advisors, in analyzing this initiative. These reasons are neither exclusive nor exhaustive, and no specific weight was assigned to any particular factor. This summary contains forward-looking estimates whose results we cannot guarantee.

A. CBX

1. CBX: A Unique Infrastructure Asset Driving TIJ’s Sustainable Growth

CBX is a U.S.-based, one-of-a-kind cross-border binational terminal and the only facility globally that directly links an international airport—Tijuana International Airport (TIJ)—to the United States via a secure, fast, land crossing of the Mexico – US border via a private pedestrian bridge into San Diego, California. This seamless connection positions CBX as a strategic and indispensable gateway at the world’s busiest land border crossing, offering unmatched convenience and efficiency for travelers. Its unique infrastructure and location underpin its role as a high-growth, high-margin asset with long-term sustainability.

CBX serves a rapidly expanding and underserved segment of cross-border travelers from both the U.S. and Mexico, who benefit from TIJ’s extensive and competitively priced domestic and international flight network. On the other hand, TIJ gains from CBX’s streamlined passenger crossings into San Diego, enhancing its accessibility and appeal. Its strategic location allows CBX to capitalize on growing binational mobility, delivering unmatched convenience, time savings, and cost advantages across the region. This unique positioning reinforces CBX’s role as a preferred gateway for US-based passengers to fly to destinations in Mexico and for Mexico-originating passengers to travel to the United States, and a driver of long-term growth for TIJ.

Since it opened for passenger traffic in December 2015, CBX has consistently demonstrated robust operating performance, with cross-border passenger traffic growing at a compound annual rate of 14.6% during the period 2016-2024. This sustained growth reflects rising demand for air travel between the US and destinations across Mexico and the growing appeal of CBX’s unique combination of convenience and value. The asset has maintained stable performance and operational continuity, even during periods of macroeconomic uncertainty, underscoring its reliability and importance in an ever-evolving mobility landscape.

CBX’s strong profitability further reinforces its value, with attractive EBITDA margins, driven by efficient operations and a resilient revenue model. As an asset-light business with no mandatory capex commitments and high cash conversion, CBX generates attractive free cash flow and supports disciplined, scalable growth.

CBX enables direct connectivity between the U.S. and multiple destinations in Mexico by leveraging TIJ’s robust domestic flight network (which is the second airport in Mexico with the most domestic flight destinations, trailing only Mexico City’s International Airport). Since opening in late 2015, CBX has contributed meaningfully to TIJ’s airport traffic expansion. TIJ led Mexico in passenger growth over the last decade, posting an ~11.1% CAGR from 2015–2024, ahead of major peers. A big part of this success has been CBX, which has structurally strengthened TIJ’s ability to attract airline routes, capture passengers and expand its overall share of US-Mexico travel. To put this in perspective, before CBX, passenger traffic at TIJ grew at a CAGR below 6% from 2010 to 2015, well below the ~11.1% CAGR of the last decade. Even during atypical periods like Covid and the global engine recall by Pratt & Whitney in 2023 and 2024 that heavily impacted airlines’ number of available seats, CBX has proved resilient and continued to support TIJ’s trajectory.

Additionally, CBX supports regional economic development by facilitating tourism, family connectivity, and business travel between the U.S. and Mexico. Its operations generate local employment and contribute to the broader commercial ecosystem in both Tijuana and Southern California.

Notes: 1. Participation Rate is defined as the number of passengers that use CBX divided by the total passengers in TIJ
2. In September 2023, RTX Corporation initiated a global recall of between 600 and 700 Pratt & Whitney GTF engines, significantly impacting Volaris, Mexico’s leading ultra-low-cost carrier and a key airline at TIJ, due to its A320neo fleet. The mandatory engine removals and lengthy turnaround times—up to 300 days per engine—led to reduced seat capacity and a slowdown in traffic at TIJ, where Volaris holds a leading market share. The impact on Volaris's operations was immediate and material. Volaris revised its 2023 ASM growth guidance from 13% to ~10%, citing an estimated $18 million revenue impact in September alone. Capacity constraints are expected to persist through 2026 as inspections continue.

Notes: 1. Includes all airports with fewer than 3 million passengers per year from the three main airport groups.
2. Also includes AIFA starting from March 2022.

2. CBX: Compelling Value Proposition for Travelers

CBX offers a highly attractive and differentiated value proposition, anchored in the convenience of seamless cross-border connectivity and the often-lower cost provided by using the CBX and connecting to a domestic Mexican airline flight. When planning travel between the US and destinations throughout Mexico, many travelers to and from California compare the cost of flying from US airports that offer flights to destinations in Mexico with the cost of traveling to San Diego and using the CBX to access Mexican domestic flights from TIJ. With three different Mexican airlines offering flights to 35 different destinations in Mexico, pricing for round trips within Mexico is highly competitive. In most cases, the cost of traveling between California and Mexican destinations via the CBX and TIJ is lower than flying from a US airport.

The appeal of CBX is based on its combination of strategic location, passenger convenience, and economic advantages:

Unique Border Crossing Alternative

The Tijuana – San Diego cross is one of the world’s busiest land border crossings. CBX delivers unmatched speed and ease of access, with an average crossing time of ~20 minutes, well below the long and unpredictable crossing times (2-3 hours, excluding additional travel time to and from TIJ airport to nearby crossings) at nearby traditional border crossings such as San Ysidro and Otay Mesa. This efficiency makes CBX a significantly more convenient alternative for crossing the border for people traveling between destinations in Mexico and the US using flights originating or terminating in TIJ.

Expanded Regional and International Reach

Together, CBX and TIJ form a strategic gateway connecting the U.S. with Mexico and Asia, offering access to 35 destinations in Mexico via TIJ (second only to Mexico City’s International Airport, showcasing TIJ’s vast connectivity). This connectivity serves both U.S.-based travelers seeking affordable international routes and California’s large Mexican population traveling to visit family, as well as business travelers accessing key regional markets. Ground transportation links to Northern California, Las Vegas, and Phoenix further position CBX as a competitive alternative to the congested Southern California airport system.

Cost-Effective Travel Alternative

CBX enables access to significantly lower airfares via TIJ, particularly for price-sensitive travelers and families. Flights from TIJ to Mexican destinations typically cost 50% to 75% less than equivalent routes from San Diego (SAN) or Los Angeles (LAX), driven by lower airport fees.

Note: 1. Figures represent the cost of a round-trip, non-stop, economy ticket to Los Cabos during March 2025

Integrated Passenger Services and Infrastructure

CBX enhances its value proposition through a robust suite of end-to-end travel services, including:

High Passenger Volume and Strategic Connectivity

In 2024, CBX facilitated over 4.0 million passenger crossings, providing travelers with direct and convenient access between TIJ and San Diego. Its location offers proximity not only to San Diego and Los Angeles, but also to key Southern California counties—Orange, Riverside, and San Bernardino—with comparable or shorter drive times than LAX.

Volume of Passengers by County Traveling to Mexico

3. Enhancing to GAP’s Financial Profile

The integration of CBX significantly enhances GAP’s financial profile by adding a high-margin, cash-generative asset with consistent growth and low capex requirements, without compromising balance sheet integrity.

Historically, CBX has delivered robust revenue performance, supported by growing TIJ passenger volumes, passenger capture rates above 32% between 2022 and 2024, and strong ancillary revenue streams.

Unlike GAP’s regulated Mexican airport concessions, which are subject to periodic investment obligations under the Master Development Plan, CBX operates free from such regulatory constraints, except for those required by the CBP, which are not representative. This flexibility enables more strategic capital deployment in high-impact areas such as human capital, IT infrastructure (e.g., facial recognition technology), and customer experience enhancements, ensuring long-term competitiveness without substantial fixed capital commitments.

As an asset-light business with low capex requirements and an efficient working capital cycle, CBX supports strong free cash flow generation, enhancing GAP’s cash flow profile and reinforcing its commitment to disciplined capital allocation and long-term shareholder value creation.

Notes:
1. Calculated as EBITDA - CapEx
2. Calculated as Free Cash Flow / Revenue

4. Expansion and Diversification of GAP’s Portfolio

The acquisition of CBX marks a pivotal milestone in the execution of GAP’s long-term strategy to diversify its portfolio and evolve beyond regulated Mexican airport concessions. CBX introduces a differentiated, high-performing infrastructure asset that strengthens GAP’s operational platform and unlocks new avenues for sustainable value creation.

Note: 1. Calculated using CBX’s expected Net Debt as of 2025YE and actual EBITDA LTM 9M25.

CBX enhances GAP’s strategic positioning across multiple dimensions:

Geographic and Currency Diversification

CBX is a fully dollarized asset which generates 100% of its revenue in U.S. dollars and will provide a significant component of currency diversification to GAP, considering that around 80% of GAP’s revenue is currently in Mexican pesos. CBX provides a natural hedge against currency volatility and reinforces GAP’s financial resilience. Additionally, with approximately 75% of CBX passengers originating from the United States, CBX provides direct exposure to the U.S. market and is therefore more resilient to economic downturns.

Note: 1. Assuming 2024 US$ revenue share of GAP on a standalone basis disclosed in GAP’s 2024 20-F, adjusted by CBX’s US$ revenue contribution

Regulatory Risk Diversification

CBX operates under a Presidential Permit with indefinite term (granted in 2010) and an operating agreement with U.S. Customs and Border Protection, which regulates the costs and the recovery of operating expenses, for a 50-year term. This long-term permit may provide regulatory certainty and institutional stability, extending well beyond the duration of GAP’s Mexican airport concessions. Moreover, CBX owns both the land on which the facility stands and the adjacent ~60 acres, further reducing risk related to property lease recontracting.

Business Model Diversification

CBX’s revenue is 100% non-aeronautical, further enhancing GAP’s business model diversification. In addition to its primary source of revenue, which is the sale of passenger tickets to cross between the US and TIJ (which are only available to passengers holding air tickets for flights originating or terminating at TIJ), CBX generates other non-aeronautical revenues through a mix of services including parking, car rental companies operating on CBX’s property, retail and food service, and other passenger-focused amenities. This diversified and resilient revenue profile enhances CBX’s profitability and supports GAP’s broader objective of building a balanced infrastructure platform beyond conventional airport assets.

5. Commercial Alignment and Revenue Growth Acceleration

Together, CBX and TIJ will form a tightly integrated cross-border platform that strengthens GAP’s infrastructure footprint, enhances operating efficiency, and supports long-term value creation through strategic asset alignment.

The integration will facilitate a coordinated commercial strategy across CBX and TIJ, unlocking high-impact revenue opportunities. For example, in a scenario where a passenger flies from Guadalajara to San Diego or Los Angeles, half of the aeronautical revenue from the trip stays at the U.S. airport, limiting GAP’s ability to capture incremental revenues. With CBX incorporated, GAP will now capture revenue from passengers flying from Guadalajara to Tijuana – and then using CBX to cross to California – in both legs of the trip via airport fees, CBX crossing tickets, and ancillary revenues. This model not only strengthens GAP’s revenue streams but also boosts TIJ’s market share by positioning it as a preferred gateway for cross-border travel. It’s a clear example of how commercial alignment with CBX drives incremental revenues and enhances GAP’s competitive advantage.

With GAP, CBX is expected to achieve substantial administrative efficiency and reduce operating expenses, which would contribute to a significant expansion of margins and an improvement in operating leverage.

Beyond cost synergies, the integration would enable a coordinated commercial strategy between CBX and the Tijuana International Airport, allowing them to capture high-impact revenue opportunities and generate efficiencies for our customers. GAP is well positioned to drive incremental growth through combined travel offerings, joint marketing initiatives, and harmonized passenger services, enhancing the monetization of both assets.

From an operational standpoint, CBX and the Tijuana International Airport would benefit from complementary capabilities, allowing for a more agile deployment of resources, improved service delivery, and scalable growth. This alignment would support a more efficient operating model and strengthen GAP’s ability to respond dynamically to market demand.

6. Actionable Growth Opportunities to Drive Incremental Value

GAP is uniquely positioned to unlock CBX’s next phase of growth through a targeted set of strategic initiatives designed to enhance revenues, operational efficiency, and long-term asset value. These initiatives span market expansion, commercial optimization, and infrastructure development:

Market Expansion and Demand Consolidation

CBX is strategically positioned to capture traffic from travelers currently using alternate border crossings to access TIJ. By improving convenience and increasing visibility, GAP aims to consolidate demand and reinforce CBX’s role as the preferred gateway for binational travel. Additionally, targeted efforts to attract new airline partnerships and international routes, particularly from underserved regions such as Central America and Asia, will expand CBX’s reach and strengthen its connectivity profile. Moreover, GAP expects to expand CBX’s footprint and model through new projects, including a rental car center, hotel, food and beverage commerce, among others.

Customer Acquisition and Revenue Optimization

GAP is deploying advanced revenue management strategies to maximize yield across both core and ancillary revenue streams. These include bundled service offerings, tactical pricing adjustments, and dynamic pricing techniques tailored to traveler behavior. Strategic partnerships and digital campaigns will further expand CBX’s customer base, positioning it as a viable alternative for passengers searching flights to/from SAN and LAX.

Expansion of Ancillary Services

GAP believes that CBX has significant runway to grow its ancillary revenue base through targeted enhancements:

Technology-Driven Efficiencies

Continued investment in passenger-facing technologies, such as automated migration forms and self-service immigration e-gates, is streamlining the travel experience, reducing waiting times, and lowering operating costs. These enhancements reinforce CBX’s positioning as a modern, efficient, and customer-centric gateway, while also reducing the reimbursement per passenger to U.S. Customs and Border Protection as automation scales.

Long-Term Projects

CBX is a fully integrated border-crossing complex in a highly strategic location. It includes parking facilities, a car rental center, food and beverage options, and approximately 60 acres of adjacent land available for future development.

The transaction includes almost all the 60 acres of land adjacent to the CBX facilities, offering a compelling opportunity to develop complementary infrastructure. Potential projects include expanded parking, hospitality services, rental car operations, and convention facilities, each designed to enhance the traveler experience, diversify revenue streams, and unlock long-term value. Additionally, CBX opens an opportunity to participate in upcoming border and infrastructure projects.

B. Technical Assistance Services and Technology Transfer

Strategic Internalization of TAA Services to Enhance Profitability, Operational Control, and Corporate Governance

The internalization of the services under the Technical Assistance Agreement (TAA) represents a significant step forward in GAP’s strategy to enhance profitability, operational autonomy, and governance standards. By eliminating, at a consolidated level, the recurring Technical Assistance Fee (TAF) payments to a third-party provider under an agreement renovated automatically every 5 years unless our shareholder meeting requests its termination, GAP expects to generate annual savings equivalent to approximately 5% of EBITDA from its Mexican airport operations, or around MXN$845 million in 2024. These savings directly strengthen GAP’s bottom line and unlock additional capital for reinvestment in strategic priorities on capital allocation.

Under the new structure, GAP’s management will assume full responsibility for the technical assistance and technology transfer functions previously outsourced. This transition ensures continuity in operational excellence for GAP’s airports while fostering greater agility, accountability, and institutional knowledge retention. Over time, GAP expects to create a self-reinforcing cycle of internal knowledge, reducing reliance on external entities and incorporating critical capabilities within the organization. However, given the importance of this service, a transition period of approximately 6 to 12 months is anticipated, during which the services, processes, and systems for the management and operation of the airports in Mexico will be transferred.

The internalization also aligns with global best practices and investor expectations, reinforcing GAP’s commitment to transparency, efficiency, and long-term value creation. By consolidating control over key operational functions, GAP will enhance its ability to respond to evolving market dynamics, implement innovation more rapidly, and maintain consistent service standards across its airport network.

In addition to the financial and operational benefits, the move strengthens GAP’s governance framework, improving oversight and aligning decision-making more closely with shareholder interests. The internalization is a step in the evolution of GAP into a more autonomous and strategically agile infrastructure operator.

Note: 1. Converted at a fixed FX of MXN$18.70 per US$, for illustrative purposes

C. GAP

Benefit from GAP’s Share Price Performance

GAP’s sustained share price outperformance and current valuation premium provide a strategically advantageous backdrop for executing the proposed Transaction. Since 2019, GAP has delivered exceptional equity returns, boasting a 149% indexed growth, well above the Mexican Stock Exchange index (IPC). As of October 23, 2025, GAP shares were trading at ~84% of their all-time high, which provides an attractive environment for equity issuance.

The transaction involves GAP issuing approximately 90 million new net shares, as well as the acquisition, through a cash payment, of the 25 percent minority interest in CBX in a separate transaction with cross-conditions. All strategic shareholders will receive only GAP-issued shares as a result of the Merger, which will strengthen alignment and long-term value creation.

The transaction is expected to be accretive on a free cash flow per share basis from the first full year post-integration, driven by CBX’s high-margin profile, strong cash conversion, revenue growth, and synergies from internalizing technical assistance. These factors will enhance key metrics such as operating cash flow per share and dividends per share, underscoring GAP’s commitment to disciplined growth and long-term shareholder value. We expect for the integration as a whole to have a positive impact on our EBITDA of approximately $US180 million.

DETAILED INFORMATION ON THE TRANSACTION

Detailed Description

Business Combination

We propose combining two businesses through the Merger: (i) technical assistance and technology transfer services currently outsourced to our strategic partner AMP since our inception as a private airport group; and (ii) the CBX project, which is a “landside” terminal in San Diego, United States, connected by pedestrian bridge to Tijuana International Airport in Mexico.

Internalization of Technical Assistance and Technology Transfer Services

Under our Technical Assistance Agreement with AMP, our airports receive management and consulting services plus technology transfer. Our subsidiary SIAP pays AMP an annual fee for these services. The Technical Assistance Agreement grants us an exclusive license in Mexico to use all technical assistance, transfer services, and industry knowledge transferred by AMP during the agreement term. AMP provides assistance in several areas including commercial activities development, master development plans preparation, market studies, and initiatives to increase passenger traffic and improve airport operations.

We consider AMP’s technical assistance and transfer services a high-value specialized service that has provided fundamental benefits since our inception as a private airport group. These services are necessary for airport operations and ensuring their continuity through internalization is strategically advantageous. GAP has reached sufficient maturity for internalization. If the Merger is approved, GAP would provide these services directly to its airports while maintaining current operational benefits.

For more information on technical assistance and technology transfer services, see “Technical Assistance Services and Technology Transfer” in this document.

CBX Integration

The CBX is a “landside” terminal located in San Diego, United States connected to a pedestrian bridge that borders the Mexican border, where it connects to the section in Mexico that leads to Tijuana International Airport. The pedestrian bridge, including all its sections, is 120 meters long and is exclusively for passengers from Tijuana International Airport. It is a fast, comfortable, and secure border crossing, without leaving the Tijuana International Airport. CBX currently serves as the main entry point for Mexicans traveling by air from Mexico to California. CBX is designated as part of the San Ysidro Port of Entry under U.S. law. CBX began operations in 2015 and served during the years ended December 31, 2022, 2023, 2024, respectively, and during the first nine months of 2025, 4.1, 4.3, 4.0 and 3.0 million passengers, respectively. In the same period, it generated EBITDA of US$87 million, US$102 million, US$94 million, and US$75 million, respectively, and in the last twelve months ended September 2025, totaled USD $101 million. The Tijuana Airport has a commercial agreement with OTV (which would become part of GAP through the Merger) for CBX construction, operation, maintenance, and use, which is further described in the “Cross Border Xpress Project” section of this Information Statement. OTV also owns approximately 60 acres adjacent to the border crossing that could represent multiple growth opportunities.

We believe CBX is ideal for integration into GAP and will drive our next growth phase. We have long identified CBX as an ideal complement to our business model, directly related to it and with attributes for the new phase we wish to initiate. This asset represents a strategic platform facilitating connectivity between Mexico and the United States, a key area where we see significant growth potential. We believe CBX integration will strengthen our operational infrastructure and provide a strategic position in international logistics and passenger transport.

For more information about CBX, see “Cross Border Xpress Project” in this document.

Ancillary Transaction

The entities to be merged into GAP through the Merger hold a 75% stake in the CBX project. The Merger will transfer this 75% interest to GAP without additional cash consideration. The remaining 25% stake belongs to a private U.S. entity and is not part of the Merger. As a separate ancillary transaction, we intend to acquire that remaining 25% interest and certain adjacent assets for a cash price of approximately US$487.5 million. This ancillary acquisition is subject to effectiveness of the Merger.

Integration Process

If approved by our shareholders, GAP would absorb the assets, rights, and liabilities necessary for internalizing technical assistance and technology transfer services and integrating the operation, maintenance, development and commercial exploitation of the CBX project through the Merger.

Once the Merger is completed, GAP will continue as a publicly traded corporation. Its shares will remain listed on the Mexican Stock Exchange and its ADRs on the New York Stock Exchange. The merged companies will be dissolved.

Through the Merger, GAP would acquire all assets, property, and rights of the Merged Companies, as well as all their liabilities, obligations, and responsibilities on a universal basis, except for assets that are extinguished at the time of the Merger.

Additionally, as part of the Merger and the ancillary transaction, GAP is expected to assume, as of the effective date of the Merger, cash and cash equivalents of up to US$290 million, and financial debt of approximately US$74 million. This includes an estimate of up to US$260 million in the treasury of the merged entities and their non-operative subsidiaries and US$44 million in net debt from the integration of CBX.

GAP Capital Stock

If the Merger is approved by our shareholders, it is estimated that GAP would issue and put into circulation approximately 90 million new net shares representing its capital stock, subject to adjustments.

As a consequence of the Merger, if approved, GAP would issue approximately 187 million new shares. However, before the Merger, the Merged Companies own approximately, 97 million shares representing the capital stock of GAP. Thus, once the Merger is effective, GAP would receive such shares as part of the Merged Companies’ assets. The shares so received by GAP as a result of the Merger would be cancelled.

This number of net shares represents the total number of shares to be issued to direct or indirect shareholders by GAP as a result of the Merger, minus the shares representing GAP’s capital stock that are owned by the Merging Entities prior to the Merger (which will be received by GAP as a result of the Merger and subsequently cancelled).

The final amount of capital increase, the final number of shares to be issued, and their proportion among the different series that make up our capital stock will be reported in due course. Additionally, we propose delegating broad powers to GAP’s Board of Directors to determine the terms of the Merger, including the number of shares to be issued on its effective date.

Merger Agreement

The merger agreement between GAP and the Merged Companies, subject to approval by GAP’s Extraordinary General Shareholders’ Meeting, will include, among other things: (i) the Merger terms; (ii) certain representations by the Merged Companies and GAP regarding incorporation, existence, capacity, powers and validity, compliance with applicable laws, asset ownership, absence of legal proceedings and material disputes, related party transactions, financial information, government authorizations, taxes, intellectual property, insurance, and capital stock; (iii) obligations for shareholders receiving shares resulting from the Merger and GAP to be liable for undisclosed contingencies from the Merged Companies, subject to certain limits and conditions; and (iv) an agreement by shareholders receiving GAP shares not to dispose of them without GAP’s consent for 365 days following the date on which the Merger is approved by GAP’s Extraordinary General Shareholders’ Meeting, subject to exceptions. Two 25% portions will not be subject to sale restrictions. The first 25% may be sold after 90 days, and the second 25% after 180 days following the date on which the Merger is approved by GAP’s Extraordinary General Shareholders’ meeting. All sales must be through registered public offerings or block sales in Mexico or the United States that comply with securities regulations in coordination with GAP.

A copy of the form of merger agreement is attached as ‎Annex 3 “Form of Merger Agreement” to this Information Statement.

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GAP’s Corporate Structure Before and After the Merger

The following organizational charts show GAP’s corporate structure before and after the Merger in simplified form:

Before the Merger:

Before the Merger, the Mexican Shareholders wholly own PAP (Promotora Aeronáutica del Pacifico, S.A. de C.V.) and PAL (PAL Aeropuertos, S. de R.L. de C.V.). PAP and PAL own all of CMA (Controladora Mexicana de Aeropuertos, S.A. de C.V.), which holds 66.6% of AMP’s capital stock. Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal holds the remaining 33.3% of AMP. AMP owns 19.3% of GAP shares (Series B and Series BB shares), with the remainder, approximately 80.7% held by the investing public. CBX is held through OTV (Otay-Tijuana Venture, LLC.), which is owned by Otay-TJ Holdings LLC. The latter is 37.5% owned by PAP shareholders, through Proyectos de Infraestructura Charter, S. de R.L. de C.V.; 37.5% by PAL shareholders, and 25% by EGI-Otay Investors, LLC.

After the Merger:

After the Merger, including the ancillary transaction, the Mexican shareholders and Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal will own GAP capital stock. The investing public will continue to own the capital stock in GAP and GAP will own the entire CBX project.

Transaction Objective

The Merger will enable integration of the technical assistance and technology transfer services business and the CBX project into GAP. We believe the Merger represents a significant step in our corporate history and expect it to create substantial long-term value for our shareholders.

Sources of Financing for the Transaction

Except for inherent expenses related to the Merger and the ancillary transaction to consolidate the minority interest in CBX, including certain adjacent assets, there will not be any cash outlay by GAP.

We expect to cover inherent Merger expenses with our own resources. In the event we acquire the minority interest in CBX and certain adjacent assets, as an ancillary transaction to the Merger, we expect to cover the price of such transaction and the related expenses with access to credit lines, and we could use our own resources.

Merger Expenses

Each party will bear its own legal and corporate expenses for the Merger, except those that by their nature must be borne by third parties. These expenses include, among others, payment of duties, taxes, registration fees, notary fees, and fees for external legal, accounting, and external financial advisors common in a transaction of this nature.

GAP expenses arising from the Merger and the ancillary transaction are expected to be approximately $200 million pesos. This excludes expenses related to the payment of duties, taxes, and registration fees.

Impact on Share Rights and Obligations

If completed, the Merger would increase our fixed capital stock. Share certificates would incorporate any approved bylaw adjustments. The rights and obligations of GAP shares will not change as a result of the Merger.

Accounting Treatment of the Merger

The Merger will be reflected in accordance with IFRS principles. Management is analyzing the applicable IFRS methodology for the Merger, which will be reflected in financial information issued by the Issuer according to applicable legal provisions. The Merged Companies’ figures will be included in GAP’s consolidated accounts. Balances and transactions between the Merged Companies and GAP will be eliminated to correctly reflect the merged companies’ financial situation.

Management conducted an analysis of the potential differences between US GAAP, IFRS, and Mexican Financial Reporting Standards, as well as accounting policies used by OTV and other Merged Companies in preparing their proforma condensed consolidated financial statements. Notwithstanding, the effect on the Merged Companies’ figures, once converted and adjusted to GAP’s IFRS accounting policies in the pro forma consolidated financial statements, are not deemed material when considered individually or a whole.

Based on its professional judgment, the Company’s management considers that Otay-Tijuana Venture, LLC (OTV) qualifies as a business combination to be accounted for pursuant to the IFRS 3 “Business Combination.” For purposes of the (unaudited) proforma condensed consolidated financial statements, the amount to be paid in excess of the book value of the net assets, was allocated to the commercial loan, goodwill and others. However, once the Merger becomes effective, the Company will reflect the transaction using the purchase method in accordance with IFRS 3, identifying the assets acquired, and liabilities assumed, measured at fair value. As consequence, the commercial loan, goodwill and others reflected in the (unaudited) proforma condensed consolidated financial statements, may change.

The internalization of the technical assistance services and the technology transfer will be recognized as goodwill pursuant to IFRS, at the time in which the Merger is approved, due to the transfer of contractual rights, and the knowledge that will be given to the Company for its operation by means of the systems, processes and procedures that will be transferred.

Therefore, the figures shown in the Company’s condensed consolidated financial statements dated September 30, 2025, and December 31, 2024, reflect the historical cost of the net merged assets, and a commercial loan, goodwill and others, determined only for such difference as of that date. As such, said figures, given their provisional nature, have not been determined nor included in the proforma condensed consolidated financial statements.

GAP is in the process of determining the allocation of the fair value of the assumed assets and liabilities in the Merger, measured at reasonable value, in accordance with IFRS 3, applying a purchase method. Pro forma adjustments included in the unaudited pro forma statements of income and comprehensive income statements represent adjustments to GAP’s historical figures. These adjustments are: (1) directly attributable to the Merger and (2) factually supported. The unaudited pro forma consolidated condensed interim financial information reflects GAP’s results as if the Merger occurred on December 31, 2024 (for pro forma comprehensive income figures and for the interim pro forma financial position figures). Actual results and accounting reported in subsequent periods may differ significantly from pro forma amounts reflected in the unaudited pro forma consolidated interim financial. The information is not intended to estimate GAP’s future consolidated financial position and consolidated comprehensive results for future periods or at any future date. All pro forma adjustments are based on preliminary estimates and assumptions and are subject to revision upon Merger’s effectiveness. The unaudited pro forma consolidated interim financial information does not reflect the realization of any expected cost savings or other synergies resulting from the transaction, nor as a result of restructuring activities and other cost-saving initiatives planned after Merger completion. This information should be read in conjunction with GAP’s audited historical financial statements as of December 31, 2024, and historical financial statements as of September 30, 2025.

The combined and condensed pro forma financial statements included in this Information Statement reflect the expected accounting effects related to the Merger; however, those effects may differ once the Merger is completed as of the effective date. The Company used the purchase method to prepare the pro forma adjustments described above. Once the analyses, valuations, and calculations are completed, the final accounting treatment may differ from that used for the pro forma adjustments presented in this Information Statement.

All proforma adjustments are based on preliminary estimates and assumptions, and are subject to changes, adjustments, and revisions once the Merger is effective.

For more information, see the section “Management’s Discussion And Analysis Of Operating Results And Financial Condition” in this document.

Tax Consequences of the Merger

We believe the Merger will not generate tax liability for our shareholders. Under Mexican law, a merger is tax-neutral for federal purposes if the merging and merged companies are Mexican tax residents and the merging company: (i) files a notice with Mexican tax authorities, (ii) files the merged entity’s annual return for the merger year, and (iii) continues the merged companies’ and merging company’s activities for at least one year following the merger. Assuming GAP complies with these requirements, it is expected that the Merger would have no federal tax consequences in Mexico.

EACH SHAREHOLDER SHOULD CONSULT WITH THEIR OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE MERGER UNDER APPLICABLE LAWS IN MEXICO AND YOUR COUNTRY OF RESIDENCE OR CITIZENSHIP.

SEC Disclosure Standards

If the transaction described in this Information Statement were subject to comprehensive regulation by the U.S. Securities and Exchange Commission regulation, which it is not because GAP is a foreign private issuer exempt from certain U.S. proxy rules, it would be governed by business combination disclosure requirements under the Securities Exchange Act of 1934, as amended. Specifically, if GAP were required to file a proxy statement under Section 14(a) of the Exchange Act and the rules promulgated thereunder, the disclosure requirements of Regulation M-A would apply. Under Item 1005 of Regulation M-A (17 C.F.R. § 229.1005), GAP would be required to disclose any contacts, transactions, negotiations or arrangements between GAP and its management, directors or affiliates regarding the transaction, as well as any agreements, arrangements or understandings with respect to the securities that are the subject of the transaction.

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Cross Border Xpress Project

CBX is a “landside” terminal located in San Diego, California. It connects to Tijuana International Airport in Mexico via a 120-meter pedestrian bridge. The bridge is exclusively for passengers traveling through Tijuana International Airport. CBX provides fast, comfortable, and secure border crossing without requiring passengers to leave the airport facilities. CBX is currently the main entry point for Mexicans traveling by air from locations in Mexico to California, United States. Under U.S. law, CBX is designated as part of the San Ysidro Port of Entry. CBX began operations in 2015 and served, during the years ended December 31, 2022, 2023, and 2024, respectively, 4.1 million, 4.3 million, and 4.0 million passengers, respectively. We believe CBX represents an ideal consolidation opportunity that will drive our next growth phase. We have long identified CBX as a complement to our business model with attributes aligned to our strategic objectives. This asset represents a strategic platform facilitating connectivity between Mexico and the United States, an area where we have identified significant growth potential. We believe integrating CBX will strengthen our operational infrastructure and provide a privileged position in the international logistics and passenger transport sector.

Since late 2015, CBX has operated as an international terminal driving economic growth and tourism in the binational region of California and Baja California and contributes significantly to connectivity between Mexico and the United States. Through CBX, travelers can move between the two countries in minutes, avoiding long waiting times typically experienced at traditional border crossings. This benefits travelers who need to move quickly between countries for business, tourism, or medical reasons.

CBX was created with the objective of improving and optimizing the crossing of people at the northern border between the United States and Mexico. In the United States, the “landside” terminal connects to a point where immigration authorities allow entry into or exit from the country. In Mexico, the corresponding section connects to the Tijuana Airport facilities where immigration authorities allow entry into or exit from the country. CBX allows passengers arriving at the Tijuana Airport on domestic or international flights to cross into the United States without leaving airport facilities. It also allows passengers from the United States to enter Tijuana Airport directly to take domestic or international flights.

CBX’s inauguration in December 2015 followed more than two decades of exploration. Various factors and circumstances in different political and economic contexts impacted the project’s development. Since the late 1980s, stakeholders have been concerned about facilitating cross-border travel and enhancing Tijuana Airport’s location on the U.S. border. Over time, various projects were explored, including cross-border crossings and a binational airport.

For almost 25 years, stakeholders perceived an opportunity to facilitate cross-border crossings. This would allow passengers from Tijuana and San Diego to easily connect to different domestic and international flights and destinations. Various private actors and government agencies in both the United States and Mexico explored taking advantage of Tijuana Airport’s location and natural traffic to and from the United States. In the 2000s, GAP was intermittently interested in different phases of a potential project. At that time, the current Mexican partners had no interest in AMP.

In the mid-2000s, a group of Mexican investors renewed interest in developing a border crossing. Some of these investors were advisors and/or shareholders of GAP, including Eduardo Sánchez Navarro, Juan Gallardo Thurlow, Laura Diez-Barroso, and Carlos Laviada, became minority shareholders in AMP and re-expressed their interest in developing the project.

Following the refusal of GAP’s Board of Directors, which in 2006 decided not to participate in the project, and given the need to acquire the land, the investors chose to take the risk. Thus, the group of investors obtained a waiver from GAP’s Board of Directors and, in collaboration with Equity Group Investments, a Chicago-based entity, began developing the border crossing.

Construction began in June 2014. The project required approximately seven years of managing permits, consents, approvals, diplomatic exchanges, and consensus building. This involved collaboration and joint efforts from the governments of Mexico and the United States.

After extensive management efforts and consensus building, in the summer of 2010, the United States granted the presidential permit to build and operate CBX. This permission may be terminated or modified at any time at the discretion of the U.S. Secretary of State. The permit does not have a specific expiration date.

Obtaining the presidential permit required additional permits, consents, support and approvals from various agencies in both countries. These included the Mexican Ministry of Infrastructure, Communications, and Transportation, the Mexican Ministry of the Interior, the U.S. Department of State, the Port of San Ysidro, and U.S. Customs and Border Protection (CBP), as well as local and municipal consensus. CBX currently has a Presidential Permit from the United States titled “Presidential Permit Authorizing the Construction, Operation, and Maintenance of the San Diego-Tijuana Airport Cross Border Facility Near San Diego, California, at the International Boundary Between the United States and Mexico.” CBX also has CBP approval to provide inspection services. OTV, as the CBX facilities operator, must reimburse CBP for expenses incurred, including salaries and expenses of officers providing immigration services at CBX. In Mexico, on March 19, 2013, the then Ministry of Communications and Transportation granted the Tijuana Airport concessionaire a permit (renewed in 2014) authorizing construction of an aerial crossing called the Otay-Tijuana Cross Border Facility. At the end of 2015, the Ministry of the Interior established the Tijuana-San Diego Airport Pedestrian Connection as a place for international passenger transit. This designation considered that the connection aims to facilitate entry for people coming from the United States to board flights at General Abelardo L. Rodríguez International Airport in Tijuana, Baja California, and to facilitate departure to the United States for people arriving on flights to the aforementioned international airport. In the United States, in early 2015, the Port of Entry in San Ysidro, California, was expanded to include CBX.

In its first year of operation, CBX served over one million passengers, and recently, in 2025 as it celebrated its ninth anniversary, reached 25 million passengers who crossed between Mexico and California. In 2024, approximately 4 million passengers used CBX.

The CBX project is maintained through OTV. Through the Merger, 75% of the interest in that entity would be integrated into GAP. As a corollary to the Merger, GAP intends to acquire the remaining 25% in an ancillary transaction. This acquisition, which includes certain adjacent assets, will be carried out subject to the effectiveness of the Merger.

CBX Project Management: The project is managed on a day-to-day basis by six executives led by General Manager Jorge Goyortua. It has approximately 130 employees and 75 external staff. The project contracts third-party services such as cleaning and security.

Opportunities for expansion and diversification: We estimate that CBX has opportunities for growth and diversification through businesses such as rental spaces, transportation, hotels, convention centers, and others, especially considering that the project has approximately 60 acres of adjacent land reserves.

For informational purposes, below is a summary of CBX passenger statistics from 2016 to September 30, 2025, reflecting its growth rate:

For informational purposes, below is a summary of CBX’s results for the years ended December 31, 2023, and December 31, 2024, as well as the interim nine-month periods ended September 30, 2024, and September 30, 2025:

Operating Results

Total revenue

Total revenues for the nine-month period ended September 30, 2025, and the same period in 2024 were US$112.8 million and US$104.8 million, respectively. The increase reflects a 0.9% rise in CBX users, equal to 27.8 thousand additional users, and the Company’s pricing strategy, which led to an increase in the average ticket price from US$24.5 to US$27.0, or 10.3%. Other revenues remained broadly in line with 2024 levels.

Total revenues for the year ended December 31, 2024, and the same period in 2023 were US$143.1 million and US$150.0 million, respectively. The decrease is mainly attributable to a 5.6% decline in CBX users, equivalent to 239.4 thousand fewer users, which reduced ticket-crossing revenues by US$5.7 million. In addition, parking revenues decreased by US$1.3 million due to the same reduction in bridge users.

Operating costs

Total operating costs and expenses for the nine-month period ended September 30, 2025, and the same period in 2024 were US$37.3 million and US$36.4 million, respectively. The increase reflects US$0.5 million in additional maintenance costs and US$0.3 million in other operating expenses.

Total operating costs and expenses for the year ended December 31, 2024, and the same period in 2023 were US$49.5 million and US$47.8 million, respectively. This increase was driven primarily by a US$1.3 million, or 11.5%, rise in CBP-related costs and a US$1.3 million, or 9.4%, increase in personnel expenses.

EBITDA and EBDITA Margin.

EBITDA for the nine-month period ended September 30, 2025, and the same period in 2024 was US$75.5 million and US$68.4 million, respectively. The increase is mainly explained by the US$8.2 million rise in CBX crossing revenues, partially offset by a US$0.9 million increase in operating costs.

EBITDA for the year ended December 31, 2024, and the same period in 2023 was US$93.6 million and US$102.2 million, respectively. The EBITDA margin decreased from 68.1% in 2023 to 65.4% in 2024. This decline reflects the reduction in users and revenues and the increase in costs and expenses described above.

The information in this Information Statement relating to parties other than GAP is not the responsibility of GAP, as it is based on data provided by the merged entities or data provided by the relevant parties for purposes of the preparation of this Information Statement.

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Technical Assistance Services and Technology Transfer

The technical assistance and technology transfer services provided to GAP’s 12 airports in Mexico (Aguascalientes, El Bajío, Guadalajara, Hermosillo, La Paz, Los Mochis, Manzanillo, Mexicali, Morelia, Puerto Vallarta, San José del Cabo, and Tijuana) are intrinsically linked to the privatization of Mexico’s airport industry. In the 1990s, the Mexican airport system began opening to private investment. Thus, in April 1995, the Inter-Secretarial Commission for Divestiture was created, and in February 1998, the General Guidelines for Opening the Mexican Airport System to Investment were published. These guidelines formed four regional groups of airports previously administered by the Mexican government. GAP is one of these groups, consisting of twelve airports mentioned above.

The objective of the process outlined in these guidelines was to open the airport network to private investment, with the purpose of preserving, modernizing, and expanding airport infrastructure; raising safety and efficiency levels; improving airport quality, complementary, and commercial services, ensuring they were provided competitively and without discrimination for the benefit of users; fostering regional development of the airline and airport industry; and ensuring the continuity of airport operations. The privatization involved selling shares of each airport group’s holding company in stages: (i) first to a strategic partner through public tender, and (ii) then through one or more public offerings.

On February 25, 1999, the then Mexican Ministry of Communications and Transportation published the call for bids to acquire GAP shares. This call established specific obligations for the strategic partner: (i) participate in promoting and developing operational, financial, commercial, and marketing areas under modern airport concepts; (ii) transfer technology to the controlling company and concessionary companies, and train their personnel; (iii) participate in reviewing and updating the master development program for each airport; and (iv) support public offerings of the controlling company’s shares.

Technical assistance and technology transfer services have been part of GAP since privatization. In 1999, GAP, its airports, SIAP, AMP, and their then shareholders entered into a participation agreement with the Federal Government of Mexico, Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, Banco Nacional de Comercio Exterior, S.N.C., and the government agency Aeropuertos y Servicios Auxiliares, which established the operational framework for privatization. Within this framework, GAP, SIAP, the airports, and AMP entered into the Technical Assistance Agreement on August 25, 1999. Under this agreement, GAP receives necessary technical assistance and technology transfer services from AMP as strategic partner in exchange for an annual fee. Although the participation agreement is no longer in force, technical assistance and technology transfer services continue to support GAP’s airport operations and growth.

Under the Technical Assistance Agreement, AMP provides various services to the airport group and its subsidiaries. SIAP pays AMP an annual fee for these services. The annual fee is fixed at four million dollars, adjusted annually for U.S. inflation since August 25, 2000. The fee also includes a component calculated as 5% of GAP’s consolidated operating results from Mexican airports (calculated before deducting the technical assistance fee and depreciation and amortization, in accordance with Mexican Financial Reporting Standards), if this exceeds the four million dollar base. AMP is also entitled to reimbursement of expenses incurred in connection with the services provided.

In 2022, 2023, and 2024, SIAP paid AMP technical assistance fees of $756.6 million pesos, $851.3 million pesos, and $845.2 million pesos, respectively.

Since GAP’s privatization, AMP has been GAP’s strategic partner. Through the Technical Assistance Agreement, AMP provides airports with expertise in aviation sector operations and strategies to increase aviation and non-aviation revenues. AMP also provides industry relationships and assistance in negotiating the five-year master development program.

AMP provides training and assistance for administering GAP’s airports on behalf of SIAP and the airport concessions for the airports of Aguascalientes, Bajío, Guadalajara, Hermosillo, La Paz, Los Mochis, Manzanillo, Mexicali, Morelia, Puerto Vallarta, San José del Cabo, and Tijuana. These services are necessary for proper operation, administration, and planning of GAP’s airports. AMP also supports the group’s administration by selecting qualified personnel to be hired by SIAP, and providing technical assistance and technical information to the group, through SIAP, so that SIAP can supervise, direct, and control the operations of GAP’s assigned airports, as well as the administration, maintenance, and promotion of services provided at each airport.

AMP also provides technical knowledge that includes inventions, trade secrets, procedures, studies, methods, experience, and information related to the provision of airport and commercial services, as well as business management, over which AMP or its shareholders have disposal rights and which are necessary to carry out the proper operation, administration, and planning of GAP’s assigned airports, in order to implement solutions such as the development and adaptation of administrative and operational procedures, preparation of manuals, and training of personnel in any aspect related to the operation, administration, and planning of the airports assigned to GAP. This includes, without limitation, policies, strategies, and business plans; operating systems; financial control systems; marketing and commercialization systems; non-aeronautical activities; strategic planning; financial projections; air traffic forecasts; projections of required investments; preparation, advice on pricing strategy, and development of the master development plan; training; quality control; computer systems; and security procedures.

AMP also provides, under the agreement, consulting services related to the optimal application of such technical knowledge. AMP provides consulting and assistance in connection with operational methods and systems that form part of the technical knowledge it provides, developed to implement, make more efficient, or improve practices that include, without limitation, air traffic forecasting; capacity improvements; security; environmental aspects; planning and technical services; information consistent with international practices; and assistance to implement its pricing strategy for the airport services offered by each airport. AMP also provides information and assistance for establishing accounting, financial, administrative, and operational control systems for the management of GAP’s assigned airports, consistent with international practice; manuals and assistance for airport maintenance, operation, security, and surveillance; information consistent with international practice regarding labor policies; assistance and information for training programs; assistance and training for the preparation of each master development plan and advice on pricing strategy, including technical information and financial, feasibility, and economic studies; and, in general, assistance and information relating to the management of airport properties and projects assigned to GAP, as well as the development of such airports, risk management, insurance placement, and audit performance. In providing its services, the service provider must ensure that each airport complies with the operating parameters established in its respective concession.

As part of the technology transfer, GAP’s airports benefit from intellectual property and software. The Technical Assistance Agreement includes exclusive licenses in Mexico for using technical information and expertise. It also provides that in the event of termination of the agreement, the service provider will grant an indefinite exclusive license over the information and know-how provided during its term.

More than two decades have passed since SIAP and consequently GAP’s airports began receiving technical assistance and technology transfer services. These services have been essential for airport operations, growth, and value maximization. We now consider that GAP has reached a level of maturity that allows it to internalize these services and continue providing them internally on a consolidated basis.

This transaction supports continuity in the operational excellence of GAP’s airports, while fostering greater agility, accountability, and retention of institutional knowledge. Over time, GAP expects to build a self-sustainable cycle of internal expertise development, reducing dependance on external entities and incorporating critical capabilities within the organization.

AMP is owned 66.6% by Controladora Mexicana de Aeropuertos, S.A. de C.V., a company to be merged into GAP, and 33.3% by Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal. Controladora Mexicana de Aeropuertos, S.A. de C.V. is owned 50% by Promotora Aeronáutica del Pacifico, S.A. de C.V. and 50% by PAL Aeropuertos, S. de R.L. de C.V. These companies would also merge into GAP, and the current direct and indirect shareholders of the merged companies would receive GAP shares.

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GOVERNMENT AUTHORIZATIONS

Government Authorizations in Mexico

Except for the approvals of the Extraordinary General Shareholders’ Meeting of GAP and the shareholders of the Merged Companies, no material third-party authorizations are expected to be required in Mexico.

Regulatory Approvals in the United States

In the United States we submitted: (i) the notification under the Hart-Scott-Rodino Act (HSR), for which the waiting period has already expired without additional requests, and (ii) the notification to the Committee on Foreign Investment in the United States (CFIUS), which remains under review.

Furthermore, although no formal prior approval is required under the United States Presidential Permit Authorizing the Construction, Operation, and Maintenance of the San Diego-Tijuana Airport Cross Border Facility Near San Diego, California, at the International Boundary Between the United States and Mexico, or from the US Customs and Border Protection Agency (CBP), friendly communications have been held with the competent authorities in the United States, and, in accordance with the terms of the permit the relevant notice will be delivered on the effective date of the Merger.

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BACKGROUND AND PREVIOUS CORPORATE ACTIONS

GAP’s management regularly evaluates strategic opportunities for growth and development. For some time now, management has considered the possibility of integrating the CBX project to its operations. Likewise, some time now, management, together with its external advisors, has intermittently reviewed the possibility of internalizing the advisory and technology transfer services that, to date and since its listing on public markets, AMP has provided as its strategic partner.

Recently, management embarked on a comprehensive strategic initiative for the renewal, growth, and evolution of the Company for the next five years, GAP 2.0. This initiative aims to adjust GAP’s business model to current market conditions in Mexico and globally and drive growth and evolution. The primary objective is to maximize value for all its shareholders and stakeholders while diversifying to mitigate risks. In this context of optimizing the current business and analyzing possible new projects, management resumed the initiative to actively explore internalizing the technical advisory and technology transfer services that we currently receive on an outsourced basis. Management also considered exploring the integration of the CBX project, estimating that this project is an ideal complement to our business, consistent with our medium- and long-term strategy and our launch into a new, improved and renewed phase.

In November 2024, management discussed preliminary concepts with external advisors. On December 10, 2024, management presented the initiative to GAP’s Board of Directors as part of the next five years, GAP 2.0 strategic plan. During the Board meeting, individuals with potential relationships or interests in the Company or the projects abstained from participating in discussions and voting. The Board noted that in 2006, GAP’s Board of Directors had decided not to participate in it, as it deemed it as a high-risk endeavor based on the cost of the land and the lack of certain governmental authorizations required to operate as a border crossing facility. It was recalled that at that Board meeting, consent was granted for certain partners—who at the time were minority partners of the strategic partner, AMP (some of whom are members of GAP’s Board of Directors and direct or indirect shareholders of GAP)—to personally assume the risk, following a waiver. However, GAP’s current Board of Directors considered that, as of today, the CBX project has proven not only its viability but also its success, and that management views it as complementary to GAP’s business model and a key driver in its new strategic phase, GAP 2.0.

Following extensive deliberations, the GAP’s Board of Directors resolved that the Audit and Corporate Practices Committee would lead the analysis and potential completion of these transactions. This committee is composed exclusively of independent members with no connection to the proposed projects. The Board empowered the Audit and Corporate Practices Committee to analyze the projects and, if appropriate, lead negotiations with the owners of the entities to be internalized. If satisfactory agreements in principle were reached, an advanced proposal would be presented to the Board of Directors. If the Board considered the proposal viable, it would be presented to the shareholders’ meeting for approval. The Board directed the Audit and Corporate Practices Committee to conduct reasonable review of the potential integration prior to its presentation to the Company’s shareholders’ meeting, if applicable; supervise potential conflicts of interest and retain authority to reject any transaction deemed inconsistent with the Company’s and shareholders’ interests.

On December 13, 2024, the Audit and Corporate Practices Committee met. This committee consists of Messrs. Carlos Cárdenas Guzmán, Ángel Losada Moreno, and Joaquín Vargas Guajardo, all independent directors, and reinforced by the attendance of Ms. Alejandra Palacios Prieto and Mr. Luis Tellez Kuenzler, also independent directors, as invited guests. Management presented the initiative to the members of the Audit and Corporate Practices Committee. After extensive deliberations, this committee expressed interest in the proposal but determined that more in-depth analysis was necessary before presenting the Merger to the Board of Directors. The Audit and Corporate Practices Committee decided to engage independent external advisors with recognized expertise in legal, financial, tax, and accounting matters. The initiative was also reported to GAP’s operating committee, which received it favorably. On January 21, 2025, the Audit and Corporate Practices Committee approved and ratified the engagement of Morgan Stanley & Co. LLC and/or its affiliates, Galaz Yamazaki Ruiz Urquiza S.C. (member of Deloitte Touche Tohmatsu Limited in Mexico), Bufete Robles Miaja, S.C., and Cleary Gottlieb Steen & Hamilton LLP. The Audit and Corporate Practices Committee determined these advisors presented the best comprehensive proposals and their experience and credentials provided a solid foundation for credibility and capability for this project.

Between January and April 2025, GAP and its independent external advisors analyzed the potential viability of the internalizations and held preliminary meetings with advisors representing the owners of the businesses under consideration. These discussions explored appetite for the transaction, facilitated information flow to GAP, and established groundwork for exploring potential operating structures.

Beginning in May 2025, information flows commenced that allowed GAP’s management and advisors to conduct preliminary analysis and formulate reasonable value estimates. On June 16, 2025, management, supported by Morgan Stanley & Co. LLC as independent financial expert, presented potential premises, methodologies, and parameters to the Audit and Corporate Practices Committee for initiating value discussions with the owners of the companies to be merged and their advisors. This committee was reinforced with additional independent advisors. After extensive deliberations, the Audit and Corporate Practices Committee considered the presented premises and parameters reasonable for initiating discussions and exploring appetite. Beginning July 18, 2025, substantive discussions and negotiations commenced with the owners of the companies, supported by their advisors, under the leadership and supervision of the Audit and Corporate Practices Committee.

After several iterations and exchanges, on July 21, 2025, management, supported by Morgan Stanley & Co. LLC as independent external financial advisor, presented a potential understanding framework to the Audit and Corporate Practices Committee. This committee was strengthened by the invitation of two additional independent members, Ms. Alejandra Palacios Prieto and Mr. Luis Tellez Kuenzler. The framework incorporated feedback from various interactions with the owners of the companies and their advisors. After extensive deliberations and questions to management and independent external advisors including Morgan Stanley & Co. LLC, Bufete Robles Miaja, S.C., and Cleary Gottlieb Steen & Hamilton LLP, the Audit and Corporate Practices Committee determined the potential understanding framework was reasonable to present to the Company’s Board of Directors.

On July 21, 2025, the potential understanding framework was presented to the Board of Directors. Directors who could potentially have ties to the Company and/or proposed Merger abstained from attending to avoid potential conflicts of interest. The Board was informed that the Audit and Corporate Practices Committee had previously determined the framework terms were reasonable for Board consideration. After extensive deliberations, with support from management and independent external advisors including Morgan Stanley & Co. LLC, Bufete Robles Miaja, S.C., and Cleary Gottlieb Steen & Hamilton LLP, the Board of Directors determined the potential understanding proposal was reasonable to present to the owners of the companies subject to the potential business combination.

After additional iterations and exchanges, on August 13, 2025, under the leadership of the Audit and Corporate Practices Committee, an understanding was reached with the owners of the companies to be merged into GAP regarding the substantive terms of a potential transaction. The aforementioned interactions and exchanges included, without limitation, various conversations between GAP’s financial advisors and the financial advisors of the owners of the companies regarding basic value assumptions and considerations. The process included exchange of at least two proposals and counterproposals on July 11 and July 15, and various exchanges and iterations until August 13, when the understanding was reached.

On October 24, 2025, management, supported by external financial and legal advisors, presented transaction progress to the Audit and Corporate Practices Committee, which was strengthened by additional independent members. Independent external advisors presented their perspectives, principal risks, and other considerations from their respective areas of expertise. After extensive deliberations and questions to management and independent external advisors, the Audit and Corporate Practices Committee determined the potential transaction terms were reasonable to present to the Company’s Board of Directors so that, if the Board also considered them reasonable, they could be presented to GAP’s shareholders for their independent decision on the Merger.

On October 24, 2025, management, with the support of independent legal and financial advisors, presented the proposed terms of the Merger to the Board of Directors at a meeting in which directors with a possible relationship with the Company and/or the potential Merger were not present. The Board of Directors was informed that the Audit and Corporate Practices Committee had previously considered the terms of the potential Merger to be reasonable for presentation to the Company's Board of Directors. After extensive deliberations, the Board of Directors resolved to present the Merger initiative to the Company's shareholders and to allow those shareholders to decide freely on the Merger. The Board emphasized that shareholders should be provided with comprehensive information to make informed and independent decisions regarding the proposed transaction.

On November 3, 2025, Morgan Stanley & Co. LLC. issued its written fairness opinion stating that the Merger is reasonable from a financial point of view, which is attached to this Information Statement as Annex 5 “Fairness Opinion”.

On November 3, 2025, GAP, the Merged Companies, and their respective owners reached an understanding to enter into the merger agreement, in accordance with the material terms attached as ‎Annex 3 “Form of Merger Agreement” to this Information Statement, subject, among other conditions, to approval by GAP’s shareholders.

On November 3, 2025, GAP issued a relevant event which is partially transcribed as follows:

GRUPO AEROPORTUARIO DEL PACÍFICO

PROPOSES TO ITS SHAREHOLDERS THE BUSINESS COMBINATION OF THE CROSS BORDER XPRESS AND THE TECHNICAL ASSISTANCE SERVICES

Guadalajara, Jalisco, Mexico, November 3, 2025 - Grupo Aeroportuario del Pacífico, S.A.B. de C.V., (NYSE: PAC; BMV: GAP) (“GAP”) announces that its Board of Directors has decided to propose to our shareholders the combination of the following businesses: (i) the provision of technical assistance and technology transfer services, which have been outsourced by our strategic partner since the beginning of our operations and which we consider essential for the efficient operation of our airports; and (ii) Cross Border Xpress (“CBX”), a “landside” terminal building located in San Diego, California, which connects to the Tijuana International Airport via a pedestrian bridge, allowing for a fast, comfortable, and safe border crossing. This business combination would be carried out through the merger of various entities within GAP, including, among others, Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (AMP), our current strategic partner.

With regard to the internalization of specialized technical assistance and technology transfer services, this represents a significant step in GAP’s strategy to strengthen its profitability and operational autonomy. Under the new structure, GAP’s management would assume full responsibility for the technical assistance and technology transfer functions that were previously provided by our strategic partner, in order to continue delivering them to the airports. This transition would support continuity in the operational excellence of GAP’s airports, while promoting greater agility, accountability, and retention of institutional knowledge. Over time, GAP hopes to build a self-sustaining cycle of internal expertise development, which could reduce dependence on external entities and incorporating critical capabilities within the organization.

As for CBX, it is a landside terminal located in San Diego, California, adjacent to the Mexican border and connected to the Tijuana International Airport via a pedestrian bridge. The CBX began operations in December 2015 and is for the exclusive use of passengers arriving at and departing from the Tijuana International Airport who have a boarding pass, making it a fast, convenient, and secure border crossing without needing to leave the airport. Currently, the CBX is the main point of entry for Mexicans traveling by air from Mexico to Southern California and vice versa. The CBX has been designated part of the U.S. Port of Entry in San Ysidro, California, under the laws of the United States of America.

During 2024 and the first nine months of 2025, the CBX was used by approximately 4.0 million and 3.0 million passengers, respectively. During the same period, it generated EBITDA of approximately US$94 million and US$75 million, respectively.

Among the rationales for the CBX business combination are geographic and currency diversification, the historical performance of the business, its capacity for future growth, a business without mandatory investment commitments and high cash generation. In addition, it is important to note that the real estate on which the CBX business is based is privately owned and has a presidential permit for its operation that has no defined term, among other factors.

It is worth mentioning that the CBX has been the main growth factor for the Tijuana International Airport, which went from 4.9 million passengers in 2015 to 12.6 million passengers in 2024, generating a compound annual growth rate of 11.1%. The proportion of airport passengers who used the CBX to cross into and out of the United States of America during 2024 and the first nine months of 2025 was 32.3% and 31.5%, respectively, representing a key infrastructure for the Tijuana International Airport and its future growth. Additionally, Tijuana represents the second most important route in our airport network, behind only Mexico City. Certain of the merging entities hold 75.0% of CBX’s equity, so if the merger becomes effective, GAP would acquire the remaining 25.0% from a third party.

The decision by GAP’s Board of Directors to submit this proposal to our shareholders for approval is based on an initiative by GAP’s management and was supported by the Audit and Corporate Practices Committee, which, in turn, was supported by Morgan Stanley & Co. LLC., Galaz Yamazaki Ruiz Urquiza, S.C. (member of Deloitte, Touche Tohmatsu Limited in Mexico), Cleary Gottlieb Steen & Hamilton LLP, and Bufete Robles Miaja, S.C., as independent external financial and legal advisors.

This proposal is part of a comprehensive development, growth, and diversification plan that seeks to advance the Company to the next level. This plan seeks to benefit all our shareholders and stakeholders. The substantive terms will be outlined in the information statement, the final version of which will be made available shortly once GAP's Extraordinary General Shareholders’ Meeting is convened, to support shareholders in their decision-making process.

As a result of this business combination, subject to approval by our shareholders, we expect to issue and put into circulation approximately 90 million net new shares representing our capital stock, in addition to the capital stock currently outstanding, on the terms described in the referenced information statement.

Additionally, as part of this transaction, GAP would expect to assume, on the date the transaction becomes effective, cash and cash equivalents of US$290 million and financial debt of approximately US$74 million.

GAP and its Board of Directors believe that our shareholders should make informed decisions freely and without coercion. Consistent with our historical practice, we respect and will respect the will of our shareholders as expressed in accordance with applicable law and our bylaws. The information statement will be available on the following websites: for the BMV (www.bmv.com.mx), for the SEC (www.sec.gov), respectively, or on GAP’s corporate website at www.aeropuertosgap.com.mx on the “Investors” section. For more information, please see the informational materials available at https://www.aeropuertosgap.com.mx/files/IntegrationCBXandTAA.

GAP voluntarily adheres to high standards of corporate governance. In developing and presenting this initiative, parties with potential relationships to the Company and/or the Merger abstained from participating in the Company’s analysis processes. The decision regarding the Merger will be made by GAP’s shareholders in an informed, independent, and uncoerced manner at an Extraordinary General Shareholders’ Meeting. The analysis and vigorous negotiation processes with the owners of the entities to be merged were led by the Audit and Corporate Practices Committee, composed exclusively of independent directors with proven experience and professionalism, maintaining authority to reject the Merger if deemed inconsistent with the interests of the Company and all its shareholders.

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PARTIES TO THE TRANSACTION

The Merger involves the internalization of the technical assistance and technology transfer services business and the integration of the CBX project.

Consequently, the parties involved in the Merger would be: (i) GAP, as the surviving merging company; (ii) each of the Merged Companies; and (iii) the individuals and legal entities that own the Merged Companies and would receive shares representing GAP’s capital stock. These include Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal, the PAL Shareholders, and the PAP Shareholders.

Although the aforementioned individuals and entities have relationships with GAP and/or the Merged Companies, GAP does not consider the Merger to be a transaction that GAP “enters into” with a related party. The Merger would be a corporate event in which GAP would be the subject, but not the counterparty. Although the Merger involves parties that may be considered “related,” it is not a transaction between related parties vis-à-vis GAP as the merging company. GAP would not agree to the terms of the Merger. These would be agreed upon by GAP’s shareholders and the shareholders of the companies to be merged. In fact, GAP would have no authority to block or reject its shareholders’ decision. This is similar to what happens in a capital increase. Nonetheless, GAP has chosen to apply strict standards to avoid perceptions of conflicts of interest, and consistent with its corporate culture, to ensure proper governance in the process leading to the presentation of the proposal to GAP’s shareholders. In this regard, the management proposal was presented by management to our Audit and Corporate Practices Committee, composed exclusively of independent members and strengthened by the invitation of two additional independent members with proven professionalism and experience. The Audit and Corporate Practices Committee was advised by independent external advisors Morgan Stanley & Co. LLC, Galaz Yamazaki Ruiz Urquiza S.C. (member of Deloitte, Touche Tohmatsu Limited in México), Bufete Robles Miaja, S.C., and Cleary Gottlieb Steen & Hamilton LLP. The proposal was also presented to the full Board of Directors, with members who could be considered related to the potential Merger abstaining from deliberation, voting, and attendance.

Furthermore, the Audit and Corporate Practices Committee, strengthened by the invitation of additional independent members, led and supervised a rigorous analysis and negotiations with the owners of the Merged Entities, maintaining at all times the authority to reject any potential transaction.

GAP

Name of the Issuer

Grupo Aeroportuario del Pacífico, S.A.B. de C.V., as the merging company, which would survive, of the Merged Companies, which would be dissolved.

Business Description.

History and Development

GAP is a publicly traded corporation with variable capital incorporated in Mexico City on June 25, 1998, under Mexican law. Its corporate name is Grupo Aeroportuario del Pacífico, S.A.B. de C.V., and it has a term of 100 years.

GAP holds concessions to operate, maintain, and develop twelve international airports in central and Pacific Mexico and two international airports in Jamaica. As the operator of its concessions, the Issuer charges specific fees to airlines, passengers, and other users for the use of airport facilities. The Issuer also collects rent and obtains other income from commercial activities carried out at the airports, such as the leasing of space to restaurants and convenience stores, parking, advertising, among others.

Each Mexican concession is valid for 50 years from November 1, 1998. The concessions may be renewed for up to an additional 50 years under certain circumstances.

The Spanish company DCA, a subsidiary of GAP, holds a 74.5% stake in MBJA. MBJA has the concession to operate Sangster International Airport in Montego Bay, Jamaica under a 30-year concession that began on April 12, 2003, which does not include extension provisions.

On October 10, 2018, GAP signed a concession agreement with the Government of Jamaica to operate Norman Manley International Airport (NMIA) in Kingston, Jamaica. The concession is for 25 years with a possible 5-year extension. GAP began operating NMIA on October 10, 2019.

On September 27, 2023, GAP acquired 100% of Inmuebles Especializados Matrix, S.A. de C.V. This company is dedicated to the subleasing of cargo operation areas, hangars, and operational areas at Tijuana Airport.

GAP incorporated Guadalajara World Trade Center, S.A. de C.V. as a subsidiary on July 1, 2024, the date on which control of the company was assumed. This company operates seven subsidiaries that handle, store, and provide custody services for international trade goods in bonded warehouses at Guadalajara Airport and Puebla Airport. For the period from January to December 2024, this business generated 3.9% of total revenue and represents 0.9% of GAP’s assets.

GAP’s main offices are located at Avenida Mariano Otero No. 1249 Torre Pacífico, Piso 6, Colonia Rinconada del Bosque, C.P. 44530, Guadalajara, Jalisco, Mexico. GAP’s telephone number is (33) 3880-1100.

Additional information is available in our Annual Report and Quarterly Report, which are incorporated by reference into this Information Statement. These documents are available at www.bmv.com.mx and on the Issuer’s website at https://www.aeropuertosgap.com.mx/es/.

Recent Developments and Events.

Information regarding recent developments is available in our Annual Report and Quarterly Report, which are incorporated by reference into this Information Statement. These documents are available at www.bmv.com.mx and on the Issuer’s website at https://www.aeropuertosgap.com.mx/es/.

Capital Structure.

Information regarding our capital structure is available in our Annual Report and Quarterly Report, which are incorporated by reference into this Information Statement. These documents are available at www.bmv.com.mx and on the Issuer’s website at https://www.aeropuertosgap.com.mx/es/.

Significant Changes since the Last Quarterly Report.

Information regarding significant changes since our last quarterly report is available in our Annual Report, Quarterly Report, and relevant events filings, which are incorporated by reference into this Information Statement. These documents are available at www.bmv.com.mx and on the Issuer’s website at https://www.aeropuertosgap.com.mx/es/.

Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (“AMP”)

In 1999, as part of the first stage in the process of opening Mexican airports to private investment, the Federal Government sold a 15% stake in GAP to AMP. AMP holds Series BB shares representing 15% of our capital stock. AMP holds 21,628,281 Series B shares and 75,791,619 Series BB shares, representing 19.3% of our total outstanding capital stock.

Since our inception as private airport group, AMP has provided management and advisory services transferring industry knowledge and technology related to airport operations. Under the Technical Assistance Agreement, the Issuer receives various services from AMP including operational and airport security advice, commercial project development guidance, and assistance with investment opportunities. AMP has supported GAP’s acquisitions of Montego Bay International Airport and Norman Manley International Airport in Jamaica, Inmuebles Especializados Matrix, S.A. de C.V., a company dedicated to the subleasing of cargo operation areas, hangars, and operational areas of the Tijuana Airport; and Guadalajara World Trade Center, S.A. de C.V., a group consisting of seven subsidiaries specializing in the handling, storage, and custody. The Guadalajara World Trade Center business generated 3.9% of total revenue and represents 0.9% of GAP’s assets for the period from January to December 2024. For more information on AMP’s services, see “Technical Assistance Services and Technology Transfer” in this document.

The current shareholders of AMP are Controladora Mexicana de Aeropuertos, S.A. de C.V., with 66.6%, and Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal, with 33.3%.

Controladora Mexicana de Aeropuertos, S.A. de C.V. (“CMA”)

Controladora Mexicana de Aeropuertos, S.A. de C.V. is a private company, 50% of which is owned by Pal Aeropuertos, S. de R.L. de C.V. and 50% of which is owned by Promotora Aeronáutica del Pacífico, S.A. de C.V.

CMA owns 66.6% of AMP. In accordance with the privatization guidelines published by the Mexican Federal Government during the first phase of the Company’s privatization, the strategic shareholder was required to have, among other characteristics, an Operating Partner and a Mexican Partner (referred to as key partners). CMA is AMP’s main Key Partner, acting as the Mexican Partner. In accordance with the privatization guidelines established by the Mexican government during the first phase of this privatization, which required strategic shareholders to have, among other characteristics, an “operating” partner and a “Mexican” partner (each referred to as a “key partner”), Controladora Mexicana de Aeropuertos, S.A. de C.V. is one of AMP’s two key partners, acting as the “Mexican” partner.

Promotora Aeronáutica del Pacífico, S.A. de C.V. (“PAP”)

Promotora Aeronáutica del Pacífico, S.A. de C.V. is a special purpose company that owns 50% of Controladora Mexicana de Aeropuertos, S.A. de C.V. Controladora Mexicana de Aeropuertos, S.A. de C.V. in turn owns 66.6% of AMP. AMP is owned by the shareholders of PAP.

PAL Aeropuertos, S. de R.L. (“PAL”)

PAL Aeropuertos, S. de R.L. de C.V. is a special purpose company that owns 50% of Controladora Mexicana de Aeropuertos, S.A. de C.V. PAL is owned by the PAL Shareholders.

Proyectos de Infraestructura Charter, S. de R.L. de C.V. (“Charter”)

Proyectos de Infraestructura Charter, S. de R.L. de C.V. is a private company that indirectly owns 37.5% of OTV, which owns the CBX project. The shareholders of PAP are the owners of Proyectos de Infraestructura Charter, S. de R.L. de C.V.

For more information regarding the CBX project, see “Cross Border Xpress Project” in this document.

Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal (“AENA”)

Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal, owns 33.33% of AMP. Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal owns 33.33% of the capital stock of AMP. Aena Desarrollo Internacional S.M.E., S.A., Sociedad Unipersonal is a Spanish state-owned company, a wholly owned subsidiary of AENA, S.M.E., S.A., the parent company of the Aena Group, of which 51% of the capital stock is owned by E.P.E. ENAIRE and the remaining 49% is listed on the Spanish stock market. AENA, S.M.E., S.A., operates 46 airports and two heliports in Spain and, through its subsidiary Aena Internacional, in addition to its stake in AMP, it owns 100% of the capital stock of two Brazilian concessionaire companies that operate 17 airports in Brazil and 51% of the capital stock of the concessionaire of London Luton Airport in the United Kingdom.

PAP Shareholders and PAL Shareholders

The PAP Shareholders and PAL Shareholders, who would receive shares representing the capital stock of GAP pursuant to the Merger, are current shareholders of GAP. Laura Diez-Barroso Azcárraga and Juan Gallardo Thurlow are Company directors. For additional information, see GAP’s Annual Report section “Administrators and Shareholders— Principal Shareholders,” available at www.aeropuertosgap.com.mx and the website of the Mexican Stock Exchange, S.A.B. de C.V. at www.bmv.com.mx.

Information in this Information Statement relating to parties other than GAP is not the responsibility of the Issuer, as it is based exclusively on public information or data provided by the relevant parties for purposes of the transaction and preparation of this Information Statement.

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QUESTIONS AND ANSWERS

At the upcoming Extraordinary General Shareholders’ Meeting of GAP, shareholders will be asked to approve, where appropriate, the business combination of (i) technical assistance and transfer services that have historically been outsourced to our strategic partner AMP since our inception as a private airport group and (ii) the CBX business, a “landside” terminal in San Diego, California connected to a border crossing with the international airport in Tijuana, Baja California, Mexico. This business combination will be carried out through the Merger as described in this Information Statement.

Our Board of Directors, following the recommendation of our Audit and Corporate Practices Committee, considered that the Merger terms merit presentation for consideration and approval by our Extraordinary General Shareholders’ Meeting. The Audit and Corporate Practices Committee consists exclusively of independent directors and was strengthened by the invitation of two additional independent members: Ms. Alejandra Palacios Prieto and Mr. Luis Tellez Kuenzler. The Board considered various factors, including the analysis work supported by external legal, financial, and accounting advisors, resolved to present the Merger to the Company's shareholders for their consideration and approval. Morgan Stanley & Co. LLC. issued a fairness opinion included herein as ‎Annex 5 “Fairness opinion”. For more information, see “Considerations of the Board of Directors” in this Information Statement.

The Merger is subject to approval by GAP’s Extraordinary General Shareholders’ Meeting and the corresponding merger agreement shall be executed, with the terms and conditions contained therein.

Under applicable law and our current bylaws, resolutions of the Extraordinary General Shareholders’ Meeting must be approved by more than 50% of the Company’s outstanding capital stock, considering that the Merger involves entities related to our main line of business.

If the Merger is not approved by the Extraordinary General Shareholders’ Meeting, GAP will continue operating under its current structure. The Merger would not occur, and, as a consequence, the ancillary transaction to acquire the 25% stake in CBX as described in this Information Statement would also not be carried out. GAP would therefore not internalize the technical assistance and technology transfer services nor integrate CBX into its business.

No. The Merger does not imply in a change of control of GAP. The resulting shareholding structure will maintain continuity in management and corporate control of the Company.

No. The Merger does not affect the rights granted by Series B or Series BB shares in any way. Each share series would retain its existing rights, and GAP’s capital structure would remain unchanged.

As described in this document, GAP’s management has continually considered the possibility of internalizing technical assistance and transfer services, which are currently outsourced to our strategic partner AMP. We believe that GAP will continue to grow and that we have reached sufficient maturity to provide these services internally. Therefore, we consider the moment of internalization to be optimal.

No. If the Merger is completed, GAP would provide technical assistance and technology transfer services to all of its airports for the benefit of its operations. These services are essential for airport operations and are an essential part of this proposal to our shareholders, which is that they be maintained, but from within GAP’s own perimeter.

No immediate changes are anticipated in GAP’s dividend policy as a direct result of the Merger. Any future changes will be evaluated by the Board of Directors based on the Company’s financial situation and growth prospects.

The number of shares proposed to be issued was considered reasonable by our Board of Directors, based on the recommendation of our Audit and Corporate Practices Committee. The committee's recommendation was based on analysis and proposals prepared by our management, supported by independent external financial advisors. The proposal was developed using multiple valuation methodologies and considering various endogenous and exogenous factors, without assigning particular weight to any of them, taking into consideration the analysis of Morgan Stanley & Co. LLC., as independent external financial advisors, as well as the negotiations of the parties. For more information, see “Shares to be issued by GAP” in this Information Statement.

Yes. A fairness opinion is attached as Annex 5 “Fairness opinion.” addressing the fairness of the shares to be delivered by GAP pursuant to the Merger. The opinion was issued on November 3, 2025, solely for use by the Audit and Corporate Practices Committee and Board of Directors in evaluating the Merger. It does not constitute a recommendation to shareholders on how to vote at the Extraordinary General Shareholders’ Meeting.

Yes. We expect that the internalization referred to in this document will create long-term value for all our shareholders. However, as a result of the Merger, GAP is expected to issue approximately 90 million new net shares to the current shareholders of the Merged Companies, subject to adjustments (approximately 187 million new shares will be issued, and approximately 97 million shares representing GAP’s capital stock will be received by GAP as part of the assets of the Merged Companies and subsequently cancelled as a result of the Merger). Upon the Merger becoming effective, we expect that the number of outstanding shares representing our capital stock will increase by approximately 18% and our current Series B shareholders will suffer dilution.

Considering that certain owners of the Merged Companies have relationships with GAP and/or the Merger, in line with our vision of transparency and respect to all our shareholders, we have taken, and will continue to take, measures to prevent even the mere perception of a conflict of interest. In that regard, the management proposal was presented to the Audit and Corporate Practices Committee, composed exclusively of independent members and strengthened by the invitation of two additional independent members with professionalism and proven experience. The Audit and Corporate Practices Committee was advised by independent external advisors: Morgan Stanley & Co. LLC, Galaz Yamazaki Ruiz Urquiza S.C. (member of Deloitte, Touche Tohmatsu Limited in México), Bufete Robles Miaja, S.C., and Cleary Gottlieb Steen & Hamilton LLP. The proposal was presented to the full Board of Directors, with potentially related members abstaining from deliberation and attendance.

The aforementioned committee, strengthened by the invitation of other independent members, led and supervised vigorous analysis and negotiations with the owners of the companies to be merged, maintaining, at all times, the ability to reject any potential transaction and the Merger proposal was presented to our shareholders so that they are the ones who freely and informedly decide to effectuate it.

Further, pursuant to Mexican law, a shareholder that in the Merger has a direct or indirect interest contrary to those of the Company shall not participate in any deliberation associated with the transaction.

AMP, our strategic partner, has resolved that at the upcoming Extraordinary General Shareholders’ Meeting, it will vote its shares in the same manner as the majority of the votes cast at such meeting.

In Mexico, except for the Extraordinary General Shareholders’ Meeting of the Company, and of the shareholders of the Merged Companies, we do not expect to require any material third-party consents.

In the United States we submitted (i) the notification under the Hart-Scott-Rodino Act (HSR), for which the waiting period expired without additional requests, and (ii) the notification to the Committee on Foreign Investment in the United States (CFIUS), which has been submitted and remains under review.

Furthermore, although no formal prior approval is required under the United States Presidential Permit Authorizing the Construction, Operation, and Maintenance of the San Diego-Tijuana Airport Cross Border Facility Near San Diego, California, at the International Boundary Between the United States and Mexico, or from the United States Customs and Border Protection (CBP), friendly communications have been held with the competent authorities in the United States, and, in accordance with the terms of the permit the relevant notice will be delivered on the effective date of the Merger.

Only shareholders who are registered as owners of one or more shares of the Company will be admitted to the Extraordinary General Shareholders’ Meeting of the Company, convened, among other things, to discuss the matters described in this Information Statement, provided that they have obtained the corresponding admission card, with said registration being closed for all purposes three (3) business days prior to the meeting date. To attend the Meeting, shareholders must: (i) deposit their share certificates or deposit certificates issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. or any other national or foreign financial institution, and (ii) brokerage firms and other depositors at Indeval must submit a list containing the name, address, nationality, and number of shares of the shareholders they will represent at the Meeting. Upon delivery of such documents, the Company shall issue shareholders an admission pass and/or deliver the forms that may be used to be represented at the Meeting pursuant to Article 49, Section III of the Mexican Securities Market Law. To attend the Meeting, shareholders must present the admission card and/or corresponding form. The shares deposited to be entitled to attend the Meeting will not be returned until after the Meeting has been held, upon delivery of the receipt issued to the shareholder or their representative. Shareholders may be represented at the Extraordinary General Shareholders’ Meeting by a person designated by the power of attorney signed before two (2) witnesses or by any other form of power of attorney granted in accordance with the law. However, with respect to shares representing the Company’s capital stock that are listed on a stock exchange, the proxy may only prove his or her identity by means of a power of attorney granted on forms prepared by the Company itself, which shall be made available to shareholders, including intermediaries in the securities market, during the period specified in Article 173 of the Mexican General Law of Commercial Companies. Information and documents related to meeting agenda items are available at the Company’s offices located at AV. Mariano Otero No. 1249 - B sixth floor, Col. Rinconada del Bosque, Guadalajara, Jalisco, C.P. 44530 or Arquímedes Number 19, fourth floor, Colonia Bosque de Chapultepec, C.P. 11580, Miguel Hidalgo, in Mexico City. The information and documents related to each of the items included in the agenda to be discussed at the Meeting, as well as the proxy forms that may be presented by persons attending on behalf of shareholders, are also available. Shareholders are invited to inform the Company in a timely manner if they require additional information.

Shareholders are requested to review the notice of meeting published in accordance with the applicable provisions, which shall prevail over the above description.

Holders of ADSs representing GAP Series B shares may exercise their voting rights at the Extraordinary General Shareholders’ Meeting by instructing the depositary, The Bank of New York Mellon, in accordance with the procedures established in the deposit agreement entered into with that institution. For more information on these procedures, including deadlines, formal requirements, and the treatment of uninstructed votes, ADS holders are invited to consult Annex 6, “ADSs Voting Procedures,” which forms an integral part of this Information Statement, as well as to contact the depositary or their financial intermediary directly.

For more information or questions, shareholders may consult the GAP website (www.aeropuertosgap.com.mx) or contact the Investor Relations Department by email at gmurillo@aeropuertosgap.com.mx or by phone at 01(33) 38 80 11 00 ext. 20294.

GAP is expected to consolidate the Merged Entities in its financial information from the date on which it obtains control over them, in accordance with IFRS 10, which is expected to occur as of the date the Merger becomes effective between the parties.

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RISK FACTORS

The following risk factors related to GAP and the transaction have been identified. If any of the risks described below were to occur, they could materially and adversely affect the transaction, GAP’s business, financial condition, or results of operations. The risks described below are not the only ones that GAP and the transaction generally face. Additional risks and uncertainties that are not known to the Issuer and are not considered relevant may also have a material adverse effect on the transaction and on GAP’s business, financial condition, or results of operations.

Risk Factors Related to the Issuer

Information about risks related to GAP may be found in GAP’s Annual Report, which is incorporated by reference into this Information Statement. This document is available on the Mexican Stock Exchange website at www.bmv.com.mx and on GAP’s website at www.aeropuertosgap.com.mx.

Risk Factors Inherent to the Transaction

We cannot assure that the Merger will be completed or, if it is, when it will occur.

As of the date of this Information Statement, GAP cannot confirm that the Merger will be completed or take effect, or, if it does, the applicable deadlines. Among other things, the effectiveness of the Merger is subject to the approval by the Company’s Extraordinary General Shareholders’ Meeting, the execution of the merger agreement and to the terms and conditions provided therein. In addition, a notice has been submitted to the Committee on Foreign Investment in the United States (CFIUS), which remains under review.

The expected benefits may not be realized in full, at the expected speed, or to the anticipated extent.

The Merger involves directly incorporating businesses into GAP that currently operate through separate structures or specialized third parties. The success of the Merger will depend, in part, on GAP’s ability to properly implement the operational integration of such businesses and to achieve the anticipated strategic and operational benefits, including efficiencies, growth, and improvements in profitability.

We cannot guarantee that the expected benefits of the Merger will be fully realized or achieved at the expected pace. The internalization of technical assistance and transfer services and the integration of CBX require substantial operational and administrative reorganization efforts. There are risks related to adapting existing structures, integrating technical and commercial processes, and adjusting human, technological, and financial resources to fully absorb these functions. If these efforts are not executed in a timely or effective manner, the benefits may not materialize as anticipated.

In addition, GAP will need to continue operating its current businesses while implementing the Merger, which could pose additional challenges. If the expected benefits do not materialize as anticipated, or are delayed, GAP’s operating results, financial condition, and stock value could be adversely affected.

The expected synergies may not materialize.

The Merger is expected to generate operational and financial synergies for GAP, derived from the integration of structures, consolidating technical services, and coordinating operations. However, we cannot assure that these synergies will be achieved in the amounts, timing, or conditions anticipated. Factors such as cost overruns, uneliminated operational duplications, or delays in adopting shared systems and processes could limit our ability to capture such expected benefits.

Opportunity in the consummation of the Merger and growth of derived business opportunities.

There is no assurance that the Merger will achieve the business growth opportunities, profit benefits, cost savings, and other anticipated benefits for GAP. We believe that the Merger is justified by the contemplated benefits. However, the expected benefits may not materialize, and other considerations under which the Merger was determined to be appropriate may prove to be incorrect.

We may not be able to fully implement our business plans and strategies due to factors beyond our control. For example, the businesses of GAP and CBX are subject to regulation, and we may face regulatory restrictions in both Mexico and the United States. As a result, the anticipated benefits may not be achieved as expected or may be delayed. To the extent that we incur additional costs, achieve lower profit benefits, or realize fewer cost savings than expected, our operating results, financial condition, and stock price could be affected.

Unforeseen operating costs.

GAP and the other parties to the Merger will incur costs related to the Merger. These costs primarily arise from accounting, tax, legal, and other professional services, compensation, transition costs, and costs from consolidating assets and information systems. These costs, whether incurred before or after the Merger, could be higher than expected and could materially and adversely affect our business, financial condition, results of operations, and cash flows.

AMP shareholders will continue to have significant influence over our operations, and their interests may differ from those of other shareholders.

Currently, AMP retains ownership of Series BB shares equivalent to 15% of our capital stock. As a result of the Merger, AMP will merge into GAP and will be extinguished, so these shares will be withdrawn from circulation. However, GAP will issue new shares, both Series B and Series BB, which it will deliver to the shareholders and/or partners of all the Merged Companies, including the current shareholders of AMP. Series BB shares have special rights that grant significant influence over our operations. Through the right of Series BB shareholders to appoint and remove management officers, Series BB shareholders participate in the Company’s decision-making process in areas such as business strategy, operations, finance, acquisitions, and disposals of assets or businesses. In accordance with our bylaws, Series BB shareholders have the right, subject to the opinion of the Nominating and Compensation Committee, to appoint and remove first-level officers, elect four members of the Board of Directors and their respective alternates, appoint three members of the operating committee, and appoint 20% of the members of each of the remaining GAP committees (or one member of any committee with fewer than five members). The members of the Audit and Corporate Practices Committee are selected in compliance with the independence rules under Mexican and U.S. laws and regulations. Certain matters require the favorable vote of the majority of Series BB shares, including, among others, the approval of our financial statements, increases or decreases in capital stock, the payment of dividends, the amendment of our bylaws, and any amendment that seeks to modify or cancel your right to appoint GAP’s first-level management officers. These rights are not subject to the term of the technical assistance agreement. The interests of the holders of Series BB shares may differ from those of our other shareholders. In addition, the current shareholders of GAP who own the Merged Companies would increase their individual holdings of Series B shares.

The merger agreement contains limited remedies in the event of contingencies arising from the integration of the companies to be merged.

The merger agreement contains limited remedies. If, upon the Merger taking effect, we encounter contingencies not estimated in the integrated entities and/or arising from the Merger, the remedies agreed upon with the owners of the Merged Companies may not be sufficient to cover the damages and/or losses suffered by GAP as the surviving company. GAP universally acquires the assets, rights, and liabilities of the Merged Companies, and the Merged Companies would be extinguished. If such contingencies significantly exceed the agreed remedies, GAP could experience a significant adverse effect on its operations, results, and/or business.

The market price of Series B common shares could decline in the future as a result of the sale of Series B common shares.

Pursuant to the Merger, if approved by our shareholders, it is expected that GAP would issue and put into circulation approximately 90 million new net shares representing its capital stock, subject to adjustments (approximately 187 million new shares to be issued, less approximately 97 million shares representing GAP’s own capital stock that would be received as part of the assets of the Merged Companies as a result of the Merger and subsequently cancelled). Upon the effectiveness of the Merger, we estimate that the number of outstanding shares representing our capital stock will increase by approximately 18%, and our current Series B shareholders will experience dilution.

Subject to the agreed limitations, shareholders who receive new shares representing our capital stock may attempt to sell them, as well as the shares they held prior to the Merger. Other shareholders may also attempt to sell the Series B common shares they own after the Merger or in anticipation of it. These sales, or the perception that they may occur, together with the increase in the number of Series B common shares outstanding, could adversely affect the market and the shares’ market price. To mitigate this risk, the merger agreement contains a commitment by shareholders receiving shares pursuant to the Merger not to dispose of the shares received for a period of 365 days after the date on which the Merger is approved by GAP’s Extraordinary General Shareholders, except for two portions that will not be subject to sale restrictions. The first 25% portion may be offered for sale once a period of 90 calendar days has elapsed from the date on which the Merger is approved at GAP’s Extraordinary General Shareholders’ Meeting, and the second 25% portion may be offered for sale once a period of 180 calendar days has elapsed from date on which the Merger is approved GAP’s Extraordinary General Shareholders’ Meeting. All offers for sale must be made through subsequent registered public offerings or registered block sales in Mexico or the United States that comply with current securities regulations in coordination with GAP as issuer.

However, such mitigation efforts may not be sufficient to prevent a negative impact on the price of the shares representing our capital stock.

If key officers managing CBX cease to participate or fail to adapt successfully, CBX’s business operations could be adversely affected.

CBX’s operations depend significantly on its key managers and officers. The performance, retention, and adaptability of these key personnel will be critical to achieving the expected benefits of the Merger. If such key officers do not continue to provide their services to CBX, or if they fail to perform or adapt satisfactorily, CBX’s business operations could be adversely affected. This could affect GAP’s consolidated business, financial condition, and stock price.

The uncertainty arising from the Merger could make it difficult to retain key personnel.

The implementation of the Merger will require adjustments to the organizational structure and management of key functions. These include strategic planning, technical operations, and business development. This transition could create uncertainty among key employees who currently work at the Merged Companies and who have relevant technical, operational, or managerial experience. The departure of these employees or difficulties in attracting or retaining qualified personnel could adversely affect the execution of the integration plans. This could consequently affect GAP’s consolidated performance.

CBX is an existing business that is subject to various risk factors beyond our control.

CBX is an existing business that is subject to various risk factors currently beyond our control. These include, but are not limited to, regulatory risk, labor disputes, third-party and reputational perceptions, migration, security, and cybersecurity risks. The materialization of any of these risks or additional risks could have adverse effects on our results, financial condition, and stock price.

Our efforts to integrate the businesses to be internalized may not be successful.

Our management will need to devote substantial time and attention to the integration process of the businesses involved in the Merger. This may reduce the time our management devotes to current operations, attracting new customers, and developing new services or strategies. If the integration process is not managed successfully, the quality of our services and our business activities may be affected. Likewise, relationships with our customers may deteriorate, integration costs may increase, and reputational damage may occur, among other things. This, in turn, may have an adverse effect on our results, financial condition, or stock price.

The Merger could affect the market price of GAP’s shares or our credit ratings.

If the Merger is completed, the price of GAP shares could fluctuate. There is no guarantee that such fluctuations will be positive. We cannot assure you that the market price of the shares issued by GAP, or our credit ratings, will not be affected as a result of the Merger.

The Merger may not result in an increase in value for shareholders. It may not improve the liquidity and tradability of the shares representing our capital stock. The perception of certain investors regarding the Merger could decrease the market price of our shares or affect their liquidity and/or operability. The stock markets have experienced volatility which, combined with general economic, market, and/or political conditions, could negatively affect the market price of our shares and/or their liquidity, particularly if the Merger is not viewed favorably by investors.

The pro forma financial information presented is not necessarily indicative of future results and has not been audited.

The unaudited pro forma financial information included in this Information Statement is solely for illustrative purposes and to show GAP’s financial statements after the Merger; therefore, it does not represent actual results of operations that would have been obtained if the Merger had been concluded within the estimated time frames. Accordingly, the pro forma financial information presented herein may not reflect GAP’s financial condition or results of operations. The consolidated financial statements as of the date the Merger becomes effective may differ from the unaudited pro forma consolidated financial statements attached hereto.

The unaudited pro forma financial information included in this Information Statement was prepared based on available information and assumptions that GAP’s management considers reasonable. It is not intended to reflect the actual consolidated operating results that would have been achieved had the Merger been completed on the assumed dates. It is also not intended to project GAP’s consolidated operating results or financial position. The unaudited pro forma consolidated financial information of GAP included herein should be read in conjunction with GAP’s historical consolidated financial statements, the notes thereto, and the additional financial information included in its Annual Report, as well as in its interim financial information provided in the Quarterly Report.

Differences between the accounting principles and policies of GAP and the Merged Companies.

The financial statements of the Merged Companies use different accounting principles and financial reporting standards. GAP’s financial statements are prepared in accordance with IFRS. Our management is in the process of identifying the differences between the various accounting principles and accounting policies used. To date, GAP estimates concluding that the differences of accounting principles are not material, given that the entities’ figures, were adjusted to GAP’s accounting policies, and on the accompanying pro forma condensed consolidated financial statements.

We cannot guarantee that the permits, authorizations, and/or governmental consents necessary for the operation of the CBX project will continue in the long term or that their terms will not be modified.

Obtaining the permits, authorizations, and/or governmental approvals in Mexico and the United States necessary for the construction, maintenance, and operation of the CBX project required years of work, effort, and cooperation from the investors in said project and from the authorities in both Mexico and the United States. This included, without limitation, the now Secretary of Infrastructure, Communications, and Transportation of Mexico, the Mexican Ministry of the Interior, the U.S. Department of State, the Port of San Ysidro, and U.S. Customs and Border Protection (CBP). It also required consensus at the local and municipal levels. To date, CBX has a Presidential Permit from the United States titled “Presidential Permit Authorizing the Construction, Operation, and Maintenance of the San Diego-Tijuana Airport Cross Border Facility Near San Diego, California, at the International Boundary Between the United States and Mexico.” CBX also has approval from the U.S. Customs and Border Protection (CBP) to provide inspection services at the CBX. In Mexico, on March 19, 2013, the then Ministry of Communications and Transportation granted Tijuana Airport concessionaire a permit, renewed in 2014, authorizing the construction of an Air Crossing called the “Otay-Tijuana Cross Border Facility.” At the end of 2015, the Ministry of the Interior established the Tijuana-San Diego Airport Pedestrian Connection as a place for international passenger traffic. We cannot guarantee that the permits, authorizations, and/or consents will be maintained or that they will be maintained under their current terms. The loss or modification, in terms unfavorable to us, of government permits, authorizations, and/or consents could prevent or significantly affect the operation of the CBX project. This could therefore affect our operation and results once the project integration is completed.

For example, the “Presidential Permit Authorizing the Construction, Operation, and Maintenance of the San Diego-Tijuana Airport Cross Border Facility Near San Diego, California, at the International Boundary Between the United States and Mexico,” issued on August 4, 2010, provides that it may be terminated or modified at the discretion of the Secretary of State of the United States. In addition, the aforementioned permit establishes that when, in the judgment of the President of the United States, the national security of that country so requires, the United States shall have the right to enter and take possession of any of the U.S. facilities or parts thereof. The United States may retain possession, management, or control thereof for such time as the President deems necessary, and subsequently restore possession and control to the permit holder. Under the permit, if the United States exercises this right, it shall pay the permit holder fair and equitable compensation for the use of such U.S. facilities, based on a reasonable profit under normal conditions, and the cost of restoring such facilities to the condition in which they were at the time of entry and taking possession thereof, less the fair value of any improvements made by the United States. In the event of discretionary termination or modification of the permit, no compensation is provided. Even though we believe that there is currently no indication that such events could occur, we cannot guarantee this. The occurrence of any of the above events would temporarily or permanently prevent the operation of the CBX project and could therefore have a material adverse effect on our operations and results once the CBX project has been integrated into GAP.

GAP is subject to regulatory risks that could increase as a result of the Merger. Changes in tax laws or other laws, including securities and antitrust laws, changes in their interpretation or other interpretations, could, as a result, negatively affect the profitability of the Merger.

Our business is subject to constantly evolving tax laws in multiple jurisdictions. Changes in these laws or their interpretation, as well as challenges by tax authorities, could adversely affect our financial condition and results of operations. The governments of Mexico and the United States could implement changes in tax regimes that could increase the tax burden on companies and consumers. This could adversely impact our expectations regarding the businesses involved in the Merger. The effects of tax reforms cannot be quantified. In addition, we are subject to periodic reviews and audits by domestic and foreign tax authorities. As a result of the Merger, we will be exposed to new laws and tax authorities. Any adverse outcome of such review or audit could harm our financial condition and operating results. It could require adverse changes in our business practices or subject us to additional litigation and regulatory investigations. Tax laws are often subject to interpretation. We are exposed to the risk that tax authorities in the jurisdictions in which we operate, or in which we will operate as a result of the Merger, may challenge our positions. If such challenges are successful, they could result in significant additional tax liabilities, which could adversely affect our cash flows, effective tax rate, and overall financial performance. The Merger could increase our exposure to the aforementioned risks. Furthermore, the implementation of the Merger involved various accounting, financial, and regulatory judgments. Our decisions, although we believe they are reasonable, may involve uncertainty and could differ from a determination by authorities, or of the need to require an authorization, including tax, securities, and antitrust authorities, which may affect our financial results in the period or periods for which such determination is made. The above-mentioned may have an impact on permits, concessions, tax returns, and other regulatory and administrative interactions.

We cannot assure that the number of shares to be issued by GAP pursuant to the Merger will reflect the value of the Merged Companies, or that they will be considered by all of our shareholders to be in the best interest of GAP.

One or more shareholders may not agree with the terms of the agreements related to the Merger. In addition, there may be perceptions that the negotiations do not necessarily favor all of the Company’s shareholders. We cannot guarantee that the number of shares to be issued by GAP will reflect the value of the Merged Companies. We also cannot guarantee that said number will be considered by all our shareholders to be in the best interests of GAP. The proposal contained in this Information Statement considers various factors, some of which are discretionary and may not coincide with the perceptions of one or more shareholders.

The content of the fairness opinion may not coincide with the expectations of all shareholders.

The fairness opinion issued by Morgan Stanley & Co. LLC, as independent external financial advisors, which is included as Annex 5 “Fairness opinion” to this Information Statement, regarding the economic terms of the Merger, does not constitute a recommendation to shareholders. It also does not guarantee that the implied value or terms of the Merger will be perceived as reasonable or adequate by all our shareholders. The opinion reflects only a view from a financial perspective and at a specific date, without considering subsequent tax, accounting, strategic, or market effects. Therefore, it cannot be guaranteed that all investors will agree with the analysis presented by the external advisor.

CBX’s revenues are highly dependent on passenger and air traffic levels, which are partly dependent on factors beyond CBX’s control.

CBX’s revenues are directly linked to passenger traffic and the number of air traffic operations at Tijuana Airport. These factors directly determine revenues generated by ticket sales and, indirectly, revenues from parking and ancillary services. CBX’s main source of revenue comes from ticket sales to passengers who have a plane ticket to board or depart from Tijuana. Consequently, disruptions to passenger traffic at Tijuana Airport and its air traffic operations directly affect CBX’s revenues. Such traffic and operations may vary for reasons beyond CBX’s control, including, without limitation, factors related to health or seasonality; severe or extreme weather conditions; economic conditions in Mexico, the United States, or globally; the political situation in Mexico, the United States, and the rest of the world; the suspension or termination of operations of one or more airlines; the advantages offered by other destinations; fluctuations in fuel prices (which may cause airlines to increase their fares); changes in government policies applicable to the aviation industry; and an increase or decrease in airline fleets.

Impacts on Tijuana Airport would affect CBX’s business.

CBX’s main source of income comes from the sale of tickets to passengers who have an airline ticket to board or depart from Tijuana. Disruptions at Tijuana Airport would affect its income and business. Tijuana Airport operations are subject to various operational risks, such as dependence on services provided by third parties, including the government or government entities, interruptions or suspensions of ground services, as well as regulatory risks, such as loss of its concession title or changes in immigration policy. Any interruption or disruption to the operation of Tijuana International Airport could significantly affect CBX’s operations and business. In the event that the concession title for Tijuana Airport is affected or lost, or GAP loses control of it, there is no guarantee that a new concessionaire will maintain commercial relations with CBX or maintain them on similar terms. For more information on the main risks to which Tijuana Airport is subject, as well as other airports consolidated by GAP, please refer to GAP’s Annual Report.

Cross-border crossing alternatives between Mexico and the United States at the border could increase or improve, which could affect CBX’s business.

As of the date of this Information Statement, there are fewer than ten border crossings in the Baja California and California region. CBX has been a highly competitive alternative due to the time savings it offers compared to other alternatives. However, we cannot guarantee that the number of cross-border crossing alternatives in the region will not increase or that current or new alternatives will not improve their service conditions. Increased competition could lead CBX to increase its advertising and promotion expenses, as well as reduce the prices of its services and/or increase its investment expenses. This could lead to a decrease in its operating margins, generate a greater number of options for users, or make it difficult for CBX to retain its current users or attract new ones. The foregoing could lead to a decrease in CBX’s profitability.

Changes in the trade and immigration policies of the United States and/or Mexico could adversely affect CBX’s business.

CBX’s business may be affected by developments in the trade and immigration policies of the United States and Mexico. Increased scrutiny may discourage visa holders from traveling, and additional restrictions on travel or travelers between Mexico and the United States could reduce international passenger traffic, which is CBX’s main source of revenue.

CBX’s operations are highly dependent on third-party services.

CBX’s operations are highly dependent on third-party services that may be interrupted, suspended, or failed due to factors beyond CBX’s control. U.S. Customs and Border Protection (CBP) officials provide inspection services and process applications for entry into the United States within the passenger terminal on the U.S. side of the border. Within the passenger terminal on the Mexican side of the border, agents from the National Institute of Migration provide inspection services and process applications for entry into the United States. If the aforementioned services are suspended or interrupted for any reason, CBX’s operations and business could be significantly and adversely affected. There are other services provided by third parties, such as maintenance and transportation, whose interruption or disruption could affect the experience of CBX travelers and users. This could affect CBX’s business.

The businesses of GAP and CBX are particularly sensitive to economic conditions and developments in the United States and Mexico.

The businesses of GAP and CBX are particularly influenced by economic trends in both the United States and Mexico, especially as they affect leisure travel, consumer spending, and international tourism. Economic events occurring in both the United States and Mexico may adversely affect GAP’s business, operating results, and financial condition. In 2024, U.S. gross domestic product increased 2.8% compared to 2023, compared to 2.9% growth in 2023, according to the U.S. Bureau of Economic Analysis. According to the National Institute of Statistics and Geography, in 2024, Mexico’s gross domestic product grew by 1.2% compared to 2023. This growth showed a slowdown compared to the 3.4% recorded in 2023. If the U.S. economy and/or the Mexican economy falls into recession or slows down significantly, it is likely to have a material adverse effect on the operating results of both GAP and CBX, due to the reduction in passenger traffic traveling to and from the United States.

If the Merger is completed, we may be exposed to additional risks than we have historically been exposed to.

If technical assistance and transfer services are internalized and the CBX is integrated, this would expose us to additional risks beyond those to which we have traditionally been exposed. Excluding the consideration for outsourced services that we currently pay, our direct costs on a consolidated basis will increase as a result of the integration of service provision and the CBX into our structure. Operating costs and expenses that are currently the responsibility of third parties would become our responsibility. Among other things, we could face labor liabilities that we do not currently have, from a payroll of employees who are not currently employed by us. In addition, with the integration of the Merged Companies, legal, tax, and accounting contingencies may arise that are currently unknown to us, as is usual in business combinations. Furthermore, there may be costs, expenses, and difficulties associated with the implementation of the Merger.

The assets that may be integrated as a result of internalization could, in accordance with applicable accounting standards and principles, be subject to impairment, in which case we would have to record a loss.

Under IFRS, International Accounting Standard 36 (IAS 36) sets out the procedures an entity must follow to ensure that its assets are not carried at more than their recoverable amount. An asset is considered to exceed its recoverable amount when its carrying value is higher than the amount that can be recovered through its use or sale. In such cases, the asset is deemed impaired, and the Standard requires the entity to recognize an impairment loss. Recording an impairment loss would negatively affect our financial information and results. At this time, we cannot assure whether the assets potentially integrated as a result of internalizations will be subject to impairment upon acquisition or in the future. If they are, we are currently unable to estimate the amount of any such loss.

Third parties could terminate or modify existing contracts or relationships with GAP or the Merged Companies.

Customers, suppliers, vendors, lessors, licensees, and other business partners may attempt to terminate and/or modify contracts with GAP and/or the Merged Companies by virtue of the Merger, which could result in a loss of potential future revenue and important rights for their respective businesses.

The number of shares to be issued by GAP is substantially fixed and we do not expect for it to be adjusted in the event of a change in the price of GAP shares or factors affecting GAP or the Merged Companies.

The number of shares to be issued by GAP pursuant to the Merger will be set forth in the merger agreement and we do not estimate that such number will not be adjusted thereafter to reflect changes in the market price of the shares representing the capital stock of GAP or other factors affecting GAP or the Merged Companies. In addition, it is proposed to our shareholders to delegate broad powers to determine the definitive terms of the Merger, on or before its effective date, including the number of shares to be issued. The definitive terms of the Merger may depend on various factors, some of which will be discretionary and may not coincide with the perceptions of one or more GAP shareholders.

Our shareholders will suffer a dilution in their shareholding and voting rights as a result of the issuance of shares as part of the Merger.

We expect that the internalization referred to in this document will create long-term value for all our shareholders. However, as a result of the Merger, GAP is expected to issue approximately 90 million new net shares to the current shareholders of the Merged Companies, subject to adjustments. Upon the Merger becoming effective, the number of outstanding shares representing our capital stock is expected to increase by approximately 18% and our current Series B shareholders will suffer dilution.

Maturity of Term Obligations

As a result of the Merger, the payment of all debts of the companies to be merged would be agreed upon and, in accordance with Article 225 of the Mexican General Law of Commercial Companies, the term debts of the Merged Companies will be due and GAP will be obliged to cover them with the resources at its disposal.

Estimates and associated risks

The information included in this Information Statement reflects GAP’s perspective on future events and may contain information on financial results, economic situations, trends, and uncertain events. When evaluating such provisions or estimates, our shareholders should take into account the factors described in this section and other warnings contained in this Information Statement or in any other document disclosed to the public in connection with the Merger. The actual results could differ materially from those expected.

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MATTERS TO BE RESOLVED

At the Extraordinary General Shareholders’ Meeting, our shareholders will be asked to discuss and, if appropriate, approve the following matters, among others:

GAP, as the surviving company, shall assume the rights and obligations of the Merged Companies, and shall become the universal successor to all rights, assets, obligations, and liabilities of the Merged Companies, except for those assets (if any) that are extinguished at the time of the Merger.

That the system for extinguishing the liabilities of the Merger consist of GAP assuming all obligations and claims of any nature or quality. This includes principal, derivative, or accessory obligations that comprise the liabilities of the Merged Companies at the time the Merger takes full effect. All such liabilities shall be extinguished through their unconditional, timely, and prompt fulfillment by GAP on the payment dates established in the legal acts that originated them or that result in accordance with law.

That, by virtue of the Merger, the new shares representing GAP’s capital stock shall be delivered to direct or indirect shareholders of the Merged Companies.

That, the Company's Board of Directors shall be granted broad powers to define the terms of the Merger.

That the Merger shall take as a reference the internal balance sheets of the Company and the Merged Companies as of September 30, 2025.

The amendment to Article Six of the Company’s bylaws to reflect the adjustments to the capital stock resulting from the Merger and the capital increase, and the authorization of the Company’s attorneys-in-fact to reflect the definitive increase in capital stock in the various corporate, accounting, tax, and any other applicable records and documents.

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Shares to be issued by GAP

Pursuant to the Merger, if approved by our shareholders, it is estimated that GAP would issue and put into circulation approximately 90 million new net shares representing its capital stock, subject to adjustments. As a result of the Merger, if approved, GAP would issue approximately 187 million new shares. However, before the Merger, the Merged Companies own approximately, 97 million shares representing the capital stock of GAP. Thus, once the Merger is effective, GAP would receive such shares as part of the Merged Companies’ assets. The shares so received by GAP as a result of the Merger would be cancelled.

The foregoing is subject to adjustments that are not expected to be material arising from the merger agreements. Additionally, the Board of Directors may determine the final terms of the Merger on or before its effective date. The final amount of the capital increase (which will consider the theoretical par value of the shares), the final number of shares to be issued, and their proportion among the different series that make up our capital stock will be determined on the effective date of the Merger and will be reported in a timely manner.

The number of shares to be issued was proposed based on analysis and proposals prepared by our management and revised by our Audit and Corporate Practices Committee and our Board of Directors, to be proposed before GAP’s shareholders at the Extraordinary General Shareholders’ Meeting. This proposal was based on using multiple valuation methodologies and considering various endogenous and exogenous factors, without assigning particular weight to any of them, taking into consideration the analysis of Morgan Stanley & Co. LLC., as independent external financial advisors, as well as the negotiations of the parties.

The aforementioned external advisors provided advisory services to the Audit and Corporate Practices Committee, with the participation of management. Their services were exclusively regarding the formulation of a potential proposal for the internalization of technical assistance and technology transfer services and the integration of the CBX project. These external financial advisors issued a fairness opinion which is included as Annex 5 “Fairness opinion” to this Information Statement.

Among the many factors considered that led our Board of Directors, with the opinion of the Audit and Corporate Practices Committee and the support of its external advisors, to consider reasonable the proposed share issue referred to in this document, it was considered that the potential Merger would create long-term value for GAP and all parties with an interest in GAP.

For more information, see the sections “Considerations of the Board of Directors’”, “Strategic Reasons” “Opinion And Analysis Of The Financial Advisors” in this Information Statement.

SELECTED FINANCIAL INFORMATION

The selected financial information included in this section is derived from the Issuer’s accounting records and unaudited Pro Forma Condensed Consolidated Financial Information, which consider the effects of the transaction. This information should be read in conjunction with the section “Management’s Discussion And Analysis Of Operating Results And Financial Condition” and the unaudited Pro Forma Condensed Consolidated Financial Information contained in this Information Statement. The figures included herein are presented in Mexican pesos, unless specified otherwise.

For further information and a detailed description of how the Pro Forma Condensed Consolidated Financial Information was prepared and how the transaction is reflected therein, please read the notes to the pro forma financial information and the independent auditors’ report thereto, which are attached hereto as ‎Annex 1 “Assurance report of the independent accountants on the compilation of the pro forma financial information”.

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Pro Forma Condensed Consolidated Statement of Financial Position (unaudited)

The accompanying notes are part of the condensed consolidated pro forma (unaudited) statements of income and other comprehensive income.

Condensed pro forma consolidated statements of income and other comprehensive income (unaudited)

Pro Forma Condensed Consolidated Statements of Income and Other Comprehensive Income (unaudited)

The accompanying notes and the notes included below form part of the unaudited pro forma condensed consolidated statements of income and other comprehensive income.

Proforma adjustments

Below are the proforma adjustments that are being recognized in the pro forma condensed consolidated statement of financial position as of December 31, 2024, as well as in the condensed pro forma consolidated statements of income for the year ended on December 31, 2024, in connection with the internalization of the businesses through the Merger: (i) the technical assistance services and technology transfer that have been outsourced to our strategic partner AMP since GAP’s inception; and (ii) the CBX, a landside terminal in Otay Mesa, San Diego (United States) with pedestrian connection unique of its type in the world, which connects the Tijuana International Airport (in Mexico), through the merger at the same time of the following five entities within GAP: through which the aforementioned businesses are held and operated with be held and operated connected to a pedestrian bridge that Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V., Controladora Mexicana de Aeropuertos, S.A. de C.V., Promotora Aeronáutica del Pacífico, S.A. de C.V., PAL Aeropuertos, S. de R.L. de C.V., and Proyectos de Infraestructura Charter, S. de R.L. de C.V. (the “Entities to be Merged”). The latter, in the context of a comprehensive development, growth, and diversification plan, GAP 2.0, which seeks to drive the Company to the next level for the benefit of all our shareholders and stakeholders, as if such transaction have occurred on December 31, 2024, with respect to the pro forma condensed consolidated statement of financial position, and January 1, 2025 with respect to the condensed pro forma consolidated statements of income.

For purposes of the proforma adjustments, a Mexican Peso to dollar exchange rate of $18.3825 and $20.2685 as of September 30, 2025 and December 31, 2024, respectively, was used for purposes of the pro forma condensed consolidated statement of financial position; and the average exchange rates of $19.5381 and $18.3000 for purposes of the condensed pro forma consolidated statements of income for the nine-month period ended September 30, 2025, and for the year ended December 31, 2024, respectively.

Proforma financial statements as of December 31, 2024:

GAP Column – The historical information included in the GAP column, is derived from the (audited) consolidated statements of financial position as of December 31, 2024, and the (audited) statements of income and other comprehensive income of GAP for the year ended on December 31, 2024, pursuant to the International Financial Reporting Standards, issued by the International Accounting Standards Board IASB.

The figures in the Entities to be Merged and OTV Columns are expressed in historical book value, applying the purchase method pursuant to IFRS 3, Business Combination.

In the capital stock line item, the balances of capital stock, retained earnings, and other capital stock accounts of the “Entities to be Merged” and of OTV are cancelled, which represented an amount of $29,691,598.

This transaction is recognized using the purchase method in accordance with IFRS 3 Business Combinations. However, once the Merger is formalized, the Company will recognize the combination identifying the assumed assets and liabilities, at fair value. As consequence, the goodwill, commercial loan and others figures included in the (unaudited) proforma consolidated financial statements, may change.

The internalization of the technical assistance services and the technology transfer, will be recognized in the amount of $6,545,000 as goodwill in accordance with the applicable standards, at the time the Merger is approved, due to the transfer of contractual rights, and the knowledge that will be given to the Company for its operation by means of the systems, processes and procedures that will be transferred.

As part of the merger agreements, the following amounts are recognized: US$260.0 million (or $4,861,355) as cash and cash equivalents, as well as $256,877 and $3,120,974 as property, plant and equipment and upgrade of assets, of the “Entities to be Merged” and OTV, respectively. This last line-item includes the acquisition of OTV ‘s land for US$50.0 million (or $935,000) according to an independent appraisal.

Under long-term liabilities, a bank loan of US$489.0 million (equivalent to $9,911,052) is recognized, which was used to finance the acquisition of the 25% equity interest in CBX held by EGI.

The item corresponding to the capital stock has an increase of $213,395 due to the issuance of approximately 90.0 million net new shares, assuming a theoretical nominal value of $2.36 pesos per new share, and $38,544,197 for the share subscription premium.

The Company is in the process of determining the value of the assumed assets and liabilities derived from the Merger and the acquisition of the 25% of OTV (CBX).

Adjustments to the condensed consolidated pro forma statements of income and other comprehensive income as of December 31, 2024:

With respect to OTV, this column also eliminates the income that GAP receives from OTV for office leasing in the amount of $2,463.

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Pro forma condensed consolidated statement of financial position (unaudited)