The Company makes its filings in electronic form under the EDGAR filing system of the SEC. Its filings are available through the EDGAR system at www.sec.gov. The Company’s filings are also available to the public through the Internet at CAAP’s website at http://investors.corporacionamericaairports.com. The Company’s website is provided for informational purposes only and the information contained on its website or that can be accessed through its website is not part of this annual report. A. HISTORY AND DEVELOPMENT OF THE COMPANY We have been operating since 1998 and have become a leading global airport concession operator. ● In 1998, as part of the AA2000 consortium, we were awarded the national and international public bid conducted by the Argentine Government for the concession rights related to the operation of 33 airports in Argentina, including the country’s two largest airports, the Ministro Pistarini International Airport (also known as the Ezeiza Airport), located at Ezeiza, Buenos Aires, and the Jorge Newbery Aeroparque Airport (“Aeroparque Airport”), both located in Buenos Aires. ● In 2001, as part of the Aeropuertos del Neuquén S.A. (“ANSA”) consortium, we were awarded the concession to operate Aeropuerto de Neuquén (“Neuquén Airport”), our 34th airport in Argentina. ● In 2002, our subsidiary Armenia International Airports CJSC (“AIA”) was awarded the concession to operate the Zvartnots International Airport (“Zvartnots Airport”), located 12 kilometers from downtown Yerevan, Armenia’s capital. ● In 2003, in a public auction conducted by the Uruguayan Government, we acquired Puerta del Sur S.A. (“Puerta del Sur”), the owner of the concession that operates the General Cesáreo Berisso International Airport (“Carrasco Airport”), located 19 kilometers from downtown Montevideo, Uruguay’s capital. ● In 2004, as part of the Terminal Aeroportuaria de Guayaquil S.A. (“TAGSA”) consortium, we were awarded the concession to operate the José Joaquín de Olmedo International Airport (“Guayaquil Airport”), located five kilometers from downtown Guayaquil, Ecuador. ● In 2007, we executed an amendment to the Zvartnots Airport concession agreement to include Shirak Airport in Gyumri (“Shirak Airport”), the second largest civil airport in Armenia. ● In 2008, in a private transaction, we acquired the equity interests of Consorcio Aeropuertos Internacionales S.A. (“CAISA”), which owns the concession that operates the Carlos A. Curbelo Airport (“Punta del Este Airport”) located in Maldonado, near Punta del Este, Uruguay. ● In 2008, as part of the consortium Aeropuerto de Bahía Blanca S.A. (“BBL”), we were awarded the concession to operate Aeropuerto de Bahía Blanca (“Bahía Blanca Airport”), our 35th airport in Argentina. ● In 2011, as part of the consortium AAP, we were awarded the concession to operate six principal airports in southern Peru. In December 2021, we transferred 50% ownership interest in AAP to Andino Investment Holding S.A. See “Item 4. Information On The Company—B. Business Overview—Our Airports by Country in Which We Operate—Peru.” ● In 2011, as part of the consortium Aeropuertos Ecológicos de Galápagos S.A. (“ECOGAL”), we were awarded the concession to operate the Seymour Airport (“Galapagos Airport”), located in Baltra Island, Galapagos Archipelago, our second airport in Ecuador. ● In 2011, as part of the consortium ICASGA, we were awarded the concession to operate the International Airport of São Gonçalo do Amarante (“Natal Airport”), located in Natal, Brazil. ● In 2012 we began operating the Termas de Río Hondo Airport, our 36th airport in Argentina, which has been incorporated into the AA2000 Concession Agreement. 41 Table of Contents ● In 2012, as part of the consortium ICAB, we were awarded the concession to operate the Presidente Juscelino Kubitschek International Airport (“Brasilia Airport”), located 11 kilometers from downtown Brasilia, Brazil’s capital. ● In 2012, we formed A.C.I. Airports International S.à r.l. (later renamed Corporación América Airports S.A. on September 14, 2017) to consolidate our interests in various airport concessions. ● In 2014, we acquired controlling interests in the companies that own the Aeroporto Galileo Galilei di Pisa (“Pisa Airport”) located in Pisa, Italy, and the Aeroporto di Firenze (“Florence Airport,” and together with Pisa Airport, the “Italian Airports”) located in Florence, Italy, through private acquisitions and public tender offers. In 2015, these companies were merged to form TA, a company publicly listed on the Milan Stock Exchange (Borsa Italiana) in which we currently own 62.3% of the issued and outstanding common stock. The concessions for both airports have been transferred to TA. ● In 2015, we completed the corporate consolidation through which we acquired direct interest in ICASGA and an indirect interest in ICAB through Inframerica. ● In 2017, as part of the AA2000 consortium, we were awarded the concession rights related to the operation of the El Palomar Airport (“El Palomar Airport”), located in the province of Buenos Aires, our 37th airport in Argentina. ● On February 1, 2018, we completed our initial public offering. ● In 2018, by means of two separate transactions, we acquired an additional 11.08% interest in TA, increasing our ownership to 62.3% of its then issued and outstanding common stock. ● In 2018, we sold and transferred 25% of CA Italy’s issued and outstanding common stock to Mataar Holdings 2 B.V. (“Mataar”), which is indirectly controlled by Investment Corporation of Dubai, reducing our ownership in CA Italy to 75%. ● In June 2019, we executed an amendment to the Punta del Este Concession Agreement extending the concession term for additional 14 years, until March 31, 2033, which on May 15, 2024, was further extended for an additional 10 years period until 2043. ● In December 2020, we executed an amendment to the AA2000 Concession Agreement extending the concession term for an additional ten years, until February 13, 2038. ● In November 2021, we executed an amendment to the Carrasco Concession Agreement (the “Amended Carrasco Concession Agreement”) extending the concession term for an additional 20 years, until 2053 and incorporating the following six new airports into the scope of the Carrasco Concession Agreement (the “Uruguay New Airports”): the Aeropuerto Internacional de Rivera, the Aeropuerto Internacional de Salto, the Aeropuerto Internacional de Carmelo, the Aeropuerto Internacional de Durazno, the Aeropuerto Internacional de Melo and the Aeropuerto Internacional de Paysandú. ● In November 2022, we were notified that the consortium formed by the Company, Mota Engil Africa and Mota Engil Nigeria, was selected as preferred bidder for the Nnamdi Azikiwe International Airport (NAIA) Abuja, and Mallam Aminu Kano International Airport (MAKIA) Kano, both located in Nigeria, Africa. On April 7, 2025, the Federal Government of Nigeria discontinued the previous concession allocation processes for four international airports (Lagos, Abuja, Kano, and Port Harcourt). The Government informed the Company that the concessions bidding process will be restructured and re-advertised. As of December 31, 2025, the Nigerian companies created by the Consortium in anticipation of the operation of the Abuja and Kano concessions remained inactive. ● On December 30, 2022, TA completed the sale of 80% of the share capital of Toscana Aeroporti Handling (“TAH”) to Alisud S.p.A. for €750,000 (the “disposal of the handling business”) and in August 2025, TA sold its remaining 20% stake in TAH to Alisud S.p.A. for €250,000. 42 Table of Contents ● On December 31, 2023, ICASGA was absorbed by ACI do Brasil S.A. (in which we hold 99.99% of the equity interest and the remaining 0.01% is held by the Majority Shareholder). ● In May 2025, we acquired from Mataar a 25% interest in CA Italy in exchange for 1,996,439 newly issued CAAP shares. As a result, we became the sole owner of CA Italy, increasing the Company’s indirect economic interest in TA by 15.6%, from 46.7% to 62.3%. ● In October 2025, Wizz Airlines launched a new base at Zvartnots Airport, in Armenia, deploying two aircrafts and adding several new European destinations. ● In November 2025, the consortium formed by the Company and Amwaj International for Real-Estate Investments Co. Ltd. signed an award agreement with the Government of Iraq to operate the Baghdad International Airport. The parties had 90 days to negotiate the terms of the PPP Agreement and are currently negotiating an extension. ● In December 2025, the consortium formed by the Company, Mota-Engil Engenharia e Construção Africa and BestFly Ltda. was formally notified by the Angolan Ministry of Transport of the award of the public tender for the concession of the right to operate and manage the Dr. António Agostinho Neto International Airport (“AIAAN”), subject to the execution of the definitive concession agreement and the satisfaction of customary conditions precedent. ● In December 2025, Kunter Wasi, a company in which we indirectly hold a 50% equity interest, received a favorable ruling in an ICSID arbitration proceeding that resulted in a final settlement of U.S.$91.2 million in December 2025, related to the unilateral termination in 2017 by the Peruvian government of a concession agreement. ● In 2025, in the Carrasco Airport located near Montevideo, Uruguay, we invested in a new instrument landing system, built new covered parking, expanded VIP lounge and cargo business, and began works to expand Dufry departure area by 20%. We also signed a naming rights agreement with Banco Itaú for the Punta del Este Airport. ● In 2025, we also inaugurated a new premium VIP lounge in Ezeiza Airport and a new duty-free arrivals area. ● In January 2026, the fifth amendment to the Concession Agreement was executed with the Government of Armenia extending its term for an additional 35 years, until December 31, 2067. ● In January 2026, an amendment to the ECOGAL Concession Agreement was executed extending its term for an additional 6 years, until December 31, 2032. 43 Table of Contents The following table lists our concessions by country, together with their commencement date and extension details (if any): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ ​ ​ ​ ​ CAAP ​ Number of ​ Concession ​ Concession ​ Extension Country ​ ​ ​ Concession ​ ​ ​ Ownership(2) ​ ​ ​ Airports ​ ​ ​ Start Date ​ ​ ​ End Date ​ ​ ​ Details Argentina AA2000 85.0 % 35 ​ 1998 2038 — ​ ANSA 77.7 % 1 2001 2026 ​ ​ BBL 85.0 % 1 2008 2033 Extendable for 10 years subject to certain terms and conditions, including governmental approval. Italy TA (SAT) 62.3 % 1 2006 ​ 2048 ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ TA (ADF) 62.3 % 1 2003 ​ 2045 ​ ​ ​ ​ ​ ​ ​ ​ ​ — Brazil ICAB 51.0 % 1 2012 ​ 2037 ​ Extendable for 5 years only if required to reestablish economic equilibrium, subject to certain terms and conditions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Uruguay Puerta del Sur(1) 100 % 7 2003 2053 — ​ CAISA 100 % 1 1993 2043 ​ ​ ​ ​ ​ ​ ​ ​ ​ — Ecuador TAGSA 50.0 % 1 2004 2031 — ​ ECOGAL 99.9 % 1 2011 2032 The agreement provides for the possibility to discuss potential future extensions in order to maintain the economic and financial equilibrium to the concession. Armenia ​ AIA ​ 100 % 2 ​ 2002 ​ 2067 ​ The agreement provides for the possibility to discuss potential future extensions upon mutual agreement. (1) Includes the Uruguay New Airports, which were included in the Carrasco Concession Agreement by means of the amendment executed in November 2021. (2) Considers direct and indirect equity interests. 44 Table of Contents B. BUSINESS OVERVIEW Overview We acquire, develop and operate airport concessions, positioning ourselves as a leading private airport operator in the world. As of the date of this annual report, we operate 52 airports across Latin America, Europe, and Eurasia. Since 1998, when we acquired the AA2000 Concession Agreement, we have expanded the markets and geographies in which we operate by acquiring airport concessions in Armenia, Uruguay, Ecuador, Brazil, Italy, and additional concessions in Argentina. We operate some of the largest and most important airports in the countries where we conduct operations, including major international airports, such as Ezeiza Airport in Argentina; domestic airports, such as Brasilia Airport in Brazil and Aeroparque Airport in Argentina; airports in tourist destinations, such as Bariloche and Iguazu in Argentina, the Galapagos Ecological Airport in Ecuador, and Florence Airport in Italy, as well as mid-sized domestic and tourist destination airports. We have also recently been awarded the concessions to operate the Baghdad International Airport in Iraq and the António Agostinho Neto International Airport (“AIAAN”) in Angola, for which the definitive concession agreements are currently under negotiation. Argentina is our largest and most established market where we operate and manage 37 of the 56 airports in Argentina’s national airport system, including Argentina’s two largest airports, Ezeiza and Aeroparque. Since we acquired the rights under the AA2000 Concession Agreement, our airports in Argentina have consistently handled over 93.4% of Argentina’s total commercial passenger traffic each year. Our Revenue Sources A significant portion of our revenue depends directly or indirectly on the level of passenger traffic at our airports and the number of aircraft movements (takeoffs and landings) conducted in the airports we operate. We classify our revenue in the following categories: aeronautical revenue, commercial revenue, construction service revenue and other revenue. Aeronautical Revenue Aeronautical revenue is derived from the use of our airport facilities by aircrafts and passengers. Our concession agreements establish or otherwise regulate the rates that we may charge to aircraft operators and passengers for aeronautical services. We charge each departing passenger a fee for the use of our airports which varies depending upon whether the passenger’s flight is an international, regional, or domestic flight, and whether the passenger is in transit or not. Some of our concession agreements also allow us to charge additional fees to passengers for services such as enhanced security measures and reduced mobility assistance, among others. We charge customers our aeronautical fees for aircraft landing and parking, which depend on whether the flight is international or domestic, the maximum takeoff weight of the aircraft, the time slot and take-off time, among other factors. International fees are generally higher than domestic or transit fees. Non-Aeronautical Revenue Our Non-Aeronautical Revenue is comprised of commercial revenue, construction service revenue and other revenue. Commercial Revenue The majority of our commercial revenue is derived from fees resulting from warehouse usage (which includes cargo storage, storage and warehouse services and related international cargo services), services and retail stores, duty free shops, car parking facilities, catering, hangar services, food and beverage services, retail stores, including royalties collected from retailers’ revenue, and rent of space, advertising, fuel, airport counters, VIP lounges and fees collected from other miscellaneous sources, such as telecommunications, car rentals and passenger services. Construction Service Revenue We treat our investments related to improvements and upgrades to be performed in connection with our concession agreements under the intangible asset model established by IFRIC 12. As a result, we define all expenditures associated with investments required by the concession agreements as revenue generating activities given that they ultimately provide future benefits, and subsequent improvements and upgrades made to the concession are recognized as intangible assets based on the principles of IFRIC 12. 45 Table of Contents Therefore, we recognize revenue and the associated costs of improvements to concession assets in relation with the concessions’ obligations to perform improvements as established in the respective concession agreements. Revenue represents the value of the exchange between us and the respective governmental authorities with respect to the improvements, given that we construct or provide improvements to the airports as obligated under the respective concession agreements, and in exchange, the governmental authorities grant us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. We recognize the revenue and expense in profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by us in the execution of the additions or improvements, considering the investment requirements in the concession agreements. Through bidding processes, we contract third parties to carry out such construction or improvement services, except in Italy, where we also own a construction company. The amount of revenues for these services is equal to the amount of costs incurred plus a reasonable margin. The amounts paid are set at market value. Other Revenue Other revenue includes revenue that is not otherwise classified as aeronautical revenue, commercial revenue, or construction service revenue. Our Concession Agreements Our business consists of acquiring, developing and operating airport concessions, which are granted by governmental authorities for a limited period of time. There are three different concession models within our portfolio: single till model in Argentina (AA2000), the dual till model in our Italian airports and the inflation-based model in our Armenia, Ecuador, Uruguay and Brazil airports. ● Single till model (Argentina): a certain return shall be achieved over the life of the concession, and for the calculation, all revenues (aeronautical and commercial) as well as operating expenses and capital expenditures are considered. In order to achieve economic equilibrium, the regulator can adjust passenger and aircraft tariffs, reduce concession fees, reduce capital investment commitments, or a combination thereof. ● Dual till model (Italy): this model provides a guaranteed return in connection with aeronautical activities. Only aeronautical revenues are considered to cover aeronautical operating expenses and capital expenditures. There is an established WACC for the regulated part of the business. Non-aeronautical revenues are not currently regulated. ● Inflation-based model (Armenia, Ecuador, Uruguay and Brazil): there is no guaranteed return for the concession, and tariffs adjust on an annual basis, considering domestic inflation or a combination between domestic and U.S. inflation. For more details on the models applied in each concession agreement, see “—Our Airports by Country in Which We Operate.” Main Operations and Financial Consolidated Metrics For the year ended December 31, 2025, we had total consolidated revenue of U.S.$1,962.1 million, net income from continuing operations of U.S.$257.7 million, Adjusted EBITDA of U.S.$727.8 million and Adjusted EBITDA excluding Construction Services of U.S.$715.5 million, and our airports handled 876,428 total aircraft movements and served 86.7 million total passengers (of which approximately 39.4% were international, approximately 51.3% were domestic and approximately 9.3% were transit passengers). For the year ended December 31, 2024, we had total consolidated revenue of U.S.$1,843.3 million, net income from continuing operations of U.S.$307.9 million, Adjusted EBITDA of U.S.$628.7 million and Adjusted EBITDA excluding Construction Services of U.S.$ 622.2 million, and our airports handled 823,671 total aircraft movements and served 79.0 million total passengers (of which approximately 38.9% were international, approximately 51.9% were domestic and approximately 9.2% were transit passengers). For the year ended December 31, 2023, we had total consolidated revenue of U.S.$1,400 million, net income from continuing operations of U.S.$226.5 million, Adjusted EBITDA of U.S.$677.7 million and Adjusted EBITDA excluding Construction Services of U.S.$671.3 million, and our airports handled 849,473 total aircraft movements and served 81.1 million total passengers (of which approximately 35.0% were international, approximately 56.3% were domestic and approximately 8.8% were transit passengers). See “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” 46 Table of Contents Our Airports by Country in Which We Operate Argentina Our largest operations are in Argentina, where we operate a total of 37 of the 56 airports in the Argentine national airport system, including the two largest airports in the country, Ezeiza Airport and Aeroparque Airport. Ezeiza Airport is our largest airport in terms of contribution to revenue and Argentina’s second largest airport in terms of passenger traffic, while Aeroparque Airport is Argentina’s largest airport in terms of passenger traffic. Our airports are located in 22 of the 23 Argentine provinces and in the City of Buenos Aires and currently serve major metropolitan areas in several Argentine provinces (such as Buenos Aires, Córdoba and Mendoza) and the City of Buenos Aires, tourist destinations (such as Bariloche, Mar del Plata and Iguazú), regional centers (such as Córdoba, Santa Rosa, San Luis, San Juan, La Rioja, Santiago del Estero and Catamarca) and border province cities (such as Mendoza, Iguazú, Salta and Bariloche). Of the 37 airports we operate in Argentina, 19 have been designated as “international airports” under applicable local law, meaning that they are or may potentially be equipped to receive international flights. The table below shows passenger traffic (in thousands) as reported by our subsidiaries: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International ​ For the year ended December 31, ​ ​ or national ​ ​ ​ ​ ​ ​ Airport ​ ​ ​ designation ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ (In thousand passengers) “Aeroparque Jorge Newbery” International 17,814.8 14,941.3 15,627.8 Aeropuerto Internacional de Ezeiza, “Ministro Pistarini” International 12,002.2 11,362.0 10,826.2 Aeropuerto Internacional de Córdoba, “Ing. A. Taravella” International 3,261.1 2,862.4 2,971.6 Aeropuerto de San Carlos de Bariloche “Teniente Luis Candelaria” International 2,563.2 2,374.9 2,603.3 Aeropuerto de Mendoza, “El Plumerillo” International 2,647.6 2,311.1 2,426.1 Aeropuerto Internacional de Salta, “Martín Miguel de Güemes” International 1,452.0 1,316.4 1,484.9 Aeropuerto de Cataratas del Iguazú, “Mayor D. Carlos Eduardo Krause” International 1,785.1 1,504.2 1,567.2 Aeropuerto de Neuquén, “Presidente Perón” International 1,386.6 1,143.1 1,138.1 Aeropuerto de Tucumán, “Tte. Benjamin Matienzo” International 856.6 728.0 855.7 Aeropuerto de Comodoro Rivadavia, “Geral. Enrique Mosconi” International 576.6 541.1 579.3 Aeropuerto de San Juan, “Domingo Faustino Sarmiento” National 199.9 186.2 221.5 Aeropuerto de Bahía Blanca, “Comandante Espora” National 241.5 238.9 277.8 Aeropuerto de Río Gallegos, “Piloto Civil Norberto Fernández” International 131.2 181.9 246.6 Aeropuerto de Jujuy, “Gobernador Horacio Guzmán” International 492.3 503.1 599.0 Aeropuerto de Resistencia, “José de San Martín” International 224.6 196.5 201.2 Aeropuerto Internacional de Mar del Plata, “Astor Piazzolla” International 299.8 299.5 321.3 ​ 47 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International ​ For the year ended December 31, ​ ​ or national ​ ​ ​ ​ ​ ​ Airport ​ ​ ​ designation ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ (In thousand passengers) Aeropuerto de Posadas, “Libertador General D. José de San Martín” International 330.6 325.0 409.9 Aeropuerto de Río Grande “Gobernador Ramon Trejo Noel” International 142.9 135.9 161.0 Aeropuerto Internacional de Formosa, “El Pucu” International 89.6 97.7 107.1 Aeropuerto de San Luis, “Brigadier Mayor César R Ojeda” National 59.6 60.5 76.1 Aeropuerto de Santiago del Estero, “Vcom. Ángel de la Paz Aragonés” National 223.6 215.3 240.3 Aeropuerto de La Rioja, “Capitán Vicente Almandos Almonacid” National 81.8 79.2 91.2 Aeropuerto de San Rafael, “S.A. Santiago Germano” National 51.1 51.0 46.1 Aeropuerto de Puerto Madryn, “El Tehuelche” National 183.2 154.4 207.3 Aeropuerto de Catamarca, “Coronel Felipe Varela” National 87.8 83.6 86.2 Aeropuerto de Esquel “Brigadier General Antonio Parodi” National 96.2 93.0 90.4 Aeropuerto de Paraná, “General Urquiza” National 42.6 38.5 53.1 Aeropuerto de Santa Rosa National 41.7 41.4 52.0 Aeropuerto de San Fernando International — 0.7 10.9 Aeropuerto de Viedma, “Gobernador Castello” National 34.7 35.1 43.3 Aeropuerto Termas de Río Hondo National 19.4 11.4 14.7 Aeropuerto de Río Cuarto, “Área de Material” National 11.4 25.2 27.9 Aeropuerto de General Pico National 0.5 0.0 0.0 Aeropuerto de Reconquista “Teniente Daniel Jukic” National — 1.1 5.9 Aeropuerto de Malargüe, “Comodoro D Ricardo Salomón” National — 0.0 0.6 Aeropuerto de Villa Reynolds National — 0.1 0.0 Aeropuerto El Palomar International — 0.0 0.0 ​ Main Operating and Financial Metrics In Argentina, our main concession is the AA2000 Concession Agreement, accounted for approximately 45.8 million passengers, or 96.6% of the 47.4 million total passengers we served during the year ended December 31, 2025. Approximately 12.0 million of our passengers were at Ezeiza Airport and 17.8 million at Aeroparque Airport. For the year ended December 31, 2024, the airports under AA2000 Concession Agreement, which accounted for approximately 40.8 million passengers, or 96.7% of the 42.1 million total passengers we served during the year ended December 31, 2024. Approximately 11.4 million of our passengers were at Ezeiza Airport and 14.9 million at Aeroparque Airport. For the year ended December 31, 2023, the airports under AA2000 Concession Agreement served approximately 42.3 million passengers, or 96.8%, of the total 43.7 million total passengers we served during the year ended December 31, 2023. Approximately 10.8 million of our passengers were at Ezeiza Airport and 15.6 million at Aeroparque Airport. Around 71% of Ezeiza’s passengers in 2025 were international. In our Argentina segment, AA2000 represented 99.1% of our total revenues, 96.6% of our passengers and 96.3% of our air traffic movements during the year ended December 31, 2025. On a consolidated basis, AA2000 represented 54.0% of our consolidated revenues, 52.8% of our total passengers and 52.9% of our air traffic movements during the year ended December 31, 2025. 48 Table of Contents The following table provides summary data for our operations in Argentina for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31,(1) ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total Revenue (in millions of U.S.$)(2) ​ $ 1,069.5 54.5 % $ 1,043.9 56.6 % $ 640.6 45.8 % Number of passengers (in millions) ​ ​ 47.4 54.7 % 42.1 53.4 % 43.7 53.8 % Air traffic movements (in thousands) ​ ​ 481.7 55.0 % 449.7 54.6 % 458.6 54.0 % Adjusted Segment EBITDA (in millions of U.S.$)(3) ​ $ 388.8 ​ 53.4 % $ 335.3 ​ 53.3 % $ 232.0 ​ 34.2 % Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(3) ​ $ 388.5 ​ 54.3 % $ 335.0 ​ 53.8 % $ 231.9 ​ 34.6 % (1) We have included information for our three concessions in Argentina: AA2000, BBL and ANSA. We currently indirectly own 85.0% of the ordinary share capital of AA2000, 85.0% of the share capital of BBL, and 77.7% of the share capital of ANSA. (2) Include intersegment adjustments of U.S.$0.1 million in 2024, and U.S.$0.1 million in 2023 (3) For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” AA2000 Concession Agreement Key Terms Key terms are described below, for a full description of the concession terms, see “—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement.” ● Term: The AA2000 concession agreement started in 1998 and expires in 2038, considering the new concession term after the extension granted by the Argentine Government in December 2020. ● Concession fee: AA2000 must pay 15% of total revenues excluding construction services to the Argentine Government. ● AA2000’s capital expenditures under the Technical Conditions of the Extension amount to approximately U.S.$500 million plus VAT: (i) phase 1, approximately U.S.$336 million plus VAT performed in 2022 and 2023, and (ii) phase 2, annual investments of approximately U.S.$41 million plus VAT between 2024 and 2027, for a total of approximately U.S.$164 million plus VAT. Investments between 2028 and 2038 will be determined based on the operational needs of the airport system and will take into consideration the economic equilibrium of the concession. As of the date of this annual report, AA2000 has substantially complied with the commitments under the Technical Conditions of the Extension. See “—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Technical Conditions of the Extension.” ● Economic equilibrium: The concession operates under a single-till model, which sets the economic equilibrium that needs to be achieved by the end of the concession. The economic equilibrium is based on the IRR (“Internal Rate of Return”) that is derived from the financial projection of income and expenses, which considers actual numbers for previous years and ORSNA’s projections for future years. ORSNA must verify the economic equilibrium on a yearly-basis and adjust the variables in case the IRR is below the target IRR. The adjustments could be made through increasing tariffs, reducing the concession fee or reducing the capital expenditure commitments. AA2000 Ownership Structure As of the date of this annual report on Form 20-F, we indirectly own 85.0% of the share capital and voting stock of AA2000’s share capital. The Argentine Government owns 15.0% of AA2000’s share capital and voting stock, which is subject to a lock-up restriction that is expected to remain in place until the expiration of the concession. ​ 49 Table of Contents Italy In Italy, we operate and manage the Florence Airport and the Pisa Airport, the leading airports in the Tuscany region, one of Italy’s most touristic regions. Florence Airport is an important world-class touristic destination serving full-cost carriers, while Pisa Airport has a proven low-cost carriers business model. Main Operating and Financial Metrics Of the approximately 9.8 million total passengers in the TA airports during the year ended December 31, 2025, approximately 6.0 million were in Pisa Airport and 3.8 million were in Florence Airport. Of the approximately 9.0 million total passengers in the TA airports during the year ended December 31, 2024, approximately 5.5 million were in Pisa Airport and 3.5 million were in Florence Airport. Of the approximately 8.2 million total passengers in the TA airports during the year ended December 31, 2023, approximately 5.1 million were in Pisa Airport and 3.1 million were in Florence Airport. The following table provides summary data for our operations in Italy for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total Revenue (in millions of U.S.$) ​ $ 170.4 ​ 8.7 % $ 138.8 ​ 7.5 % $ 133.4 9.6 % Number of passengers (in millions) ​ 9.8 ​ 11.3 % 9.0 ​ 11.4 % 8.2 10.1 % Air traffic movements (in thousands) ​ ​ 88.7 ​ 10.1 % 82.2 ​ 10.0 % 77.9 9.2 % Adjusted Segment EBITDA (in millions of U.S.$)(1) ​ $ 49.3 ​ 6.8 % $ 44.3 ​ 7.0 % $ 39.1 ​ 5.8 % Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(1) ​ $ 37.8 ​ 5.3 % $ 38.3 ​ 6.2 % $ 32.9 ​ 4.9 % (1) For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” Italian Concession Agreements Key Terms Key terms are described below, for a full description of the concession terms, see “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Italy—The Pisa Concession Agreement,” and “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Italy—The Florence Concession Agreement.” Term: The Florence airport concession began in 2003 and is expected to expire in 2045, while the Pisa concession agreement began in 2006 and is expected to expire in 2048. Both concession terms include the two-year extension granted by the Italian Government in July 2020, following a law in relation with the COVID–19 pandemic emergency measures. Concession fee: TA is required to pay annual fees, based on a workload unit criterion, where each unit corresponds to one passenger or 100 kg of goods or post. The canon is to be paid in two separate semi-annual installments, due in July and January of each year. The value of the minimum canon is adjusted on an annual basis according to inflation. For the year ended December 31, 2025, TA pays an annual canon of €4.2 million under the Pisa concession and €2.5 million under the Florence concession. For the year ended December 31, 2024, TA paid an annual canon of €3.9 million under the Pisa concession and €2.2 million under the Florence concession. For the year ended December 31, 2023, TA paid an annual canon of €3.9 million under the Pisa concession and €1.8 million under the Florence concession. Operating agreement: In 2015, ENAC and TA entered into an operating agreement (contratto di programma) which states TA’s obligations regarding, among others, the following items of the Pisa and Florence airports: airport traffic level forecasts, new construction and extraordinary maintenance works and TA’s performance of the obligations under the four-year intervention plan, as well as its quality and environmental protection plan. 50 Table of Contents Master Plan: Florence Airport Currently, Florence Airport cannot accommodate long-haul flights given the short length of its runway. Additionally, since the runway was built in alignment with the direction of the prevailing wind and mainly operates in a one-way direction, Florence Airport has a relatively high number of flight cancellations due to adverse weather conditions. Whenever possible, affected flights are rerouted to Pisa Airport to minimize passenger disruption (or be rerouted to Bologna Airport, if needed). Plans are underway to optimize the airport’s infrastructure, including the construction of a new runway and a new passenger terminal. The new infrastructure aims to support sustainable development, reach its full potential and complement Pisa Airport’s offerings. In 2014, the 2014-2029 Florence Airport master plan was defined and subsequently received technical and environmental approvals, culminating in Ministry of Infrastructure approval in April 2019. However, in May 2019, the master plan approval was repealed by Judgment No. 793 following a legal challenge by an environmental association and local municipalities. An appeal of this judgment was rejected by the Council of State in February 2020, requiring ENAC and TA to restart the administrative approval process. In 2022, a revised 2035 Florence Airport master plan was developed and submitted to ENAC following a public debate process required under applicable law. The master plan received technical approval from ENAC in May 2023, and the new integrated environmental assessment procedure (EIA-ESA) was initiated in June 2023. In mid-November 2025, the Ministry of the Environment, in agreement with the Ministry of Culture, issued the VIA-VAS Decree, expressing a favorable opinion in relation to the revised 2035 Florence Airport master plan and outlining specific environmental conditions. Following this approval, remaining steps include an assessment procedure pursuant to the Habitats Directive involving engagement with the European Commission regarding protected natural sites in the Natura 2000 Network, followed by an authorization process for urban planning compliance. The permit procedure is expected to be completed by the end of 2026. If approved, the master plan will entail a significant capital investment program at Florence Airport, which involves the construction of a new passenger terminal and runway upgrade. The project is designed to expand capacity to accommodate expected traffic growth and to improve service quality and commercial revenues. The estimated capital expenditure for this project is approximately €440 million, with financing sourced in part from approximately €150 million provided by public funding and approximately €290 million in self-financing. If the permit procedure is successful in 2026, as discussed above, the project is expected to be completed in 2029 and to add capacity for approximately 2.0 million or 3.0 million additional passengers, representing a significant increase in the airport’s current capacity. Master Plan: Pisa Airport In connection with the Pisa Airport, on October 24, 2017, ENAC approved and signed our 2014-2028 master plan. We expect further investments in capital expenditures to allow the airport to increase its capacity between 6.5 and 7.0 million passengers in the short term. In 2022, TA initiated the preliminary works and concluded in 2023 the construction plans for the expansion and renovation of the passenger terminal. The works started at the end of July 2024 and are currently ongoing. The opening of the new arrivals building of the terminal is expected in the autumn of 2026. Economic equilibrium: our Italian airports operate under a dual-till model, that establishes a guaranteed return for the aeronautical activities, based on an established WACC. Therefore, aeronautical tariffs are adjusted in order to cover aeronautical operating expenses as well as the allowed remuneration on capital expenditures. TA Ownership Structure TA is the result of the merger of Società Aeroporto Toscano (“SAT”), Galileo Galilei S.p.A. and Aeroporto di Firenze S.p.A. (“ADF”) on June 1, 2015, and is headquartered in Florence. As a result of the merger, CA Italy had a controlling stake of 51.1% of TA. In 2018, by means of two separate transactions, we acquired an additional 4.5% and 6.6%, respectively, in TA, increasing CA Italy’s ownership to 62.3% of its issued and outstanding common stock. Later in 2018, we sold and transferred 25.0% of CA Italy’s issued and outstanding common stock to Mataar, which is indirectly controlled by Investment Corporation of Dubai, reducing our ownership in CA Italy to 75% and, consequently, our indirect ownership in TA to 46. 7%. Finally, in 2025, we acquired Mataar’s interest in CA Italy, becoming its sole owner and increasing our indirect economic interest in TA by 15.6%, from 46.7% to 62.3%. TA is listed on Euronext Milan of Borsa Italiana S.p.A. under the ticker TYA. The year-end price for 2025 was €18.70 per share, representing a market cap of €348.0 million. Corporate capital amounted to €30.7 million as of December 31, 2025, which is comprised of 18,611,966 ordinary shares with no nominal value. 51 Table of Contents Brazil In Brazil, we operate the Brasilia Airport, which is located approximately 12 kilometers (7.5 miles) from downtown Brasilia, Brazil’s capital city. It is the only airport in South America capable of operating two runways simultaneously, which provides the largest runway capacity in Brazil. The Brasilia Airport is Brazil’s third-largest airport in terms of passenger traffic. Because of its geographic location in the central region of the country and its location in the federal capital of Brazil, the Brasilia Airport is one of the only airports with direct and daily flights to all 26 Brazilian state capitals. Brasilia Airport also offers some international routes. We also previously operated the Natal Airport, but in November 2020, we executed an irrevocable amendment for the termination of the Natal Concession Agreement. Pursuant to the terms of the amendment agreement, upon the execution of a new concession agreement with a new operator, an indemnification payment was required to be made to ICASGA. On January 18, 2023, the Brazilian Federal Court of Accounts (Tribunal de Contas da União) a government-related entity, gave clearance for the government to carry out the tender process for the Natal airport. On February 8, 2023, the tender documents were published and the auction date was set for May 19, 2023. ANAC conducted the new bidding process for the airport which was awarded to Zurich Airport International AG (“Zurich Airports”). On December 27, 2023, the Brazilian National Congress enacted a bill enabling a budgetary amendment and approving the payment by the Federal Government of the portion of the indemnification owed to ICASGA and subject to direct payment by the Federal Government. The other portion of the indemnification, also owed by the Federal Government, was paid by Zurich Airports. Following the enactment of such bill, an amicable process for the termination of the concession to ICASGA was effectively established, and ICASGA lost the right of exploitation of the airport. On December 28, 2023, ICASGA and ANAC entered into an agreement authorizing ICASGA to be merged into ACI do Brasil S.A. Main Operating and Financial Metrics In 2025, as a result of the termination of the Natal Concession Agreement, all of our approximately 16.7 million total passengers in Brazil were in the Brasilia Airport. In 2024, of the approximately 15.5 million total passengers in Brazil, approximately 15.2 million were in the Brasilia Airport and 0.4 million were in the Natal Airport. In 2023, of the approximately 17.1 million total passengers in Brazil, approximately 14.9 million were in the Brasilia Airport and 2.2 million were in the Natal Airport. The following table provides summary data for our operations in Brazil for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total Revenue (in millions of U.S.$) ​ $ 118.5 ​ 6.0 % $ 111.1 ​ 6.0 % $ 110.6 7.9 % Number of passengers (in millions) ​ 16.7 ​ 19.3 % 15.5 ​ 19.7 % 17.1 21.1 % Air traffic movements (in thousands) ​ 150.8 ​ 17.2 % 143.2 ​ 17.4 % 158.4 18.6 % Adjusted Segment EBITDA (in millions of U.S.$)(1) ​ $ 51.0 ​ 7.0 % $ 61.5 ​ 9.8 % $ 218.3 ​ 32.2 % Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(1) ​ $ 51.0 ​ 7.1 % $ 61.5 ​ 9.9 % $ 218.3 ​ 32.5 % (1) For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” 52 Table of Contents In March 2020, before the World Health Organization declared COVID-19 as a global pandemic, Inframerica, the concessionaire of the Natal Airport, filed a request for concession termination pursuant to Law 13.448/2017. The termination request was based on several factors, including significantly lower passenger traffic compared to the projections contained in the valuation studies (EVTEA) prepared at the time the concession was awarded, aeronautical tariffs that were materially lower than those applicable to other privatized airports, and air traffic control tariffs that were substantially below comparable tariffs. During the period in which the termination request was analyzed and until the appointment of a new concessionaire, Inframerica continued to operate the Natal Airport, maintaining safety and service standards, honoring its commercial agreements and preserving employees’ salaries and benefits. The termination request related exclusively to the Natal Airport. On May 26, 2020, the ANAC confirmed the technical and legal feasibility of the request regarding the re-bidding process initiated by ICASGA. On June 3, 2020, the process was subsequently approved by the Ministério da Infraestrutura, and on June 10, 2020, the Investment Partnership Program Council of the Ministry of Economy (Conselho do Programa de Parcerias de Investimentos of the Ministério da Economia) expressed a favorable opinion and submitted the request for proposal for re-bidding to the President of Brazil. On November 20, 2020, ICASGA and ANAC signed a concession agreement amendment, rendering the re-bidding process irrevocable. The auction successfully took place on May 19, 2023. On September 12, 2023, a contract between the new concessionaire and the Brazilian ANAC was signed, starting the process of approval of the compensation payment to ICASGA and a concession agreement with the new operator, Zurich Airports, was signed on September 12, 2023. Following the approval of the required budgetary allocation by the Brazilian National Congress and its endorsement by the President of Brazil on December 27, 2023, the final gross indemnification payable to ICASGA was determined at R$609.5 million (approximately U.S.$125.9 million). The auction for the new concessionaire was successfully held on May 19, 2023. Considering that all conditions for the concession agreement amended to be effective were met, as of December 31, 2023, a net gain of U.S.$166.5 million was recognized in ICASGA, mainly due to a gain for the reversal of impairment losses recognized in previous periods over intangible assets of U.S.$103.8 million (Note 12) and other operating income that includes the compensation for the assets and liabilities of the concession for a total of U.S.$62.7 million (Note 8). The related concession assets, including the concession intangible asset, and liabilities were derecognized as of December 31, 2023. The transaction did not have an impact on income tax as unrecognized tax loss carry forwards were used to compensate the current tax expense for an amount of R$36.8 million (equivalent to U.S.$7.4 million). Based on tax advice received, management considers that 100% of the result could be offset by tax loss carryforwards with no limitation. On December 29, 2023, the Brazilian Government made a partial payment deducting all the obligations related to fixed and variable concession fees and including the receivables related to re-equilibriums (a total net payment of R$199.7 million equivalent to U.S.$41.3 million), extinguishing all the concession fees obligations that ICASGA maintained. On January 5, 2024, the balance of the indemnification was collected totaling U.S.$90.6 million. Additionally, on December 31, 2023, following ICASGA’s absorption by ACIB, a Brazilian subsidiary of CAAP, all the rights and obligations of ICASGA were transferred to ACIB. Brazilian Concession Agreements Key Terms Key terms are described below, for a full description of the concession terms, see “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Brazil—Brasilia Concession Agreement,” and “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Brazil—Natal Concession Agreement.” Term: The Natal Airport concession was awarded in August 2011 to ICASGA and was originally scheduled to expire in 2040. On March 5, 2020, however, the Company made public that ICASGA filed a non-binding request to the Brazilian Federal Government to commence the termination process of the Natal Airport, and on November 19, 2020, CAAP announced the execution of the corresponding amendment. On December 28, 2023, ICASGA and ANAC entered into an agreement, whereby ICASGA was absorbed by ACI do Brasil S.A. Following the completion of the re-bidding process, the operation of the Natal Airport was transferred to Zurich Airports (the new concessionaire). The Brasilia Concession Agreement started in 2012 and is expected to expire in 2037, which may be extended for an additional 5 years, if necessary, to reestablish economic equilibrium. 53 Table of Contents Concession fees: The Brasilia airport is required to pay the ANAC an annual fixed payment. The amount is R$180.0 million for the years 2021 through 2031 (for 2021, the company is still having a judicial discussion to reduce 50% of the amount, reprograming the futures payments from 2030 to 2037), R$301.4 million for 2032 and R$270.1 million for the years 2033 through 2037, as well as a variable payment, adjusted by the Consumer Price Inflation Index (Índice Nacional de Preços ao Consumidor Amplo; or “IPCA”). Brasilia Airport is also subject to an annual variable payment, equal to: (i) 2% of the perceived annual gross revenues, for annual gross revenue of up to, R$469.8 million for the year ended December 31, 2022, and R$491.3 million for the year ended December 31, 2023; plus (ii) 4.5% of the annual gross revenues, including the gross revenue of its wholly owned subsidiaries, for annual gross revenues above R$469.8 million for the year ended December 31, 2022, and R$491.3 million for the year ended December 31, 2023, if any. As of December 31, 2021, a 50% of the concession fee to be paid in 2021 by ICAB was pending as a re-scheduling of such fee was requested. Regarding the concession fee to be paid in 2022, a partial payment of R$81.6 million (equivalent to U.S.$15 million) was made through the application of re-equilibrium credits. To pay the remaining amount, ICAB presented on November 21, 2022, an offer of court payment orders to the Ministry of Infrastructure, which is still under analysis. In December 2022, the Ministry issued an official letter confirming that until it issues a final opinion, ICAB is in compliance with its obligations. Regarding the concession fee to be paid in 2023, a partial payment of R$104.5 million (equivalent to U.S.$21.6 million) was made through the application of re-equilibrium credits. The remaining amount of R$248.2 million (equivalent to U.S.$51.3 million) was paid in cash. Regarding the year 2024, a partial payment of R$112.6 million (equivalent to U.S.$19.3 million) was made through the application of re-equilibrium credits. The remaining amount of R$257.3 million (equivalent to U.S.$44.1 million) was paid in cash, bringing the total to R$369.9 million (equivalent to U.S.$63.4 million). In 2025, the enforceability of a fixed contribution of R$386.4 million was suspended, as communicated by the regulatory authority (ANAC) in December 2025, as a result of the contractual renegotiation process. The suspension will remain valid until the negotiation process is concluded and, while in effect, does not constitute a default. Tariff Adjustment: The Brazilian concessions operate under an inflation-based model. Tariffs shall be adjusted annually by IPCA, upon the application of a specific formula that considers the IPCA and the effects of the Q and X Factors, as defined in the Brazilian Concession Agreements. The Brazilian ANAC adopted Factor X as a mechanism to measure positive and negative productivity and efficiency variations. Extraordinary review: an extraordinary review is intended to restore the economic and financial equilibrium of the Brazilian Concession Agreements when costs, revenues or gains of ICASGA or ICAB are unbalanced as a result of events with respect to which the Brazilian ANAC is required to bear the risk. We may request an extraordinary review of the Brazilian Concession Agreement to re-establish the economic and financial equilibrium of the concession if one or more of the following events occurs: (a) changes in any law or rule related to (i) the services that the concessionaire must provide or (ii) any security procedure; (b) operational restrictions resulting from any act (or omission thereof) by any governmental body; (c) mandatory changes in tariffs or granting of tariff benefits; (d) changes in the tax regime that causes additional costs for the concessionaire (excluding income tax); and (e) a Force Majeure event. The review is based, among others, on the marginal cash flow related to every event generating economic and financial disequilibrium. Brazilian airport Ownership Structure The Brasilia Airport Concession is owned by ICAB, a subsidiary of Inframerica. As of the date of this annual report, we own 99.98% of the equity interests of Inframerica, which holds 51.0% of the equity interests of ICAB. Infraero, a state-owned company affiliated with the Civil Aviation Secretariat of Brazil, is the owner of the remaining 49.0% interest in ICAB. Inframerica was originally owned by Infravix and Corporación América S.A. (“CASA”). In 2015, we and the Majority Shareholder (A.C.I. Airports S.à r.l.) acquired Infravix’s and CASA’s shareholding in Inframerica. As of the date of this annual report, ICASGA has been fully absorbed by ACI do Brasil S.A., and the concession for the Natal Airport has been fully transferred to Zurich Airports (see “Item 4. Information On the Company—B. Business Overview—Our Airports by Country in Which We Operate—Brazil”). 54 Table of Contents Uruguay Our operations in Uruguay consist of the operation and maintenance of the two main Uruguayan airports that receive commercial flights, the Carrasco Airport and the Punta del Este Airport, and the Uruguay New Airports which were incorporated into the scope of the Carrasco Concession Agreement pursuant to the Amended Carrasco Concession Agreement. The Carrasco Airport, located near Montevideo, is Uruguay’s largest airport in terms of passenger traffic and serves as the country’s primary gateway for international travel. Carrasco Airport has the capacity to handle up to 4.5 million passengers annually. It currently serves regional centers, tourist destinations, and certain major cities throughout Europe and the Americas. The Punta del Este Airport is not material to our business. Upon the execution of the Amended Carrasco Concession Agreement, Puerta del Sur also operates, develops and maintains the Uruguay New Airports. We also own TCU S.A. (“TCU”) through which we operate the cargo terminal at the Carrasco Airport. We own 100% of Puerta del Sur, the holder of the concession agreement through the execution of a comprehensive management agreement with the Uruguayan Ministry of Defense (the “Carrasco Concession Agreement”) to operate the Carrasco Airport and, following the execution of the Amended Carrasco Concession Agreement, the Uruguay New Airports. Additionally, we own 100% of CAISA, the holder of the concession agreement (“Punta del Este Concession Agreement,” and together with the Carrasco Concession Agreement, the “Uruguayan Concession Agreements”) with the Uruguayan Ministry of Defense to operate the Punta del Este Airport. In 2003, our wholly-owned subsidiary Cerealsur S.A. acquired 100% of the outstanding shares of Puerta del Sur, the holder of the Carrasco Concession Agreement. The original concession agreement was for a period of 20 years ending in November 2023, which term was extended for an additional period of 10 years, until 2033. In November 2021 we executed an amendment to the Carrasco Concession Agreement extending the concession term for additional 20 years, until 2053 and incorporating the Uruguay New Airports to the scope of the concession. Main Operating and Financial Metrics In 2025, of the approximately 2.3 million total passengers in Uruguay, approximately 2.1 million were in the Carrasco Airport and 155 thousand were in the Punta del Este Airport. In 2024, of the approximately 2.2 million total passengers in Uruguay, approximately 2.1 million were in the Carrasco Airport and 133 thousand were in the Punta del Este Airport. In 2023, of the approximately 2.0 million total passengers in Uruguay, approximately 1.8 million were in the Carrasco Airport and 134 thousand were in the Punta del Este Airport. The following table provides summary data for our operations in Uruguay for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total Revenue (in millions of U.S.$)(1) ​ $ 192.2 9.8 % $ 185.7 10.1 % $ 157.0 11.2 % Number of passengers (in millions) ​ ​ 2.3 2.6 % 2.2 2.8 % 2.0 2.4 % Air traffic movements (in thousands) ​ ​ 34.0 3.9 % 32.5 4.0 % 32.0 3.8 % Adjusted Segment EBITDA (in millions of U.S.$)(2) ​ $ 66.2 ​ 9.1 % $ 64.0 ​ 10.2 % $ 50.0 ​ 7.4 % Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(2) ​ $ 66.2 ​ 9.2 % $ 64.0 ​ 10.3 % $ 50.0 ​ 7.4 % (1) Includes revenues for TCU and intersegment adjustments of U.S.$10.2 million in 2025, U.S.$8.4 million in 2024 and U.S.$8.2 million in 2023. (2) For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” ​ 55 Table of Contents Uruguayan Concession Agreements Key Terms Key terms are described below, for a full description of the concession terms, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—The Carrasco Concession Agreement,” and “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—The Punta del Este Concession Agreement.” Term: The initial term of the Carrasco Concession Agreement was for 20 years commencing in November 2003, which in August 2014 was extended for an additional 10-year period, until 2033, and further extended in November 2021, upon execution of the Amended Carrasco Concession Agreement, for an additional 20-year period until 2053. The Punta del Este Concession Agreement was executed in 1993 and was extended in 2019 for an additional 14-year period, until 2033, and further extended on May 15, 2024, upon execution of the Amended Punta del Este Concession Agreement for an additional 10-year period until 2043. Concession fee: Puerta del Sur is required to pay annual concession fees, consisting of (a) basic fees, equal to the higher of (i) a fixed annual amount of U.S.$6.06 million and (ii) U.S.$5.57 per total annual passengers (some limits and exceptions apply), plus applicable cargo fees, and (b) additional fees, as long as the number of passengers exceed 1.5 million passengers per year, which are calculated by multiplying the number of passengers by a fix coefficient, depending on the volume of passengers. The concession fee is to be made in two separate semi-annual installments, due July and December each year. As per a recent amendment to the Carrasco Concession Agreement, by which the area in which the old airport terminal is located was incorporated to the concession area for logistic activities, an additional cargo fee was created for cargo which does not arrive or departure by air. Tariff adjustment: The Uruguayan concessions operate under an inflation-based model. The tariffs charged to the airlines per aircraft movements and passenger use tariffs are adjusted pursuant to the formula described in the Carrasco Concession Agreement, considering a combination between domestic and US inflation rates. Puerta del Sur and CAISA Ownership Structure We own 100% of Puerta del Sur, the holder of the Carrasco Concession Agreement, which incorporated the Uruguay New Airports, and 100% of CAISA, the holder of Punta del Este Concession Agreement. Ecuador Our operations in Ecuador consist of the operation and maintenance of the Guayaquil Airport, in the City of Guayaquil, the second largest airport in the country, and the Galapagos Airport, located in Baltra Island, Galapagos Archipelago, the third largest airport in the country. The Galapagos Airport has been recognized as the first ecological and sustainable airport in the world by the U.S. Green Building Council. The airport terminal was entirely planned, designed and built, taking into account its relationship with the surrounding environment to reduce its environmental impact. The terminal also received Leadership in Energy and Environmental Design (LEED) certification, GOLD level. Additionally, in June 2017, the Galapagos Airport became the first carbon neutral airport in Latin America from the Airport Carbon Accreditation program. The program, implemented by Airports Council International Europe, is aimed at evaluating and recognizing airports that make outstanding efforts to reduce and compensate for greenhouse gas emissions. Currently, the Galapagos Airport is in level 3 and it is working towards moving to the next level: 5 Net Zero. 56 Table of Contents Main Operating and Financial Metrics The following table provides summary data for our operations in Ecuador for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31(1), ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total Revenue (in millions of U.S.$) ​ $ 114.4 5.8 % $ 110.3 6.0 % $ 105.2 7.5 % Number of passengers (in millions) ​ ​ 4.7 5.4 % 4.7 5.9 % 4.8 6.0 % Air traffic movements (in thousands) ​ ​ 78.4 8.9 % 76.1 9.2 % 78.5 9.2 % Adjusted Segment EBITDA (in millions of U.S.$)(2) ​ $ 33.3 ​ 4.6 % $ 33.7 ​ 5.4 % $ 32.0 ​ 4.7 % Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(2) ​ $ 33.3 ​ 4.7 % $ 33.7 ​ 5.4 % $ 32.0 ​ 4.8 % (1) We have included 100% of operational information of ECOGAL, with respect to number of passengers and air traffic movements, for the years ended December 31, 2025, 2024, and 2023. The revenue information for the years ended December 31, 2025, 2024, and 2023 includes only the consolidated revenue of TAGSA, our other concession in the Ecuador segment. (2) For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” Ecuadorian Concession Agreements Key Terms Key terms are described below, for a full description of the concession terms, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Ecuador—The Guayaquil Concession Agreement,” and “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—The Galápagos Concession Agreement.” Term: The Guayaquil Concession Agreement was executed in 2004, as amended from time to time, and is set to expire on July 27, 2031. TAGSA and AAG signed the Eighth Amendment of the Concession Agreement on July 20, 2021, through which the economic-financial equilibrium of the concession was reestablished, due to the force majeure and/or fortuitous event caused by the COVID-19 pandemic and its effects through time. Pursuant to this amendment, TAGSA was compensated for the losses suffered from March 17, 2020, through December 31, 2020, by a two-year extension, ending July 31, 2031. The Eighth Amendment of the Concession Agreement sets forth a compensation procedure for the following years starting in 2021. Concession fee: TAGSA is required to pay an annual concession amount equal to 55.25% of the aggregate gross revenue from tariffs and charges, and certain other commercial revenues (e.g., fuel, parking spaces and use of convention center) derived from the operation of the Guayaquil Airport, for 2022, and will be 50.25% until the economic-financial equilibrium is fully reestablished. Tariff adjustment: The Ecuadorian concessions operate under an inflation-based model. The tariffs charged to the airlines per aircraft movements and passenger use tariffs are adjusted pursuant to the formula described in the Guayaquil Concession Agreement, considering a combination between domestic and US inflation rates. Capital expenditure commitments: as a result of the concession extension granted by Seventh Amendment, the Guayaquil Concession Agreement includes an obligation to execute new works and investments that will culminate in the year 2024, for a total reference amount of U.S.$32.2 million, of which U.S.$26.3 million were already invested as of December 31, 2023. This Seventh Amendment establishes that in the year 2024, a resurfacing project for the runway was to be executed for an approximate value of U.S.$8.0 million. However, said project was not technically necessary, which led to the execution of the Tenth Amendment to reallocate the investment funds and establish a mechanism of mutual agreement to determine the allocation of those resources. Currently, works have been executed and investments made by TAGSA have been offset in the amount of U.S.$2.1 million, leaving a remaining balance of U.S.$4.8 million to be invested. Term: The Galápagos Concession Agreement was executed in 2011, as amended from time to time, and is set to expire on December 31, 2032. 57 Table of Contents On January 15, 2026, ECOGAL entered into the Fourth Addendum to the Concession Agreement with the Dirección General de Aviación Civil (“DGAC”) in connection with the Public Airport Service of Seymour Airport, located on Baltra Island, Santa Cruz Canton, Galápagos Province. Said Fourth Addendum recognizes ECOGAL’s right to the restoration of the economic and financial equilibrium of the Concession Agreement and establishes the following compensation mechanisms: 1. Extension of the term of the Concession Agreement until December 31, 2032. 2. Increase of the Terminal Passenger Use Tax by U.S.$5.20 per passenger and increase of the Landing Fee by U.S.$1.61 per ton. The implementation of such increases was subject to the issuance of a resolution by the National Civil Aviation Council, following a formal request submitted by the Director of the DGAC. Such resolution was duly issued on March 3, 2026 (Resolution No. 003/2026 of the National Civil Aviation Council). 3. Increase of the management fee payable to the relevant CAAP company to 8% of airport revenues. In addition to the obligations under the Concession Agreement, ECOGAL has undertaken the following commitments: 1. Increase of the DGAC supervision fee to 5% of airport revenues. 2. Within one year from the execution of the Fourth Addendum, ECOGAL shall resurface the entire runway and apron with 0.10 meters of asphalt and shall install the airport beacon system. 3. In consideration of the extension of the concession term until December 31, 2032, ECOGAL shall carry out an additional resurfacing of the runway during the second half of 2031, if required, for a maximum aggregate amount of up to U.S.$4 million (including VAT). For this purpose, a technical study shall be conducted in 2029 to assess the condition of the runway. If, based on the results of such study, ECOGAL determines that resurfacing is necessary, the execution of such works shall be subject to the condition that the concession agreement remains in economic and financial equilibrium. TAGSA and ECOGAL Ownership Structure We currently own 50.0% of TAGSA, which operates and maintains the Guayaquil Airport, and 99.9% of ECOGAL, which operates and maintains the Galapagos Airport. Armenia In Armenia, we operate the only two airports for scheduled commercial flights in Armenia: The Zvartnots Airport, located in the capital city of the country, and the Shirak Airport. Main Operating and Financial Metrics For the year ended December 31, 2025, of the approximately 5.8 million total passengers in Armenia, approximately 5.6 million were in the Zvartnots Airport and 0.1 million were in the Shirak Airport. For the year ended December 31, 2024, of the approximately 5.4 million total passengers in Armenia, approximately 5.2 million were in the Zvartnots Airport and 0.1 million were in the Shirak Airport. For the year ended December 31, 2023, of the approximately 5.4 million total passengers in Armenia, approximately 5.3 million were in the Zvartnots Airport and 0.1 million were in the Shirak Airport. ​ 58 Table of Contents The following table provides summary data for our operations in Armenia for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ ​ ​ % of Total Revenue (in millions of U.S.$) ​ $ 296.3 15.1 % $ 252.8 13.7 % $ 252.5 18.0 % Number of passengers (in millions) ​ 5.8 6.6 % 5.4 6.8 % 5.4 6.7 % Air traffic movements (in thousands) ​ 42.9 4.9 % 39.9 4.8 % 44.1 5.2 % Adjusted Segment EBITDA (in millions of U.S.$)(1) ​ $ 119.1 ​ 16.4 % $ 102.7 ​ 16.3 % $ 99.7 ​ 14.7 % Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(1) ​ $ 118.6 ​ 16.6 % $ 102.3 ​ 16.4 % $ 99.6 ​ 14.8 % (1) For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” Armenian Concession Agreement Key Terms Key terms are described below, for a full description of the concession terms, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Armenia—Armenian Concession Agreement.” Term: The Armenian Concession Agreement was executed in 2002 and expires in 2067. The concession agreement provides for the possibility to discuss potential future extensions, subject to mutual agreement. Concession fee: no concession fee is required under the Armenian Concession Agreement. Master Plan: AIA submitted a new master plan on January 26, 2026, which replaces the former master plan and applies during the term of the agreement. The master plan includes a capital investment program of U.S.$425 million to be executed by 2033, covering infrastructure development, operational enhancements, and long-term capacity expansion at Zvartnots International Airport. The master plan shall be updated every five years starting in 2034. Tariff adjustments: the Armenian concession operates under an inflation-based model. The concession agreement provides for annual tariff adjustments starting in April 2027. Economic equilibrium and rebalancing mechanisms. The concession agreement provides an economic equilibrium rebalance framework, providing for compensation mechanisms in the event of: a. force majeure events; b. passenger traffic declines below certain thresholds; c. any additional regulatory or tax changes affecting the concession’s financial balance; and d. additional capital investments approved by the GOVERNMENT OF ARMENIA beyond the agreed investment program. The compensation mechanism may be given via tariff adjustments and/or extensions of the concession term. Airport charges and tariff adjustment framework. The agreement establishes that AIA has the right to adjust all tariffs set in Euros, staring in April 2027, by a parametric formula considering the inflation indices in Armenia, the United States, and the European Union, as well as the applicable exchange rates. AIA Ownership Structure We own 100% of AIA which owns the concession to operate and maintain the Zvartnots Airport and the Shirak Airport. 59 Table of Contents Main Customers Main Aeronautical Customers For the year ended December 31, 2025 our main aeronautical customers were LATAM Group, Aerolíneas Argentinas Group, Gol Transportes Aéreos, Copa, Jetsmart Airlines, Avianca Group, Iberia Lineas Aereas Espana, American Airlines and FB Líneas Aéreas S.A. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ (in millions ​ Aeronautical ​ (in millions ​ Aeronautical ​ (in millions ​ Aeronautical Main Aeronautical Customers ​ ​ ​ of U.S.$) ​ ​ ​ Revenue ​ ​ ​ of U.S.$) ​ ​ ​ Revenue ​ ​ ​ of U.S.$) ​ ​ ​ Revenue LATAM Group(1) ​ 132.8 ​ 14.2 % 124.2 ​ 14.2 % 84.8 ​ 13.2 % Aerolíneas Argentinas Group(1) 121.7 13.0 % 123.5 14.1 % 71.4 11.1 % Gol Transportes Aéreos ​ 71.5 ​ 7.6 % 56.5 ​ 6.4 % 37.1 ​ 5.8 % Copa 56.9 6.1 % 53.5 6.1 % 40.2 6.2 % Jetsmart Airlines ​ 52.2 ​ 5.6 % 28.8 ​ 3.3 % 15.7 ​ 2.4 % Avianca Group 52.0 5.6 % 37.7 4.3 % 27.6 4.3 % Iberia Lineas Aereas España 35.8 3.8 % 36.9 4.2 % 23.8 3.7 % American Airlines 30.0 3.2 % 34.3 3.9 % 23.5 3.6 % FB Líneas Aereas S.A. 26.5 2.8 % 24.9 2.8 % 17.8 2.8 % Others 355.3 38.0 % 356.4 40.7 % 302.5 46.9 % Total 934.7 100.0 % 876.7 100.0 % 644.5 100.0 % (1) See “Item 3. Key Information—Risk Factors—Risks Related to Our Business and Industry—The loss of one or more of our aeronautical customers or the interruption of their operations could result in a loss of a significant amount of our passenger traffic.” The table sets forth our main aeronautical customers for the years ended December 31, 2025, 2024, and 2023, based on the total amount of aeronautical revenue. Main Commercial Customers In 2025, our main commercial customers were Dufry and Flyone Armenia. In 2025, we invoiced U.S.$93.4 million to Dufry and U.S.$31.1 million to Flyone Armenia, representing 11.5 % and 3.8 %, respectively, of our total consolidated commercial revenue. In 2024, our main commercial customers were Dufry and Flyone Armenia. In 2024, we invoiced U.S.$89.3 million to Dufry and U.S.$21.4 million to Flyone Armenia, representing 12.1 % and 2.9 %, respectively, of our total consolidated commercial revenue. In 2023, our main commercial customers were Dufry and Flyone Armenia. In 2023, we invoiced U.S.$82.2 million to Dufry and U.S.$26.5 million to Flyone Armenia, representing 13.6% and 4.4%, respectively, of our total consolidated commercial revenue. In December 2023, CAAP became holder of 49% of the equity shares of Navinten S.A., which operates the duty free shops in the airports of Uruguay; as of that date, Navinten S.A. is an associated company. Our duty-free concession agreements are primarily long-term contracts and include a variable payment, as well as a required minimum fee. Variable payments are calculated as a percentage of revenues. New contracts may include an upfront payment once executed. We also charge a separate fee for use of retail and warehouse space. The terms of each agreement with Dufry vary depending on the jurisdiction and size of the airport where it operates. 60 Table of Contents The following table sets forth our main commercial services providers for the years ended December 31, 2025, 2024 and 2023, based on the percentage of total amounts invoiced by us (net from value added tax) to all commercial services providers during the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ ​ % of Total ​ ​ (in millions ​ Commercial ​ (in millions ​ Commercial ​ (in millions ​ Commercial Main Commercial Customers ​ ​ ​ of U.S.$) ​ ​ ​ Revenue ​ ​ ​ of U.S.$) ​ ​ ​ Revenue ​ ​ ​ of U.S.$) ​ ​ ​ Revenue Dufry ​ 93.4 11.5 % 89.3 12.1 % 82.2 13.6 % Flyone Armenia ​ 31.1 3.8 % 21.4 2.9 % 26.5 4.4 % Aeroflot Group ​ 17.8 2.2 % 14.9 2.0 % 11.8 2.0 % Dragonpass ​ 13.2 1.6 % 6.8 0.9 % 3.7 0.6 % Priority Pass ​ 13.0 1.6 % 11.9 1.6 % 9.5 1.6 % Wizz Air ​ 10.8 1.3 % 7.6 1.0 % 7.6 1.3 % Aerolineas Argentinas Group ​ 9.0 1.1 % 12.4 1.7 % 10.2 1.7 % Gategourmet ​ 8.8 ​ 1.1 % 9.9 ​ 1.3 % 4.3 ​ 0.7 % Zvartnots Handling CJSC ​ 4.9 ​ 0.6 % 4.3 ​ 0.6 % 4.4 ​ 0.7 % Others ​ 611.1 ​ 75.2 % 560.3 ​ 75.9 % 443.4 ​ 73.4 % Total ​ 813.1 100.0 % 738.7 100.0 % 603.7 100.0 % ​ Plans for expansion We are also pursuing a major terminal area expansion at Zvartnots Airport. One of the main goals for this project is to expand capacity to accommodate growing passenger traffic and to improve operational performance. The estimated capital expenditure for this project is U.S.$425 million, with financing arrangements to be confirmed. The project is expected to be completed in 2031 and to add capacity for approximately 12.0 million additional passengers, representing approximately 3.0 times the airport’s current capacity. Nigeria In October 2022, a consortium formed by Corporación América Airports, Mota-Engil, Engenharia e Construção África S.A., and Mota-Engil Nigeria Limited (the “Nigeria Consortium”), in which the Company holds a 51% stake, was declared by the Federal Government of Nigeria as the preferred bidder for the concession of Nnamdi Azikiwe International Airport, Abuja (“NAIA”) and Mallam Aminu Kano International Airport, Kano (“MAKIA”), and their respective cargo terminals. In May 2023, the Federal Executive Council of Nigeria approved the concession under a public-private partnership arrangement. The concession agreement has a term of 20 years for NAIA and 30 years for MAKIA. On April 7, 2025, the Federal Government of Nigeria discontinued the previous concession allocation processes for four international airports (Lagos, Abuja, Kano, and Port Harcourt). The Government informed the Company that the concessions bidding process will be restructured and re-advertised. As of December 31, 2025, the Nigerian companies created by the Consortium in anticipation of the operation of the Abuja and Kano concessions remained inactive. Iraq In November 2025, a consortium formed by Corporación América Airports and Amwaj International for Real-Estate Investments Co. Ltd. (the “Iraq Consortium”) signed an award agreement with the Government of Iraq, following an international tender process supervised by the International Finance Corporation (IFC), a member of the World Bank Group, to operate Baghdad International Airport. Pursuant to the terms of the award agreement, the parties have a period of 90 days (which may be extended by mutual agreement) to negotiate in good faith and enter into the respective public-private partnership agreement. The project contemplates a total investment of approximately $764 million and a 25-year concession term. The scope of works includes construction of a new passenger terminal with initial capacity of 9 million passengers annually, expandable to 15 million passengers, as well as rehabilitation of runways, taxiways and aircraft aprons, installation of boarding bridges, a VIP terminal, and other facilities. The Company is currently negotiating the extension of the period and the execution of the PPP agreement. The Iraq Consortium is also working on the incorporation of a special purpose vehicle. 61 Table of Contents Angola In December 2025, the consortium formed by the Company, Mota-Engil Engenharia e Construção and BestFly Ltda. received a formal notification from the Ministry of Transport of the Republic of Angola, of the award decision in connection with the tender process for the operation, management and maintenance of the newly built international airport in Luanda (Dr. António Agostinho Neto International Airport – “AIAAN”). The decision follows a competitive process conducted in compliance with applicable legal and technical procedures in Angola, and is subject to the execution of the definitive concession agreement, the approval of the concession agreement by the Court of Auditors and the satisfaction of customary conditions precedents. As of the date of this annual report, the consortium has provided the required bond and is currently reviewing the draft of the concession agreement for AIAAN. Environmental, Social and Governance (ESG) CAAP qualifies as a “large undertaking” on a stand-alone basis and as a “parent undertaking” of a large economic group as defined in the Corporate Sustainability Reporting Directive (“CSRD”) adopted by the European Commission. Thus, we are subject to the reporting obligations set forth under the CSRD. The legal reporting obligations under the CSRD, include, among others: ● provide information on the Company and its subsidiaries’ value chain impact on sustainability matters as well as how sustainability matters affect the Company and its subsidiaries’ value chain, development, performance and position, according to the European Sustainability Reporting Standards (“ESRS”); and ● obtain from the Company’s statutory auditor an opinion, based on a limited assurance engagement, on the compliance of the Company’s consolidated sustainability reporting pursuant to the requirements set forth in the CSRD and the ESRS, among others. Following the approval of the Omnibus I simplification package by the European Parliament on December 16, 2025 (following the provisional agreement reached with the Council of the EU on December 9, 2025), the mandatory reporting timeline for companies previously classified in the ‘second tranche’ has been postponed by two years. We expect to be required to report in line with the European Sustainability Reporting Standards (ESRS) and CSRD requirements for the first time in 2028, covering the financial year ending December 31, 2027. This timeline remains subject to the final transposition of these amendments into Luxembourg law, which is expected in the first half of 2026. The “Omnibus” directive was published in the Official Journal of the European Union on February 26, 2026, following its official adoption by the Council of the European Union on February 24, 2026. During 2024, the Company completed its double materiality assessment and obtained the final list of KPIs to disclose and comply with the CSRD. The results were shared with the local sustainability teams, and a workshop to review process of the outcome was held with the Audit Committee. Such KPIs will have to be revised and matched with the new ESRS simplified requirements during 2026. During 2025, the Company published its 2024 sustainability report, aligned with the GRI Standard, and intends to do the same during 2026 for the 2025 sustainability report. Also, the Company modified its Corporate Governance Code to give formal entity to the Corporate Sustainability Area and its relationship with the local sustainability teams, Executive Committee and Audi Committee. Moreover, the Company’s strategy contemplates the implementation, in the near future, of the following steps: ● Development of internal corporate ESG policies and processes to increase compliance at a consolidated level, and allocate responsibilities across the group entities and teams; ● Align the CSRD requirements to the current Corporate Strategy for the management of the ESG KPIs that are currently not being measured in the manner that the CSRD demands; and ● Provision of regular sustainability and ESG related trainings to board members, executive teams and people responsible for collecting sustainability-related information across the Company. 62 Table of Contents Regulatory and Concessions Framework Introduction As of December 31, 2025, we hold concessions in Argentina, Italy, Brazil, Uruguay, Ecuador and Armenia and are subject to regulations in each one of these countries. The following table sets out aspects of our concession agreements, along with their respective term and extension provisions, and the corresponding regulatory governmental authority. ​ ​ ​ ​ Concession agreement ​ ​ ​ Governmental authority ​ ​ ​ Term and extension provisions Argentina ​ AA2000 Concession Agreement ​ Argentine Government; ORSNA ​ 30-year original term. It was extended for 10 additional years on December 17, 2020, ending February 13, 2038. ​ ​ ​ ANSA Concession Agreement ​ Government of the Province of Neuquén; ORSNA ​ 20-year original term ending October 24, 2021. It was extended until October 2026. ​ ​ ​ BBL Concession Agreement ​ Municipality of Bahía Blanca; ORSNA ​ 25 year term ending May 22, 2033. Concession term may be extended for 10 years upon governmental approval.- ​ Italy ​ Pisa Concession Agreement ​ ENAC ​ 40-year original term. A two-year extension was granted by the Government in July 2020 (ending December 7, 2048). ​ ​ ​ Florence Concession Agreement ​ ENAC ​ 40-year original term. A two-year extension was granted by the Government in July 2020 (ending February 10, 2045). ​ Brazil ​ Brasilia Concession Agreement ​ Brazilian ANAC ​ 25-year term (ending July 24, 2037); may be extended for an additional 5 years if necessary to reestablish economic equilibrium. ​ Uruguay ​ Carrasco Concession Agreement and ​ Defense Ministry ​ 20-year original term. A ten-year extension was granted by the Government in August 2014 (ending 2033) and an additional 20-year extension was granted by the Government in November 2021 (ending on November 20, 2053). ​ ​ ​ Punta del Este Concession Agreement ​ Defense Ministry ​ 20-year original term. A six-year extension was granted by the Government in 2001 (ending 2019), an additional 14-year extension was granted by the Government in 2019 (ending 2033) and a third extension was granted by the Government in 2023 for 10 years (ending 2043) ​ Ecuador ​ Guayaquil Concession Agreement ​ AAG; Municipality of Guayaquil ​ 27-year and 5-month term (ending July 27, 2031). ​ ​ ​ Galapagos Concession Agreement ​ DGAC; STAC (as defined herein) ​ Extension recently executed. Concession set to terminate on December 31, 2032. ​ Armenia ​ Armenian Concession Agreement ​ Armenian Ministry of Territorial Administration and Infrastructure, CAC (as defined herein) ​ Extension recently executed. Concession set to terminate on December 31, 2067 ​ ​ 63 Table of Contents Argentina Our Airports in Argentina ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Location ​ ​ ​ International or national status ​ ​ ​ Category(1) 1. Aeropuerto de San Carlos de Bariloche “Teniente Luis Candelaria” San Carlos de Bariloche International I 2. Aeropuerto de Catamarca, “Coronel Felipe Varela” Catamarca National I 3. Aeroparque “Jorge Newbery” Ciudad A. Buenos Aires International I 4. Aeropuerto de Comodoro Rivadavia, “Gral. Enrique Mosconi” Comodoro Rivadavia International I 5. Aeropuerto de Córdoba, “Ing. A. Taravella” Córdoba International I 6. Aeropuerto de Esquel “Brigadier General Antonio Parodi” Esquel National I 7. Aeropuerto de Ezeiza, “Ministro Pistarini” Ezeiza International I 8. Aeropuerto de Formosa, “El Pucu” Formosa International I 9. Aeropuerto de General Pico General Pico National II 10. Aeropuerto de Cataratas del Iguazú, “Mayor D. Carlos Eduardo Krause” Puerto Iguazú International I 11. Aeropuerto de Jujuy, “Gobernador Horacio Guzmán” Jujuy International I 12. Aeropuerto de La Rioja, “Capitán Vicente Almandos Almonacid” La Rioja National I 13. Aeropuerto de Malargüe, “Comodoro D Ricardo Salomón” Malargüe National II 14. Aeropuerto de Mar del Plata, “Astor Piazzolla” Mar del Plata International I 15. Aeropuerto de Mendoza, “El Plumerillo” Mendoza International I 16. Aeropuerto de Paraná, “General Urquiza” Paraná National I 17. Aeropuerto de Posadas, “Libertador General D. José de San Martín” Posadas International I 18. Aeropuerto de Puerto Madryn, “El Tehuelche” Puerto Madryn National II 19. Aeropuerto de Reconquista “Teniente Daniel Jukic” Reconquista National II 20. Aeropuerto de Resistencia, “José de San Martín” Resistencia International I 21. Aeropuerto de Río Cuarto, “Área de Material” Las Higueras National II 22. Aeropuerto de Río Gallegos, “Piloto Civil Norberto Fernández” Río Gallegos International I 23. Aeropuerto de Río Grande “Gobernador Ramon Trejo Noel” Río Grande International I 24. Aeropuerto de Salta, “Martín Miguel de Güemes” Salta International I 25. Aeropuerto de San Fernando San Fernando International II 26. Aeropuerto de San Luis, “Brigadier Mayor César R Ojeda” San Luis National I 27. Aeropuerto de San Rafael, “S.A. Santiago Germano” San Rafael National II 28. Aeropuerto de San Juan, “Domingo Faustino Sarmiento” San Juan National I 29. Aeropuerto de Santa Rosa Santa Rosa National I 30. Aeropuerto de Santiago del Estero, “Vcom. Ángel de la Paz Aragonés” Santiago del Estero National I 31. Aeropuerto de Tucumán, “Tte. Benjamín Matienzo” San Miguel de Tucumán International I 32. Aeropuerto de Viedma, “Gobernador Castello” Viedma National I 33. Aeropuerto de Villa Reynolds Villa Reynolds National I 34. Aeropuerto El Palomar El Palomar International I 35. Aeropuerto de Neuquén, “Presidente Perón”(2) Neuquén International I 36. Aeropuerto de Bahía Blanca, “Comandante Espora”(2) Bahía Blanca National I 37. Aeropuerto Termas de Río Hondo (3) Termas de Río Hondo National I (1) The category determines the maximum fees we may charge. See in “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement,” the “Passenger Use Fees,” “Landing Fees,” and “Parking Fees.” 64 Table of Contents (2) In addition to the airports operated under the AA2000 Concession Agreement, we also operate the Neuquén Airport and the Bahía Blanca Airport which are not subject to the AA2000 Concession Agreement. These airports are subject to Province of Neuquén and Municipality of Bahia Blanca regulations as well as to ORSNA resolutions, respectively. See “—Other Airports we operate in Argentina.” (3) Pursuant to ORSNA’s Resolution No. 27/2021, the Termas de Río Hondo Airport has also been incorporated into the AA2000 Concession Agreement. ​ Sources of Regulation We are subject to numerous regulations that govern the AA2000 Concession Agreement, the concession agreements for the Neuquén and the Bahía Blanca Airports, as well as our business. These regulations are issued by the Argentine Congress, the Executive Branch, the Ministry of Transportation (currently, the Secretary of Transportation, under the Ministry of Infrastructure in accordance with the provisions of Decree No. 8/2023), ORSNA and the Administration of National Civil Aviation (Administración Nacional de Aviación Civil or the “Argentine ANAC”). The Argentine Aeronautical Code (Law No. 17,285, as amended by Decree No. 70/2023) and Regulation No. 1/2017 establish the basic regulatory framework for airports, including airport classification and the distinction between public and private airports. Decree No. 375/97 created the Argentine National Airport System, established the general framework for airport operation and management, and provides that concessions may be granted through public bidding. ORSNA regulates management and maintenance matters, while Argentine ANAC oversees airport safety and air travel. Pursuant to the Argentine Constitution, national airports are “premises of national interest,” making federal legislation applicable. Aeronautical Policy On December 20, 2023, Decree No. 70/2023, introduced broad economic deregulation measures, affecting air transportation, including repealing several laws governing national aeronautical policy, classifying civil aviation and ramp services as essential services, replacing the concession regime with an authorization-based system, and eliminating nationality requirements for domestic carriers. Airport services under the AA2000 Concession Agreement and ORSNA supervision remain unchanged. Although the Argentine Senate rejected Decree No. 70/2023 in March 2024, it remains effective until expressly rejected by both legislative chambers. See “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—Political events and political measures taken in Argentina could affect the country’s economy and the aeronautical sector in particular.” Decree No. 599/2024, further regulated these reforms by repealing inconsistent regulations and approving the Regulation on Access to Air Transportation Markets. Key principles include free market access, fair competition, tariff deregulation, and minimal government intervention. Additional regulations enacted in 2024 and 2025 include: (i) Decree No. 816/2024 on civil aviation infractions; (ii) Decree No. 825/2024 on minimum essential services during air transport interruptions; (iii) Decree No. 883/2024 on interjurisdictional transport deregulation at airports; (iv) Decree No. 941/2024 on delegation of aeronautical authority powers; (v) Resolution No. 43/2025 approved transitional slot allocation regulations effective until October 31, 2025; (vi) Resolution No. 85/2025 separated passenger boarding bridges from ramp services; (vii) Resolution No. 65/2025 reinforced ramp activity deregulation; and (viii) Resolution No. 1067/2025 launched Intercargo’s privatization process. Moreover, since 2023, Argentina has updated over 50 Air Services Agreements, removing weekly frequency caps and enabling additional air freedoms (5th–9th), resulting in approximately 250 additional weekly frequencies by January 2026. Decree No. 873/2024 established Aerolíneas Argentinas S.A. as subject to privatization, though the process remains on hold, pending legislative approval. Regulations also introduced ACMI (aircraft, crew, maintenance and insurance) leasing and interchange operations, boosting capacity for local carriers such as Flybondi and Jetsmart. While impacts are not immediate across all agreements, we believe these reforms enable traffic to grow in line with demand in the coming years. In case any further regulation or the outcome of the referred privatization processes adversely affects AA2000’s rights under the Technical Conditions of the Extension, AA2000 may be required to take relevant measures to mitigate any effects on the economic equilibrium of the Concession. See “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement— The aeronautical policy reforms proposed by the current administration may affect our business and the results of operations.” 65 Table of Contents Governmental Authorities Role of ORSNA The Organismo Regulador del Sistema Nacional de Aeropuertos (ORSNA, as previously defined for its Spanish acronym) is the principal regulator under Argentine law, responsible for establishing rules governing AA2000’s management and maintenance of airports, enforcing compliance with Argentine laws and concession terms, and approving investment and master plans. ORSNA and Argentine ANAC jointly establish criteria for safety manuals, operations manuals, emergency plans, and maintenance programs. All disputes must be submitted to ORSNA before federal courts, with appeals proceeding to the Secretary of Transportation and subsequently to federal courts. Role of the Argentine ANAC Under the Secretary of Transportation, Argentine ANAC provides air traffic control, flight protection, and navigation services, and has power to audit civil aviation activities. Under the AA2000 Concession Agreement, Argentine ANAC provides operating functions (air traffic control and communications), supervisory functions (infrastructure, personnel, and equipment), and safety functions (search and rescue direction). Additional Argentine Agencies The Ministry of Interior operates the Argentine Migrations Bureau and, under the Ministry of the Economy, operates the Argentine General Customs Bureau (Dirección General de Aduanas) performing immigration and customs functions. Security functions are provided by the Airport Security Police under the Ministry of Security. The AA2000 Concession Agreement Pursuant to Administrative Decision No. 60/98, AA2000 was awarded the concession for the operation of 33 of the airports approved by Decree No. 163/98, dated February 11, 1998. In December 2020, the Argentine Government extended the term of the AA2000 Concession Agreement until February 2038 through Decree No. 1009/2020. On July 20, 2005, AA2000 executed a memorandum of understanding with the Argentine Government establishing renegotiation guidelines, culminating in the Final Memorandum of Agreement executed on April 3, 2007. Under the AA2000 Concession Agreement, AA2000 is responsible for: (i) ensuring equality, freedom of access, and nondiscrimination in airport services; (ii) compliance with community interests, environmental protection, and national defense requirements; (iii) implementing ORSNA approved master plans; (iv) operating services reliably per national and international standards; (v) investing in infrastructure; (vi) maintaining airports; (vii) providing firefighting services; and (viii) controlling and coordinating operations under Argentine ANAC’s supervision. Term The AA2000 Concession Agreement was originally granted for 30 years through February 13, 2028. In December 2020, the term was extended until February 2038 pursuant to Decree No. 1009/2020, see “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—The Argentine Government extended the term of the AA2000 Concession Agreement until 2038, subject to our compliance with certain commitments. Failure to comply with these commitments could result in the imposition of fines, termination or revocation of the AA2000 Concession Agreement.” ORSNA may require AA2000 to continue operations for up to 12 months following termination or expiration, with no less than six months prior notice. Technical Conditions of the Extension Under the extension, AA2000 must comply with the following commitments: (i) U.S.$132 million in direct investment for works pending in 2020/2021; (ii) best efforts to secure funding of up to U.S.$85 million for the Development Trust and U.S.$124 million for the Development Trust Leverage Commitment by December 31, 2021; (iii) availability of U.S.$406.5 million (VAT included) by March 31, 2022 for works and redemption of government preferred shares; and (iv) U.S.$200 million in direct investments between 2024 and 2027 at an annual average of U.S.$50 million. 66 Table of Contents ORSNA Resolution No. 60/2021 established capital expenditures of approximately U.S.$500 million plus VAT in two phases: Phase 1 of approximately U.S.$336 million plus VAT during 2022-2023, and Phase 2 of approximately U.S.$164 million plus VAT between 2024 and 2027. As of the date of this annual report, AA2000 has fully complied with the 2020/2021 Direct Investment Commitment and the Availability of Funds Commitment, as confirmed by ORSNA Note No. NO-2022-46520010-APN-ORSNA dated May 10, 2022. On May 22, 2023, ORSNA acknowledged AA2000’s compliance with the Development Trust Leverage Commitment best-efforts obligation. Regarding Phase 1, investments totaling U.S.$407.1 million (VAT included) were completed between January 1, 2022 and May 31, 2024. For Phase 2, aggregate investments of U.S.$104.8 million have been performed as of December 31, 2025, surpassing the required commitment amount for this period. AA2000 has substantially complied with the Technical Conditions commitments; however, failure to fully comply with remaining obligations could result in fines or termination of the AA2000 Concession Agreement. The amount of capital expenditures for the 2028-2038 period will be established by ORSNA according to the operational needs of the aeronautical system and the equilibrium of the AA2000 Concession Agreement. The investment obligations for the 2028-2038 period remain undetermined and will be set at ORSNA’s discretion. As a result, the capital expenditure requirements for this period could vary in relation to the levels incurred under the prior investment commitments. Pursuant to the Technical Conditions of the Extension and Resolution No. 60/2021, AA2000 withdrew all claims against the Argentine Government and its decentralized entities. Property Pursuant to the AA2000 Concession Agreement, the Argentine Government transferred to AA2000 the use of all of its personal property associated with the airports under the AA2000 Concession Agreement, for the term of the concession., AA2000 is responsible for maintenance and may grant sub-concessions subject to prior ORSNA notification. Upon expiration or termination, all property and improvements must be transferred back to the Argentine Government. AA2000 must grant space free of charge for Argentine Air Force duties. Exclusivity Under the AA2000 Concession Agreement, the Argentine Government cannot, under any circumstances, affect our exclusive rights or economic, to the extent we comply with the applicable contractual requirements. However, under the Technical Conditions of the Extension, exclusivity regarding certain areas of influence outside Buenos Aires was eliminated, though exclusivity for tax warehouse activities continues nationwide. The Buenos Aires metropolitan area (Ezeiza, Aeroparque, San Fernando, and El Palomar) is excluded from exclusivity protection with respect to new airport infrastructure projects in the Río de la Plata area promoted by the Argentine public sector that cannot be financed and operated by AA2000. Prior to authorizing any such project, ORSNA is required to evaluate, upon receipt of a report from AA2000, the feasibility of carrying out the project under the existing concession framework. Liabilities Under the AA2000 Concession Agreement, we are liable for all damages caused to the Argentine Government and/or third parties because of our performance of the AA2000 Concession Agreement and our failure to perform our obligations thereunder. Penalties Under ORSNA Resolution No. 88/2004, ORSNA may impose monetary fines for breaches of certain obligations. Delays in implementing the investment plan result in penalties equal to 10% of the delayed work’s value, collectible against the performance guarantee. 67 Table of Contents Service Standards Under the AA2000 Concession Agreement, we have agreed to adopt certain standards for our airports regarding design, construction, operation, administration, maintenance, renewal, improvement, development, equipment and systems as reasonably established by ORSNA in accordance with guidelines developed by the International Air Transport Association (“IATA”) and the International Civil Aviation Organization (“ICAO”) using similar airports as a reference based on their type, size and passenger traffic. Performance Guarantee and Guarantee for the Performance of the Works Foreseen in the AA2000 Concession Agreement Under the terms of the AA2000 Concession Agreement, we are required to maintain a performance guarantee in the amount of at least AR$30 million as security for the timely fulfillment of all of our obligations under the AA2000 Concession Agreement. In the event that ORSNA collects part or all of the guarantee, we are required to restore the full amount of the guarantee within 30 days from the date of collection and to pay the Argentine Government interest in an amount equal to SOFR (Secured Overnight Financing Rate) from the fifth day following such collection until the date that the guarantee is restored. We may, with the approval of ORSNA, pledge securities, assets, mortgages and surety bonds to satisfy our guarantee requirement. In this regard, we obtained a surety bond which currently amounts to AR$32.98 billion and which we intend to renew on an annual basis. In addition, we are required to annually establish, prior to March 31 of each year, a guarantee in the amount of 50% of the annual investment plan required under the AA2000 Concession Agreement in order to guarantee our compliance with the investment plan for such year. We may, with the approval of ORSNA, pledge securities, assets, mortgages and surety bonds to satisfy our guarantee requirement. We obtained a surety bond in the amount of U.S.$25.0 million to comply with our obligation for 2025/2026. Technical Expert Requirement Under the AA2000 Concession Agreement, we are required to have as a shareholder, at all times, a technical expert who has expertise in operating and managing airports. Since CASA and CAS have owned at least 45.9% and 29.8% of AA2000’s common shares, respectively, for over five years, they are deemed technical experts. Maintenance of Insurance The Concession Agreement requires us to maintain a civil insurance policy covering personal and property damages, loss or injury in an amount equal to at least AR$300.0 million throughout the term of the concession. We are also required to maintain worker’s compensation insurance in accordance with Argentine law. We have contacted a civil liability insurance policy in the amount of U.S.$300.0 million covering liabilities that may arise under civil law in connection with the management of our airports and the development of works in our airports. Collateral Assignment of Revenue AA2000 may collaterally assign revenue from the concession to secure funding, provided it does not affect the Specific Allocation of Revenue or the financing of the investment plan. Such assignments, if made into a trust, may remain effective even if the AA2000 Concession Agreement is terminated, subject to government oversight and ORSNA approval. ORSNA has authorized multiple collateral assignments, including the Tariff Trust, which secures up to U.S.$400 million in international passenger use tariff revenue for various debt holders, and the Cargo Trust, which secures up to U.S.$235 million in collection rights from Terminal de Cargas Argentinas S.A. and potential termination payments. Upon full repayment of the Argentine Notes Series 2017 and 2020, AA2000 intends to amend both trusts to ensure that the Argentine Notes Series 2021 are secured pari passu with existing beneficiaries. ORSNA approved these amendments under Resolution No. 66/2021. For further details on repayments, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” Assignment of Concession Agreement The Concession Agreement may not be assigned without prior ORSNA and Argentine Government consent. AA2000 may grant sub-concessions for commercial operations with prior ORSNA notification. 68 Table of Contents Previous Sub-concessions Pursuant to the bidding documentation for our concessions in Argentina, we were required to maintain in effect certain sub-concessions granted by the Argentine Government for the provision of commercial activities within our airports that were in effect at the time we commenced our activities at the airports until the expiration of such agreements’ terms. After the expiration of their terms, such sub-concessions will belong to us. We may decide to continue such activities ourselves, continue with the existing providers or enter into new agreements with third parties to provide such services. We describe below the most important agreements that are currently in effect. ● Agreement With Intercargo: On November 20, 1990, the Argentine Government granted a concession to Intercargo for a period of 20 years for Intercargo to provide ramp services in 16 of our airports including loading and unloading of luggage, mail and cargo, among other services. Intercargo had executed an agreement with the Argentine Government providing for the payment of monthly fees of U.S.$156,000 for ramp services. Such agreement was assigned to us when we took over the operations of the airports. As a result of certain negotiations following the Argentina peso devaluation, Intercargo currently pays to us an additional monthly fee of U.S.$156,740 and, every six (6) months, pays us the difference between such amounts and the amount resulting from the calculation using the current market exchange rate. In addition, on December 18, 2025, AA2000 and Intercargo entered into an agreement effective as from January 1, 2025, by which AA2000 assigned to Intercargo the use of space within our airports for the development of the ramp service. In return, Intercargo will pay a fixed monthly fee of U.S.$174,935.78 and, additionally, as of July 1, 2027, a variable fee equivalent to 10% of its monthly net turnover for the provision of the ramp services at Ezeiza Airport, plus VAT. During 2025, the Argentine Government issued several rules to implement the deregulation of the ramp services and launched the privatization process of Intercargo, which is currently ongoing. As a result of these measures, ramp services shall no longer be exclusively provided by Intercargo as established in the concession agreement between the Argentine Government and Intercargo. If the Argentine Government terminates or otherwise ends the Intercargo concession for ramp services, the provision of such services could be transferred to AA2000, which would then be responsible for carrying them out directly or through third parties. As of the date of this annual report on Form 20-F, the concession agreement remains formally in place. ● Agreement with Interbaires: On April 24, 1990, the Argentine Government granted a 20-year concession to Interbaires, which may be automatically extended for an additional 10-year term. Interbaires operates the duty free shops at Ezeiza, Aeroparque and the airports of Córdoba, Bariloche, Mendoza, Mar del Plata and Iguazú. AA2000 agreed to extend the concession on May 4, 2010. The additional term under which Interbaires will continue providing services to us expires on February 8, 2028. Interbaires pays us a monthly royalty fee equal to 15% of its total gross revenue, net of VAT. ● Agreement with Gate Gourmet (previously Buenos Aires Catering): In 2005, we entered into an agreement with Gate Gourmet, which granted such company an exploitation and commercial use permit for the provision of catering services in aircraft, laundry services, catering for third parties delivered outside the airports and training courses, among other services. Such agreement is expected to expire on February 29, 2028. Pursuant to such agreement, Gate Gourmet is required to pay us a monthly fee of 10% of the gross amounts invoiced by such company for the provision of catering services, 5% of the gross amounts invoiced for laundry services, 1.5% of the gross amounts invoiced for the renting of space for training courses and 1.5% of the gross amounts invoiced for catering to third parties delivered outside the airports. Corporate and Share Transfer Restrictions AA2000’s shares may not be pledged or encumbered without prior authorization from ORSNA. AA2000 cannot merge or spin off during the term of the AA2000 Concession Agreement. 69 Table of Contents Pursuant to the Concession Agreement, AA2000 is also required to maintain as its exclusive corporate purpose the operation, management and exploitation of Group A airports for the duration of the concession. However, AA2000 may participate as an airport operator in airport projects outside of Group A airports, subject to prior authorization from the relevant authority, provided that such participation does not diminish the quality of services, affect concession revenues or compromise AA2000’s contractual obligations. Any amendment to the bylaws requires the prior authorization of ORSNA. Applicable Law and Jurisdiction The AA2000 Concession Agreement is governed and interpreted in accordance with the laws of Argentina. The parties to the AA2000 Concession Agreement agree to accept the jurisdiction of the competent federal courts of the City of Buenos Aires. Miscellaneous Provisions Under the terms of the AA2000 Concession Agreement, AA2000 may manage airports outside the Concession Agreement with prior authorization, and may stipulate that agreements for new works continue after early termination with ORSNA authorization. Specific Allocation of Revenue Under the terms of the AA2000 Concession Agreement, AA2000 must allocate 15% of total monthly concession revenue as follows: 11.25% to a development trust for capital expenditures; 1.25% to a fund for study, control, and regulation of the AA2000 Concession Agreement administered by ORSNA; and 2.5% to a trust for investment commitments. Certain revenues are excluded from this calculation, including sub-concessionaires’ expense reimbursements, Construction Services revenue under IFRIC 12, and Development Trust contributions. Investment Plan Investment Commitments Under the terms of the AA2000 Concession Agreement and the Technical Conditions of the Extension, AA2000 is required to make capital expenditures in accordance with its investment plan through 2038. Prior to the approval of the Technical Conditions of the Extension, required investment commitments from January 2006 until 2028 were AR$2.2 billion (at December 2005 values). As of December 31, 2021, AA2000 had invested AR$2.9 billion (at December 2005 values) under our investment plan. Our capital expenditures for the years ended December 31, 2025, 2024, 2023 and 2022 are under ORSNA’s review. AA2000’s investments have been funded through operating cash flow, funds from the Development Trust and the net proceeds from our issuance of indebtedness. The amount of capital expenditures for the 2028-2038 period will be established by ORSNA according to the operating needs of the aeronautical system and the equilibrium of the AA2000 Concession Agreement. In addition, the Technical Conditions of the Extension includes an exhibit the indicative financial projection of income and expenses up to 2038 (calculated in December 2019 values). As of the date of this annual report, AA2000 has substantially complied with its commitments. However, failure to fully comply with the pending obligations (in particular, Phase 2 Commitment) could result in the imposition of fines or the termination or revocation of AA2000 Concession Agreement. For further details, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concession Framework—Argentina—The AA2000 Concession Agreement—Technical Conditions of the Extension;” “Item 3. Key Information—Risk Factors—The Argentine Government extended the term of the AA2000 Concession Agreement until 2038, subject to our compliance with certain commitments. Failure to comply with these commitments could result in the imposition of fines, termination or revocation of the AA2000 Concession Agreement;” and “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—If ORSNA does not approve the capital expenditures already made under the AA2000 Concession Agreement, we could be required to make additional capital expenditures, which may affect our cash flows and financial condition.” Compliance with the Investment Plan AA2000’s five-year investment plans, submitted to ORSNA, focus on meeting operating needs, increasing capacity, and ensuring compliance with international quality and safety standards. Plans must be submitted by January 31 of the preceding year, with ORSNA-requested modifications implemented to avoid violations. All investment activities are recorded in an ORSNA-managed registry. 70 Table of Contents Master Plan Under the terms of the AA2000 Concession Agreement, we are also required to establish a master plan for each of our airports. This master plan must be approved by ORSNA and can only be subsequently amended with their approval. Economic Equilibrium The economic equilibrium under the AA2000 Concession Agreement is determined based on the financial projection of income and expenses which outlines fund flows through 2038. ORSNA conducts annual reviews to preserve this balance, adjusting three key factors if necessary: (i) payments to the Argentine Government, (ii) aeronautical services fees (such as passenger use fees and aircraft landing and parking fees), and (iii) required investments. ORSNA then determines the adjustments to be made to these three factors that would be needed, if any, to achieve economic equilibrium through the term of the AA2000 Concession Agreement. Historically, only services fee and investment commitments have been adjusted, with annual revisions effective as of April 1. AA2000 may propose additional charges not included in the AA2000 Concession Agreement if they improve technical and financial conditions for users and air operators. ORSNA periodically reviews and approves these adjustments. In July 2023, ORSNA issued Resolution No. 56/2023, approving financial projections for the period 2019-2023, with a full review pending recovery of international passenger traffic to 2019 levels. AA2000 challenged this resolution in court, requesting a review of 2018-2022 projections and tariff adjustments to restore the 16.45% internal rate of return required under the Technical Conditions of the Extension. Following an agreement in November 2023, the lawsuit was stayed. ORSNA later approved yearly adjustments for 2018-2020 (Resolution 65/2023), and for 2021-2023 (Resolution 36/2024, notified on December 9, 2024). AA2000 has requested a review of Resolution 36/2024, contesting capital and maintenance expenses, passenger traffic projections, commercial revenues, and delays in equilibrium revisions. As of the date of this annual report, the administrative proceeding is stayed. ORSNA continues to review aeronautical service fees periodically. Withdrawal and Settlement of Claims As a result of Argentina’s 2001/2002 economic crises, AA2000 and the Argentine Government agreed to settle mutual claims for AR$849.1 million, as follows: 23.0% (AR$195.0 million) paid in 2011; 18.6% (AR$158.0 million) converted to shares in December 2011; and 58.4% (AR$496.1 million) capitalized through preferred shares redeemed in March 2022. In addition, as a condition to the effectiveness of the extension of the term of the AA2000 Concession Agreement, AA2000 was required to waive all claims, remedies and filed or ongoing lawsuits against the Argentine Government and/or its decentralized entities (i.e. the ORSNA), or, if applicable, it was required to demonstrate it had obtained the corresponding judicial approval to keep the claim whenever the parties involved deemed it necessary. Such waiver shall not be understood as an acknowledgment of the legitimacy of such fines. As of the date of this annual report, AA2000 has waived all the ongoing claims against the Argentine Government and the ORSNA. Regulation of Fees The AA2000 Concession Agreement establishes the maximum fees for aeronautical services, including passenger use fees and aircraft landing and parking fees, adjustable by ORSNA to preserve economic equilibrium. See “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Economic Equilibrium” above. Airlines paying landing fees on time benefit from a 70.0% discount of international aeronautical fees, currently resulting in 48.42% effective discount on landing fees and 42.78% on parking fees. In addition, from time to time as established by ORSNA, we may set fees for arrangements not contemplated under the AA2000 Concession Agreement when the implementation of such additional charges represents technical and financial improvements in the provision of services to airlines and passengers. Under Argentine law, we have the right to collect all passenger use fees and aircraft fees. Failure to comply with these maximum fee levels could result in the imposition of fines or other sanctions. 71 Table of Contents Passenger Use Fees The table below sets forth the maximum fees that, effective as of January 1, 2022 except for domestic flights, which are effective for tickets issued as of October 9, 2024, to be used from November 9, 2024, we may charge for passenger use fees by airport category under the AA2000 Concession Agreement. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Airport Category Use Fees Per Departing Passenger ​ ​ ​ I(3) ​ ​ ​ II ​ ​ ​ III ​ ​ ​ IV International flights(1) U.S.$ 57.00 U.S.$ 37.97 U.S.$ 39.66 U.S.$ 39.66 Domestic flights(2) AR$ 5,685.00 AR$ 3,963.00 AR$ 3,472.00 AR$ 3,472.00 (1) By means of Resolution No. 81/2023 issued by ORSNA on November 16, 2023, ORSNA amended the Use Fees for the “MyD. Carlos Eduardo Krause” Airport in the city of Puerto Iguazú, Province of Misiones, for direct international flights originating from the city of Puerto Iguazú Airport with direct international destinations, without connections to other national airports, setting it at the amount of U.S.$15 per passenger for tickets issued as November 21, 2023, to be used from January 1, 2024. The Company filed with ORSNA a motion for clarification and reconsideration (recurso de aclaratoria y reconsideración) against said resolution. (2) Tariffs established by Resolution No. 29/2024 issued by ORSNA on October 8, 2024 and published in the Official Gazette on October 9, 2024. (3) By means of Resolution No. 34/2025, ORSNA amended the Use Fees for the “Comandante Espora” Airport in the city of Bahía Blanca, Province of Buenos Aires, for domestic flights originating from the city of Bahía Blanca, setting it at the amount of A.R.$13,685 per passenger for tickets issued as from August 5, 2025, to be used from September 5, 2025. Regional passenger use fees are a variation of the international flight passenger use fees and are applied only to international flights which cover a distance of less than 300 kilometers (187.5 miles), including international flights between the City of Buenos Aires and Uruguay. Regional passenger use fees are set at U.S.$25.16. Passenger use fees on international flights are not charged for: (i) children under the age of 2, (ii) diplomats and (iii) transfer and transit passengers. Passenger use fees on domestic flights are not charged for: (i) children under the age of 3 and (ii) transfer and transit passengers. Landing Fees The table below sets forth the maximum amounts that, effective as of January 1, 2020, we may collect from aircraft operators by airport category under the AA2000 Concession Agreement in respect of international and domestic aircraft landing fees. International Flights ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Airport Category ​ ​ ​ ​ I ​ ​ ​ II ​ ​ ​ III ​ ​ ​ IV ​ ​ (U.S.$ per ton, except percentages) Aircraft weight ​ ​ ​ ​ ​ 2 – 12 tons 29.32 17.39 9.99 9.99 ​ Minimum fee 184.89 92.38 39.57 39.57 ​ 12 – 30 tons 6.27 3.73 2.24 2.24 ​ 31 – 80 tons 7.16 4.48 2.62 2.62 ​ 81 – 170 tons 8.81 5.37 — — ​ > 170 tons 9.76 — — — ​ Minimum fee 81.50 48.51 29.11 29.11 ​ Surcharge for operation out of the normal timetable 352.82 255.12 162.84 162.84 ​ Surcharge for night airfield lightning 30 % 30 % 30 % 30 % ​ 72 Table of Contents Domestic Flights ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Airport Category ​ ​ ​ ​ I ​ ​ ​ II ​ ​ ​ III ​ ​ ​ IV ​ ​ (AR$per ton, except percentages) Aircraft weight ​ ​ ​ ​ ​ 2 – 12 tons 20.37 15.18 8.82 4.54 ​ Minimum fee 142.73 108.34 62.15 31.53 ​ 12 – 30 tons 1.05 0.67 0.43 0.26 ​ 31 – 80 tons 1.14 0.76 0.52 — ​ 81 – 170 tons 1.26 0.88 — — ​ > 170 tons 1.47 — — — ​ Minimum fee 13.65 8.71 5.59 3.38 ​ Surcharge for operation out of the normal timetable 260.00 188.00 120.00 68.00 ​ Surcharge for night airfield lightning 30 % 30 % 30 % 30 % ​ Per ton aircraft fees are charged for international and domestic flights to all commercial and private aircraft, with the exception of aircrafts that weigh less than two tons. Aircraft weighing between two and twelve tons pay the minimum fee set forth in the table above. A rush-hour landing surcharge, equal to 50% of the landing fee applicable to such aircraft, is charged to all domestic and international flights that land at Aeroparque between 6:00 a.m. and 10:00 am, and between 6:30 p.m. and 9:30 p.m., daily. Parking Fees The table below sets forth the maximum amounts that, effective as of January 1, 2020, we may collect from aircraft operators, by airport category, under the AA2000 Concession Agreement with respect to international and domestic aircraft parking fees. International Flights ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Airport Category ​ ​ ​ ​ Ezeiza/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aeroparque ​ I ​ ​ ​ II ​ ​ ​ III ​ ​ ​ IV ​ ​ (U.S.$ per ton per hour or fraction) Aircraft weight (tons) ​ ​ ​ ​ ​ 5 – 12 tons 3.84 1.92 1.43 1.12 1.12 Minimum fee 55.46 36.99 13.18 13.18 13.18 12 – 80 tons 0.34 0.17 0.13 0.10 0.10 81 – 170 tons 0.48 0.20 0.14 0.11 — > 170 tons 0.98 0.22 0.14 — — Minimum fee 7.33 4.89 2.44 2.44 2.44 ​ Domestic Flights ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Airport Category ​ ​ ​ ​ Ezeiza/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aeroparque ​ I ​ ​ ​ II ​ ​ ​ III ​ ​ ​ IV ​ ​ (AR$ per ton per hour or fraction) Aircraft weight (tons) ​ ​ ​ ​ ​ 5 – 12 tons 4.45 2.65 2.1 1.6 1.05 Minimum fee 124.44 81.9 51.9 37.8 23.64 12 – 80 tons 0.85 0.50 0.40 0.30 0.20 81 – 170 tons 1.15 0.65 0.50 0.40 — > 170 tons 1.50 0.85 0.60 — — Minimum fee 39.5 26.00 16.50 12.00 7.50 ​ 73 Table of Contents Aircraft parking fees for international flights are charged to all commercial and private aircrafts, with the exception of aircrafts that weigh less than five tons. Aircraft parking fees for domestic flights are charged to all commercial and private aircraft, with the exception of aircraft that weigh less than five tons. Aircrafts that weigh less than five tons pay the minimum fee set forth above, only when parking time is greater than 15 days within a one-month period. Aircraft parking fees for international and domestic flights for Ezeiza Airport and Aeroparque Airport are charged to aircrafts parked in an operative apron; aircraft parking fees for international and domestic flights for aircraft parked in a remote apron are charged the fees corresponding to Category I. Free parking time is not applicable, irrespective of whether the flight is international or domestic, or commercial (whether in regular flight or not) or private. Commercial Revenue Fees for commercial services may be freely established by us. However, all terms of agreements with third parties for the provision of commercial services must be notified to ORSNA. If ORSNA objects to the terms of an agreement, it may request that the agreement be terminated. Either we or the third party may challenge such request in an administrative proceeding to be decided by ORSNA, which is subject to further administrative proceedings and judicial review. Termination by the Argentine Government upon breach by AA2000 The Argentine Government may terminate the AA2000 Concession Agreement upon the existence of the following conditions: ● if we repeatedly breach, as determined by ORSNA, any of our obligations under the AA2000 Concession Agreement (including our obligations under the Technical Conditions of the Extension) and the breach is not cured within the time period specified by ORSNA in its notice of the breach; ● if the cumulative amount of fines (affirmed by final administrative ruling) imposed on us exceeds 20% of our annual gross revenue, net of taxes and charges, as calculated by ORSNA at the end of each fiscal year; ● if any of our shareholders encumber or allow to be encumbered in any manner AA2000’s shares without ORSNA’s consent, and do not secure the discharge of the encumbrance within a time period specified by ORSNA; ● if we fail to pay the Specific Allocation of Revenue in due manner and time; ● if AA2000’s shareholders approve, without ORSNA’s consent, an amendment to our bylaws or a stock issuance that alters or permits alterations of the shareholdings existing at the time of incorporation, on the terms established under the AA2000 Concession Agreement; or ● if our shares are transferred and no technical expert remains a shareholder without the prior approval from ORSNA. If the Argentine Government elects to terminate the AA2000 Concession Agreement (even due to our breach), it is required to pay us the value of the aeronautical investments (contemplated under the AA2000 Concession Agreement or specifically authorized by ORSNA as aeronautical investments within our airports’ premises) we have made that have not been amortized as of the time the termination is ordered, after deducting compensation for damages incurred. In the event that the Argentine Government elects to terminate the AA2000 Concession Agreement for one of the reasons stated above, the Argentine Government and ORSNA may also foreclose on and collect the full amount of the performance guarantees. Termination of the AA2000 Concession Agreement would constitute a default under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.” Buy-out of the AA2000 Concession Agreement Under Argentine public law, the Argentine Government has the right to buy out or otherwise terminate concessions, including the AA2000 Concession Agreement, at any time with indemnification equal to unamortized aeronautical investments multiplied by 1.10 plus unamortized other investments. The government must assume debts for airport services (excluding investment plan debts). The buy-out of the AA2000 Concession Agreement by the Argentine Government would constitute a default under the Argentine Notes Series 2017, the Argentine Notes 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.” 74 Table of Contents In addition, in case the Argentine Government decides to buy out the AA2000 Concession Agreement, it is our understanding that the economic equilibrium of the concession needs to be met since the beginning of the concession until the date of the termination. Termination by AA2000 upon breach by the Argentine Government We may demand termination of the AA2000 Concession Agreement if the Argentine Government breaches its obligations in such a manner that prevents us from providing the services required of us under the AA2000 Concession Agreement or which permanently affects the same and if the Argentine Government does not remedy the situation giving rise to such breach within 90 days following notice from us. Upon our termination of the AA2000 Concession Agreement, we shall be entitled to damages from the Argentine Government: Additionally, if the Argentine Government’s breach of the AA2000 Concession Agreement that gives rise to our termination of the AA2000 Concession Agreement is caused by the negligence, fault or willful misconduct of the individuals acting on behalf of the Argentine Government, we shall have the right to demand compensation for all damages, with the exception of lost profits. Termination of the AA2000 Concession Agreement shall be deemed a default under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.” End of Concession Upon the termination of the AA2000 Concession Agreement, AA2000 must turn over airports and property at no charge, pay all debts, and transfer services to the Argentine Government or the new grantee. Collateral assignments made into trusts may remain effective upon early termination subject to government oversight. Notwithstanding the foregoing, pursuant to section 30.4 of the Final Memorandum of Agreement, a collateral assignment of revenue that is made into a trust may remain in effect even upon an early termination of the AA2000 Concession Agreement, as long as the application of funds thereunder is audited by the Argentine Government and/or by a consulting firm, hired for such purpose and satisfactory to the Argentine Government. The collateral assignment of revenue must be previously authorized by a resolution of ORSNA who is also responsible for auditing the application of the funds. On January 17, 2017 April 24, 2020, and October 15, 2021 ORSNA issued Resolutions No. 1/2017, 21/2020, and No. 66/2021, respectively, pursuant to which it authorized the collateral assignment of revenue under the Tariff Trust. On August 8, 2019, August 18, 2020, March 16, 2021, June 17, 2021, and October 15, 2021, ORSNA issued Resolutions Nos. 61/2019, 57/2020, 2/2021, 3/2021 y 66/2021, respectively, pursuant to which it authorized the collateral assignment of revenues and rights established by the Cargo Trust. Once the Argentine Notes Series 2017 and the Argentine Notes Series 2020 are cancelled in full, AA2000 intends to amend and restate the Cargo Trust and the Tariffs Trust, so that the Argentine Notes Series 2021 become secured by the Cargo Trust on a pro rata and pari passu basis with the existing beneficiaries of the Cargo Trust, and these other beneficiaries become secured by the Tariffs Trust on a pro rata and pari passu basis with the Argentine Notes Series 2021. Pursuant to Resolution No. 66/2021 ORSNA authorized the amendment and restatement of the Tariff Trust and the Cargo Trust. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Collateral Assignment of Revenue.” Development Trust On December 29, 2009, we, as trustor, and Banco Nación, as trustee, entered into the Development Trust, aimed at managing and allocating the funds to be transferred by us under the Specific Allocation of Revenue and the Allocated Revenues under the Mutual Claim Settlement Procedure. The Secretary of Transportation and ORSNA also executed the Development Trust acknowledging and providing their consent with the terms and conditions therein. Under the Development Trust, the following trust funds were established: ● “Trust Fund to Study, Control and Regulate the Concession,” ● “Trust Fund for the Payment of the Unpaid Amounts Arising from Mutual Claims,” ● “Trust Fund for Funding Infrastructure works of the Argentine National Airport System,” 75 Table of Contents ● “Trust Fund for Funding Infrastructure Works in airports under the AA2000 Concession Agreement,” ● “Trust Fund for Infrastructure Airport Works Derived from Potential Charges and Tariff Increases for Specific Allocations.” The term of the above-mentioned trust funds shall not exceed 30 years and shall be terminated if the concession is terminated for any cause, except for the “Trust Fund for Infrastructure Airport Works Derived from Potential Charges and Tariff Increases for Specific Allocations,” which shall have the duration set forth under the regulations pursuant to which such tariff and charges are created. ORSNA shall calculate the amounts that we shall transfer on a monthly basis to Banco Nación pursuant to the procedure for Specific Allocation of Revenues approved by ORSNA Resolution No. 64/2008, dated August 7, 2008. The Development Trust sets forth that we are not obligated to make any additional capital contributions to the above-mentioned trust funds. In the event such trust funds are insufficient to meet their purpose due to a cause not related to us, the amounts required to fulfill the commitments undertaken shall be paid by the Argentine Government. Other Airports we Operate in Argentina In addition to the airports operated under the AA2000 Concession Agreement, we also operate the Neuquén Airport and the Bahía Blanca Airport. In 2001, the Government of the Province of Neuquén together with ORSNA awarded ANSA the concession agreement to operate the Neuquén Airport for an initial term of 20 years, which was set to expire in 2021. By virtue of Decree No. 1820/2021, issued by the Executive Branch of the Province of Neuquén, the concession was extended for an additional term of five years, expected to terminate in October 2026. Upon expiration of the concession, the Government of the Province of Neuquén requesting the contractual continuity of the airport concession, may choose to (i) renew it to the current concessionaire; or (ii) call for a public tender to renew it in a competitive framework in which the current concessionaire may participate. Notwithstanding both hypotheses, the concession agreement establishes that, in the event of expiration of the concession term, ANSA will continue to operate the Neuquén Airport for an additional period of up to six months. Negotiations and exchanges have taken place regarding the future of the concession; however, the outcome of this process remains uncertain. The concession could revert and a public tender could be called for the administration of the airport. In 2008, the Municipality of Bahia Blanca together with ORSNA awarded to us the concession to operate the Bahía Blanca Airport for an initial term of 26 years, which is set to expire in 2033. Both concession agreements provide the possibility of extension upon approval. The Neuquén Airport and the Bahía Blanca Airport are not material to our business. Italy Headquartered in Florence, TA is the result of the merger of SAT, Galileo Galilei S.p.A. and ADF on June 1, 2015. As a result of the merger, CA Italy, which was 75.0% owned by CAAP, held a controlling stake of 62.3% of TA. In May 2025, the Company, through its Spanish subsidiary Dicasa Spain S.A.U., acquired the remaining 25.0% interest in CA Italy, bringing its ownership to 100%. Prior to the merger, SAT and ADF were granted concessions for the management of the Pisa Airport and the Florence Airport, respectively. After the merger, the concessions were transferred to TA. Set forth below is a description of their main terms and conditions, as well as of the relevant regulatory framework. Sources of Regulation Set forth below are the main laws and regulations that govern the concession agreements entered into by ENAC with SAT and ADF, as well as the operation and management of the airport operation and business: ● Law No. 537/1993 and Decree Law No. 251/1995 (converted into law with modifications by Law No. 351/1995, as subsequently supplemented and amended) set forth the regulations that apply to the management of airports and the realization of the relative infrastructure. ● Legislative Decree No. 250/97, as subsequently supplemented and amended, which regulates the responsibilities of ENAC. 76 Table of Contents ● Law No. 537/1993 and Ministerial Decree No. 521/1997 provided that the granting of full airport management under concession is conditioned upon the execution of a concession agreement. ● Regulation of the Ministry of Transportation and Navigation and the Ministry of the Interior No. 85/1999, implementing Decree Law No. 9/1992, converted with modifications by Law No. 217/1992, as subsequently supplemented and amended, sets forth provisions concerning the granting of concessions relating to security services. ● The Ministry of Transportation and Navigation (currently named “Ministry of Infrastructure and Transport”), in implementation of the above-mentioned Ministerial Decree No. 521/1997, issued the Directive No. 141T/2000 sets forth the guidelines for the granting of concessions, subsequently repealed and replaced by Ministerial Guidelines No. 8736/2003. On March 16, 2004, ENAC issued certain guidelines for procedures concerning the granting of concessions. ● Law No. 265/2004 provided certain innovations to the applicable framework of rules concerning the granting of airport management concessions. ● Decree Law No. 203/2005, as subsequently supplemented and amended and converted into law by Law No. 248/2005, introduced certain provisions for the rationalization and improvement of the efficiency of the airport management sector. ● Decree Law No. 96/2005, as supplemented and amended, implemented the provisions set forth with Law No. 265/2004 and revised the aviation section of the Italian navigation code. ● Directive 96/67/EC on access to the ground handling market at European Union airports and the corresponding implementation of Legislative Decree No. 18/1999, as subsequently amended and supplemented. ● Article 71, paragraph 2, of Law Decree No. 1/2012, as subsequently supplemented and amended, established the Transport Regulation Authority (Autorità di Regolazione dei Trasporti) and granted it with the powers, inter alia, of supervision and financial regulation in relation to the airport operation and business. ● Article 71, paragraph 3, of Law Decree No. 1/2012, as subsequently supplemented and amended, established the criteria and models for the determination of the tariffs applicable in relation to the airport business and the relative approval process. ● Article 705 of Italian Navigation Code (Royal Decree No. 327/1942, as subsequently supplemented and amended) sets forth the rules concerning the determination of airport management and the relative responsibilities. ● Law No. 324/1976, as subsequently supplemented and amended, provided the regulations concerning the use of airports open to civil air traffic. ● EU Regulation No. 139/2014 laying down, for countries that are part of the European Union, technical requirements and administrative procedures relating to airports; ● EU Regulation No. 1139/2018 establishing, for countries that are part of the European Union, common rules in the field of civil aviation, creating the European Aviation Safety Agency (EASA); ● Law No. 77, enacted on July 17, 2020, extended the term under the Italian Concessions Agreements for two additional years. Powers Reserved to the Italian Government with Respect to Strategic Transport Assets Under Italian law, certain companies operating in sectors deemed of strategic importance, including transport infrastructure, are subject to special powers of the Italian Government (the so-called “Golden Powers”) pursuant to Law Decree No. 21/2012 and related regulations. 77 Table of Contents Airports designated as assets of national interest are considered strategic assets for these purposes. As a result, TA, which operates the Pisa and Florence airports, is subject to this regulatory framework. Under the Golden Powers regime, the Italian Government may, subject to specific procedures and conditions, impose requirements on or, in limited circumstances, veto certain resolutions, transactions or acquisitions involving companies that own strategic transport assets, where such actions are deemed to pose a serious threat to public safety, the continuity of essential services or national interests. These powers may apply, among other things, to certain changes in ownership or control, extraordinary corporate transactions or acquisitions by non-European Union investors. The exercise of Golden Powers could restrict or delay certain corporate actions, transactions or strategic initiatives involving TA or its shareholders, including mergers, asset sales, financings or changes of control, and could limit our ability, as TA’s shareholder, to fully realize the expected benefits of such transactions. As of the date of this annual report, the Italian Government has not exercised its Golden Powers in a manner that has had a material adverse effect on our operations or financial condition. However, there can be no assurance that the Italian Government will not exercise such powers in the future, which could have a material adverse effect on our business, financial condition or results of operations. See “Item 3. Key Information—Risk Factors—Risks Related to Italy.” If the Prime Minister’s Office exercises its power to impose conditions, in the event of breach or violation of such conditions, the voting rights or rights other than ownership of the shares which represent a significant shareholding are suspended for the entire period that the breach or violation continues. Any resolutions adopted with the deciding vote of such shares and the resolutions and acts adopted in violation or in breach of the imposed conditions, are null and void. A buyer that fails to comply with the imposed conditions, unless the act constitutes a criminal offense, is subject to a monetary administrative fine up to twice the value of the transaction and, in any event, no less than 1% of the total revenues realized in the last financial year for which a financial statement has been approved (Article 8, Presidential Decree No. 86/2014). Governmental Authorities Transport Regulatory Authority (Autorità di Regolazione dei Trasporti) The Transport Regulatory Authority (“TRA”) was established pursuant to Article 37 of Decree-Law No. 6 December 2011, No. 201 (converted into law, with modifications, by Law No. 214 of December 22, 2011). It is responsible for regulation in the transport sector and access to its infrastructure and ancillary services. Among its tasks are also the definition of the quality levels of transport services and the minimum content of the rights that users can claim against the operators. In the airport sector, the TRA undertakes supervisory duties (Article 71 et seq., Decree-Law No. 1/2012), approving the airport regulatory system and the amount of airport charges. ENAC ENAC was established on July 25, 1997, under Legislative Decree No. 250/97 as the national authority committed to oversee the technical regulation, oversight and control of civil aviation. ENAC is responsible for many aspects of the civil aviation regulation including the control and vigilance of the application of the regulatory regimes, and the regulation of the administrative and economic aspects of the air transport system. Other aspects of the aviation sector that fall within the institutional mandate of ENAC include safety, security control and enforcement of international law, and guaranteeing the quality of the services provided to the user and the protection of the rights of the passenger. The Pisa Concession Agreement With the Inter-managerial Decree (decreto interdirigenziale) No. 002/2004, the Pisa Airport was assigned to ENAC. After a temporary concession which started in 2001, the current concession for Pisa Airport (“Pisa Concession”) was approved on December 7, 2006, with the Inter-Ministerial Decree issued by the Ministry of Transportation, the Ministry of the Economy and the Ministry of Defense. 78 Table of Contents On October 9, 2015, ENAC and TA entered into an operating agreement (contratto di programma) in order to define TA’s obligations with respect to (i) airport traffic level forecasts, (ii) new construction and extraordinary maintenance works, (iii) the quality levels with respect to environmental protection, (iv) the status of TA’s performance of the obligations arising under the relevant operating agreement for TA’s four-year intervention plan, as well as its quality and environmental protection plan and (v) the fines that would apply to TA in the case of delay in carrying out its obligations arising under the operating agreement, or failure to fulfill such obligations. Obligations Assumed by TA as Concessionaire Under the terms of the Pisa Concession Agreement, TA is responsible for developing, managing, exploiting, operating and maintaining Pisa Airport, which includes, inter alia, the performance of the following obligations and activities: ● paying the annual concession fee; ● performing the works provided by the plan of works (programma d’intervento) and the ordinary and extraordinary maintenance works; ● entering into an operating agreement (contratto di programma) with ENAC; ● adopting all appropriate measures in favor of the neighboring territorial communities and their security; ● organizing and managing the airport business, ensuring the optimal use of available resources for the purpose of providing an adequate level of services and activities, to be carried out in compliance with the principles of security, efficiency, cost effectiveness and environmental protection; ● providing its services under conditions of continuity and regularity, in compliance with the impartiality principle and in accordance with the applicable non-discrimination rules; ● obtaining prior authorization from ENAC to appoint sub concessionaires to carry out airport activities and to give prior written communication to ENAC of the sub concession of other activities (e.g., commercial activities), in any case ensuring that the relative third-party sub concessionaires obtain insurance policies to cover the risks related to their respective activities; ● providing all of the necessary support for the relevant public administrations to carry out their emergency and health services within the context of the airport business and management; ● adopting all necessary measures to ensure the provision of the fire-fighting service; ● ensuring the carrying out of airport security control services; ● complying with the relevant obligations provided under the applicable framework and periodically communicating data on the quality of offered services to ENAC; ● preparing and presenting to ENAC a report on the implementation status of the operations program and related investment plan; and ● guaranteeing the suitability of the standards of offered services. 79 Table of Contents Fees The table below sets forth the maximum amounts that we were permitted to collect as of January 2025, under the Pisa Concession: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025(1) ​ ​ (in Euros) Takeoff/Landing ​ ​ Landing and take offs (< 25 t) 2.34 ​ Landing and take offs (> 25 t (each subsequent ton)) 3.23 ​ Parking (per hour or fraction besides the first two hours) 0.27 ​ Cargo embarking/ Disembarking 0.0238 ​ Check-in desks 1.45 ​ Assets for exclusive use/offices 66.35 ​ Fueling 0.0057 ​ Passengers charges (EU adult) 5.98 ​ Passengers charges (EU child) 2.99 ​ Passengers charges (EXTRA EU, adult) 6.86 ​ Passengers charges (EXTRA EU, child) 3.43 ​ Body Check & Hand Baggage Security 2.25 ​ Hold Baggage Security 0.73 ​ Deicing 0.13 ​ Loading bridge (till 1 hour) 85.88 ​ Loading bridge (after the 1st hour) 171.76 ​ Assets for exclusive use-offices 199.06 ​ Assets for exclusive use – technical operating room 66.35 ​ Assets for exclusive use – airside areas 19.91 ​ PRM 1.00 (2)​ (1) These tariffs were approved by the Italian Regulatory Transport Authority through regulation No. Prot.N.0135439/2024 dated December 23, 2024. (2) Effective as of May 28, 2025. Concession Fees As consideration for the airport concession granted by ENAC, TA is required to pay annual fees to be determined by the Ministry of Finance and the Ministry of Infrastructure and Transport pursuant to Law No. 662/1996. Canon payments are to be made in two separate installments, the first one to be made each July 31 and the second one each January 31 of each year during the concession agreement. The following year, each payment shall be equivalent to 50% of the annual canon payments. The value of the minimum canon is adjusted on an annual basis according to inflation. For the year ended December 31, 2025, TA paid an annual canon equal to €4.2 million under the Pisa Airport Concession Agreement. The fees are established by Inter-managerial Decree (decreto interdirigenziale) dated June 30, 2003, which provides the adoption of a workload unit criterion, where each unit corresponds to one passenger or 100 kg of goods or post. Revenue Under the terms of the Pisa Concession Agreement, TA is entitled to collect, inter alia: ● the aeronautical, commercial and cargo revenue related to services rendered at Pisa Airport; ● the embarkation and debarkation charges on transported goods; and ● the fees for security control services. 80 Table of Contents Investment Plan Under the terms of Pisa Concession Agreement, TA is required to present a long-term master plan for each individual airport. The master plan projections (including traffic, operating expenses, investment commitments, etc.) are used by ENAC to determine airport tariffs and are revised every four years. Once approved by ENAC, the investment commitments in the master plan become binding obligations under the terms of the respective concession. On October 24, 2017, ENAC approved and signed our 2015-2028 master plan for Pisa Airport. Guarantees Under the Pisa Concession Agreement and for the purpose of securing its performance obligations, TA is required to provide a bank guarantee (fideiussione bancaria) and/or insurance policy for an amount equal to a yearly concession fee (to be updated on the basis of the yearly recalculations of the concession fee). TA currently has an aggregate of  €2.8 million in guarantees outstanding for both the Pisa Concession and the Florence Concession. On the expiration, revocation or termination of the Pisa Concession Agreement, ENAC shall authorize TA to release the security following an assessment concerning the fulfilment of TA’s obligations and ascertaining that no legal proceedings are in place due to actions or omissions attributable to TA. ENAC may proceed, without prior formal notice or filing before the courts, to draw on the security should TA fail to pay the yearly concession fee. ENAC may also enforce such guarantee in payment of damages incurred as a result of TA’s actions. Insurance Under the Pisa Concession Agreement, TA shall obtain an insurance policy, for an amount to be determined in agreement with ENAC, in order to cover a series of risks related to the assets used either directly or indirectly in the airport management business (e.g., fires, aircraft crashes, damages due to transported goods, machinery or natural events). The relevant policy must provide that ENAC shall be named as a loss payee under such policy, and only upon prior authorization from ENAC may the relevant payment be made to TA (in this case, TA being responsible for the relevant damages). Furthermore, TA is also required to obtain an insurance policy to cover the risks connected to the performance of its business and damages that may be incurred by public administrations and entities and/or third parties present in the Pisa Airport. In order to comply with regulatory and/or security requirements, ENAC may give directions to TA concerning the insurance policy to be obtained, including the extension of the covered risks. Termination, Revocation and Forfeiture The Pisa Concession Agreement will expire on December 7, 2048. Termination upon Breach by TA If ENAC determines that TA is in breach of the relevant provisions of the Italian Navigation Code or of the Pisa Concession Agreement, TA shall be liable for the payment of a penalty equal to 20% of the annual concession fee (in any case, not less than €50,000). If TA repeats a breach of the same nature within a period of two years, the relative penalty shall amount to 40.0% of the annual concession fee (in any case, not less than €100,000). In instances of multiple violations within the period of two years, the penalty shall be equal to 70.0% of the annual concession fee (in any case, to a sum not less than €170,000). The above-mentioned penalty shall also be applied should TA fail to deliver the required plans and programs or not achieve the relevant quality objectives within the provided deadlines. If TA breaches any of the relevant provisions concerning security, the penalty shall amount to 30% of the annual concession fee (in any case, not less than €75,000) and if a violation of the same nature be repeated within a period of two years, 60.0% of the annual concession fee (in any case, not less than €150,000). 81 Table of Contents Revocation and Forfeiture The Pisa Concession Agreement provides that, in the event needs of public interest arise, TA may request that the Pisa Concession be revoked, at which time TA will assume the burden of making all compensatory payments to be determined with the relevant third parties and after consulting ENAC. The concession granted may be forfeited before its expiration date upon the occurrence of specified events of default, as provided under the Pisa Concession, including: (i) prevailing reasons of public interest; (ii) serious and repeated violations of the Italian navigation code or the Pisa Concession Agreement; (iii) a breach of the security regulations or the loss of requirements for certification as provided under the relevant ENAC regulations for the construction and operation of airports; (iv) a failure to implement the operations program and investment plan; (v) events that indicate that TA is no longer capable of operating the Pisa Airport; (vi) over 12 month delays in payment of the applicable concession fee; or (vii) a TA bankruptcy. If the Pisa Concession is revoked before its expiration, whether through a forfeiture or termination due to an event of default, ENAC shall regain the rights over the assets which were assigned to TA. For the projects which it has financed, TA shall have the right to an indemnity which shall not exceed the value of the relevant project at the moment of revocation minus any amortizations. In any case, TA shall be liable for any damages that derive from its actions or omissions and, in the event of forfeiture of the Pisa Concession, TA shall have no right to reimbursement for the completed works or for the costs it may have incurred. Governing Law The Pisa Concession Agreement is governed by the laws of Italy. Dispute Resolution Under the Pisa Concession Agreement, ENAC and TA may elect to have a dispute concerning the Pisa Concession Agreement be decided by an arbitration panel, without prejudice to their right to file their claims before the competent courts. The arbitration panel shall be composed of three members, of which TA and ENAC may appoint one each and the chairman being appointed by the two selected by TA and ENAC. Should the two arbiters fail to reach an agreement on the appointment of the chairman of the panel, the relative appointment shall be made by the chairman of the Italian State Council (Consiglio di Stato). ENAC has no liability in the disputes between or among TA, sub concessionaires and third parties that arise in relation to the Pisa Concession Agreement. The Florence Concession Agreement After a temporary three-year concession which started in 2001, the concession for the Florence Airport was approved on March 11, 2003, with the Inter-Ministerial Decree issued by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance (the “Florence Concession Agreement” and jointly with the Pisa Concession Agreement, the “Italian Concession Agreements”). In order to meet the urgent need to implement the relevant legal framework, the above-mentioned Inter-Ministerial Decree provided the extension of the duration of the Florence Concession Agreement to 40 years. On October 9, 2015, ENAC and TA entered into an operating agreement (contratto di programma) in order to define TA’s obligations with respect to (i) airport traffic level forecasts; (ii) new construction and extraordinary maintenance works; (iii) the quality levels with respect to environmental protection; (iv) the status of TA’s performance of the obligations arising under the relevant operating agreement for TA’s four-year intervention plan, as well as its quality and environmental protection plan; and (v) the fines that would apply to TA in the case of delay in carrying out its obligations arising under the operating agreement, or failure to fulfill such obligations. Obligations Assumed by TA as Concessionaire Under the terms of the Florence Concession Agreement, TA is responsible for developing, managing, exploiting, operating and maintaining the Florence Airport, which includes the performance of the following obligations and activities: ● paying the annual concession fee; 82 Table of Contents ● performing the works provided by the plan of works (programma d’intervento) and the ordinary and extraordinary maintenance works; ● entering into an operating agreement (contratto di programma) with ENAC; ● adopting all appropriate measures in favor of the neighboring territorial communities and their security; ● organizing and managing the airport business, ensuring the optimal use of available resources for the purpose of providing an adequate level of services and activities, to be carried out in compliance with the principles of security, efficiency, cost effectiveness and environmental protection; ● providing its services under conditions of continuity and regularity, in compliance with the impartiality principle and in accordance with the applicable non-discrimination rules; ● obtaining prior authorization from ENAC to appoint sub concessionaires to carry out airport activities and to give prior written communication to ENAC of the sub concession of other activities (e.g., commercial activities), in any case ensuring that the relative third-party sub concessionaires obtain insurance policies to cover the risks related to their respective activities; ● providing all of the necessary support for the relevant public administrations to carry out their emergency and health services within the context of the airport business and management; ● adopting all necessary measures to ensure the provision of the fire-fighting service; ● ensuring the carrying out of airport security control services; ● complying with the relevant obligations provided under the applicable framework and periodically communicating data on the quality of offered services to ENAC; ● preparing and presenting to ENAC a report on the implementation status of the operations program and related investment plan; and ● guaranteeing the suitability of the standards of offered services. 83 Table of Contents Fees The table below sets forth the maximum amounts that we were permitted to collect as of January 1, 2025, under the Florence Concession Agreement: ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ (in Euros) Landing and takeoff fees (from 1 ton to 25 ton) 4.80 ​ Landing and takeoff fees (each subsequent ton) 6.44 ​ Aircraft parking (per hour or fraction after first two hours) 0.22 ​ Passengers charges (EU adult) 11.05 ​ Passengers charges (EXTRA EU adult) 13.39 ​ Passengers charges (intra EU flights, child) 5.53 ​ Passengers charges (EXTRA EU, child) 6.69 ​ Cargo embarking/disembarking charges 0.246 ​ Body check and hand baggage security 1.73 ​ Hold baggage security 0.99 ​ PRM 1.05 (2)​ Assets for exclusive use – offices 266.80 ​ Assets for exclusive use -technical operating room 53.36 ​ Assets for exclusive use – air side areas 21.37 ​ Assets for exclusive use – offices fueler 257.54 ​ Assets for exclusive use - Technical operating room fueler 51.51 ​ Assets for exclusive use – fueler air side areas 19.53 ​ Assets for exclusive use – self check-in ​ 355.89 ​ Check-in desks 3.06 ​ Deicing — (1) (3)​ (1) These tariffs were approved by the Italian Regulatory Transport Authority through regulation No. 0135437/2024 dated December 23, 2024. (2) Effective as of May 11, 2024. (3) Will be invoiced based on actual consumption. No fixed fee. Concession Fees As consideration for the airport concession granted by ENAC, TA is required to pay annual fees to be determined pursuant to Law No. 662/1996, which provides that the relevant fees shall be the subject of the joint determination of the Ministry of Finance and the Ministry of Infrastructure and Transport. The fees are established by Inter-managerial Decree (decreto interdirigenziale) dated June 30, 2003, which provides the adoption of a workload unit criterion where each unit corresponds to one passenger or 100 kg of goods or post. Canon payments are to be made in two separate installments, the first one to be made each July 31 and the second one each January 31 of each year during the concession agreement. The following year, each payment shall be equivalent to 50% of the annual canon payments. The value of the minimum canon is adjusted on an annual basis according to inflation. For the year ended December 31, 2025, TA paid €2.5 million in annual canon under the Florence Concession Agreement. Revenue Under the terms of the Florence Concession Agreement, TA is entitled to collect, inter alia: ● the aeronautical, commercial and cargo revenue related to services rendered at Florence Airport; ● the embarkation and debarkation charges on transported goods; and ● the fees for security control services. 84 Table of Contents Investment Plan Under the terms of Florence Concession Agreement, TA is required to present a long-term master plan for each individual airport. The master plan projections (including traffic, operating expenses, investment commitments, etc.) are used by ENAC to determine airport tariffs, and are revised every four years. Once approved by ENAC, the investment commitments in the master plan become binding obligations under the terms of the respective concession. The initial investment plan for the Florence Airport covered the years 2014-2029. Following the COVID-19 pandemic, TA prepared a project review of the previous master plan, and a proposal for the 2035 TA Master Plan was defined. In October 2022, TA initiated a public debate process as required under the new applicable law (D. Lgs 50/2016, D.P.C.M. 76/2018). This process was completed in February 2023, and in April 2023, TA submitted to ENAC the new 2035 Florence airport master plan. It received the technical approval by ENAC in May 2023, and at the beginning of June 2023, ENAC required the Ministry of Environment to start the new EIA – ESA procedure (a new integrated environmental procedure introduced by law in 2020). The scoping-phase of the EIA – ESA procedure was concluded in December 2023. Between January and March 2024, TA updated the master plan documents in compliance with the observations expressed by the Environmental Ministry at the end of the previous Scoping phase and, in May 2024, ENAC required the Ministry to start the second phase (so called integrated assessment) of the EIA-ESA procedure. In July-August 2024, ENAC received from the Environmental and Culture Ministries a request for integration of the analyzed documents. At the end of November, ENAC submitted the additional documents. In mid-November 2025, the Ministry of the Environment, in agreement with the Ministry of Culture, issued the VIA-VAS Decree, expressing a positive opinion and outlining specific environmental conditions. ENAC will ask the Ministry of Infrastructure to start the authorization process for the assessment of urban planning compliance. The procedure is expected to be completed by the end of 2026. Guarantees Under the Florence Concession Agreement and to secure its performance obligations thereunder, TA is required to provide a bank guarantee (fideiussione bancaria) and/or insurance policy for an amount equal to a yearly concession fee (to be updated on the basis of the yearly recalculations of the concession fee). TA currently has an aggregate of €2.8 million in guarantees outstanding for both the Pisa Concession and the Florence Concession. On the expiration, revocation or termination of the Florence Concession Agreement, ENAC shall authorize TA to release the security following a determination that TA has fulfilled its obligations thereunder and a determination that no legal proceedings are in place due to actions or omissions attributable to TA. ENAC may proceed, without prior formal notice or filing before the courts, to withdraw the amount of the security should TA fail to pay a yearly concession fee. ENAC may also enforce such guarantee in payment of damages incurred as a result of TA’s actions. Insurance Under the Florence Concession Agreement, TA shall obtain an insurance policy, for an amount to be determined in agreement with ENAC, in order to cover a series of risks related to the assets used either directly or indirectly in the airport management business (e.g., fires, aircraft crashes, damages due to transported goods, machinery or natural events). The relevant policy must provide that ENAC shall be named as a loss payee under such policy, and only upon prior authorization from ENAC may the relevant payment be made to TA (in this case, TA being responsible for the reparation of the relevant damages). Furthermore, TA is also required to obtain an insurance policy to cover the risks connected to the carrying out of its business and damages that may be incurred by public administrations and entities and/or third parties present in the Florence Airport. Termination, Revocation and Forfeiture The Florence Concession Agreement will expire on February 10, 2045. Revocation and Forfeiture Pursuant to Article 2 of the Florence Concession Agreement, as necessary for public interest, TA may revoke the Florence Concession Agreement, at which time TA will assume the burden of making all compensatory payments to be determined with the relevant third parties and after consultation with ENAC. 85 Table of Contents The concession granted may be revoked before its expiration date upon the occurrence of specific events of default, and the Florence Concession Agreement shall be forfeited by TA (and ENAC shall proceed to appoint an officer for the management of the airport) upon the occurrence of the following: (i) the instances provided under the Italian Navigation Code; (ii) serious and breach of the security regulations; (iii) a failure to implement the operations program and investment plan; and (iv) events that indicate that TA is no longer capable of operating the Florence Airport. Furthermore, the Florence Concession Agreement may be automatically forfeited should TA fail to pay the relevant concession fee for a period exceeding 12 months from the provided due date or in the instance of TA being declared bankrupt. In the instance of forfeiture, ENAC shall regain the rights over the assets which were assigned to TA and shall appoint an officer for the management of the airport. Moreover, TA shall have no right to reimbursement neither for the carried out works nor for the costs it may have incurred in the event of forfeiture. Should ENAC not determine that a declaration of forfeiture is necessary, the same authority may impose a fine in relation to TA for the payment of a sum equal to a maximum of 50% of the concession fee, plus the payment of security and control costs. Governing Law The Florence Concession Agreement is governed by the laws of Italy. Dispute Resolution Under the Florence Concession Agreement, ENAC and TA may elect to have a dispute concerning the Florence Concession Agreement be decided by an arbitration panel, without prejudice to their right to file their claims before the competent courts. The arbitration panel shall be composed of three members, of which TA and ENAC may appoint one each with the chairman being appointed by the two selected by TA and ENAC. Should the two arbiters fail to reach an agreement on the appointment of the chairman of the panel, the relative appointment shall be made by the chairman of the Italian State Council (Consiglio di Stato). ENAC has no liability in the disputes between TA, sub-concessionaires and third parties that arise in relation to the Florence Concession Agreement. Brazil Sources of Regulation The Brazilian Federal Constitution provides that the Brazilian Government shall, directly or by concessions, authorizations or permissions, explore air and space navigation and all airports’ infrastructures. In 1997, Federal Law No. 9,491/1997 was enacted and created the National Privatization Program (Programa Nacional de Desestatização) which established the framework for privatizations in Brazil. Since the enactment of the National Privatization Program, the Brazilian privatization process has undergone constant change as economic and political realities shifted. Starting in 2010, upon the enactment of Presidential Decrees Nos. 7,205/2010, 7,531/2011, 7,896/2013 and 8,517/2015, the following airports were included in the National Privatization Program and began to be operated by third parties under concession agreements: Natal–Aluízio Alves; São Paulo–Guarulhos; Campinas–Viracopos; Brasilia–Juscelino Kubitschek; Rio de Janeiro–Galeão; Cofins–Tancredo Neves; Porto Alegre–Salgado Filho; Salvador–Luís Eduardo Magalhães; Florianópolis–Hercílio Luz; and Fortaleza–Pinto Martíns. Although currently Infraero has responsibility to manage, directly or through concession agreements with third parties, a substantial portion of the Brazilian medium and large airport infrastructure, Brazilian laws provide that the Brazilian ANAC has responsibility for creating a standard model for concessions for airport infrastructure and authority to enter into the relevant concession agreements. The Brazilian ANAC was established in 2005 pursuant to Federal Law No. 11,182/2005 that integrates the Federal Public Administration, and since 2016, the Ministry of Transport, Ports and Civil Aviation has been responsible for the regulation and inspection of the civil aviation in Brazil. Notwithstanding the recent privatization of airports in Brazil, the privatization and concession models vary considerably and no definitive privatization standard for airport concessions has been defined by the relevant governmental authorities. 86 Table of Contents Regulatory developments Certain rules have changed the regulation of the airport industry and may be applied to the concessions if requested by the relevant concessionaire. ● On March 29, 2017, Directive No. 135 of the Ministry of Transport, Ports and Civil Aviation was enacted and established the terms and conditions in connection with the re-profiling of the fixed grant (concession fee) payments related to the concession agreements that have been executed prior to December 31, 2016. ● On April 7, 2017, Directive No. 143 of the Ministry of Transport, Ports and Civil Aviation was enacted and established the possibility of commercial agreements being executed with a term of effectiveness that exceeds the term of the concessions. ● On May 19, 2017, in order to further the implementation of Directive No. 135, Provisional Executive Order No. 779/2017 was published and provided for the conditions for amendments to the concession agreements executed prior to December 31, 2016, in connection with the re-profiling of the fixed grant (concession fee) payments related to the concession agreements. This Provisional Executive Order is still pending approval by the Brazilian Congress. This Provisional Executive Order was later approved by the Brazilian Congress and became Federal Law No. 13,499/2017. ● On June 25, 2017, Federal Law No. 13,448/2017 was published and brought new alternative solutions for ongoing concessions. Among such solutions is the re-tendering of concession projects, including public private partnerships (“PPPs”). Additionally, such Federal Law sets forth that Brazilian Concession Agreements between the Brazilian Government and concessionaires may be formally amended to contain an arbitration clause permitting resolution of specific claims permitted by law through arbitration. The relevant concessionaire will be required to deposit in advance the costs and expenses of the arbitration, but the final arbitral award may rule that the Brazilian Government shall reimburse the concessionaire for such costs and expenses. ● On August 6, 2019, Decree No. 9.957/2019 was published. It regulates the procedure for re-tendering of concession projects, including PPPs in the roads, rail and airport sectors covered by Federal Law No. 13,448/2017. ● On August 5, 2020, due to the financial impact caused by the COVID-19 pandemic, federal law No. 14,034 was published, amending federal law 13,499, dated October 26, 2017, allowing the deferral on payment of the concession fee. ● On October 20, 2020, Directive No. 157 of the Ministry of Infrastructure was enacted and established the terms and conditions for the re-profiling of the fixed grant (concession fee) payments due in 2020. ● On December 3, 2021, Directive No. 139 of the Ministry of Infrastructure was enacted and established the terms and conditions for the re-profiling of the fixed grant (concession fee) payments due in 2021. ● On June 14, 2022, Law No. 14,368 revoked provisions of various laws, and established that as of January 1, 2023, contributions to the National Civil Aviation Fund will not be due by airport concessionaries. ● On September 19, 2024, Ministry of Ports and Airports (MPOR) published, Ordinance No. 443, which establishes guidelines, requirements and procedures for the admissibility of consensual solutions and prevention of conflicts in concession and lease contracts under its jurisdiction. On September 12, 2023, a contract between the new concessionaire and ANAC was executed. On December 27, 2023, the budget required for the indemnification payment by the Government was approved by the National Congress and sanctioned by the President of Brazil, determining the final gross indemnification in the amount of R$609.5 million. On December 29, 2023, the Brazilian Government made a partial payment deducting all the obligations related to fixed and variable concession fees (a total net payment of R$199.7 million equivalent to U.S.$41.3 million). This payment extinguished all concession fee obligations maintained by ICASGA, while a residual indemnification balance remained subject to final determination. On January 5, 2024, an additional amount was collected in connection with this compensation, with the residual portion still pending calculation. 87 Table of Contents Natal Concession Agreement After the end of operations at Natal Airport, ACI do Brasil and ANAC reached a final consensus on the residual compensation amount. ACI do Brasil awaits payment of the residual value still to be paid by the Federal Government. The Natal Concession Agreement was awarded to ICASGA in August 2011 and became effective in January 2012 for an initial term of 28 years. In March 2020, ICASGA requested the commencement of the re-bidding process under Brazilian law, and in November 2020 an amendment governing such process was executed with ANAC. The airport was re-tendered in May 2023 and awarded to Zurich Airports, with the new concession agreement executed in September 2023. In December 2023, the Brazilian Government approved and paid the indemnification owed to ICASGA, which was fully collected in January 2024, extinguishing all obligations under the Natal Concession Agreement. Brasilia Concession Agreement The concession agreement for the construction, operation and maintenance of the Brasilia Airport (“Brasilia Concession Agreement”) was awarded in February 2012 to ICAB and became effective on July 24, 2012. The initial term of the Brasilia Concession Agreement is for 25 years and can be extended for an additional 5 years, if necessary, to reestablish economic equilibrium. The Natal Concession Agreement and the Brasilia Concession Agreement are collectively referred to in this annual report as the “Brazilian Concession Agreements.” Material Terms and Conditions of the Brazilian Concession Agreements Under the Brasilia Concession Agreement, ICAB shall be responsible for (i) managing the expansion of Brasilia Airport to provide adequate infrastructure and improve its service level; and (ii) maintaining and operating Brasilia Airport in accordance with certain parameters provided for under Annex 2 of the Brasilia Concession Agreement (the “Brasilia Airport Development Plan”). During the term of the Brasilia Concession Agreement, ICAB shall be responsible for, among other things: ● providing adequate service to passengers and users of the airport, as defined in Article 6 of Federal Law No. 8.987/95 (the “Brazilian Concessions Law”), using all means and resources available, including, but not limited to, making any necessary investments to expand airport operations to sustain the required service levels, based on the existing demand and the provisions set forth in the Brasilia Airport Development Plan; ● implementing services and management programs, and offering training programs to its employees for purposes of improving services and the convenience of users in order to meet the requirements set forth in the Brasilia Airport Development Plan; ● providing proper service (according to what the Brasilia Airport Development Plan defines as regular, continuous, efficient, safe, up to date, broad and courteous service), at a fair price, to the general public and airport customers; ● performing all services, controls and activities related to the concession agreement, with due care and diligence, employing the best available practices in every task performed; ● presenting the Brazilian ANAC with an Infrastructure management plan every five years and an annual Service Quality Plan during the term of the ICAB Concession Agreement; ● submitting to the approval of the Brazilian ANAC any proposal for the implementation of service improvements and new technologies, as provided for under the Brasilia Concession Agreement and applicable regulations; ● developing and implementing plans for dealing with emergencies at the airports, maintaining, for such purposes, human resources and materials required by industry regulations and the Brasilia Airport Development Plan; and ● meeting minimum corporate capital requirements with respect to ICAB that is, a minimum subscribed and paid-in corporate capital in the amount of R$243.3 million. 88 Table of Contents Concession Fees Annual Fixed Payment Under the Natal Concession Agreement, ICASGA was required to pay the Brazilian ANAC an annual fixed payment adjusted based on the base interest rate of the Central Bank of Brazil in the amount R$6.8 million for the years 2020 to 2032, and R$9.7 million for the years 2033 to 2040. Due to the re-bidding process, since 2021 ICASGA was authorized to defer payment of the concession fee owed to the Brazilian ANAC. On December 29, 2023, such deferred amounts, liquid credits with economic-financial rebalancing (R$87 million equivalent to U.S.$18.0 million), were discounted from government payments in the amount R$287 million (equivalent to U.S.$59.3 million) as compensation for ICASGA. In December 2023, ICASGA received a gross indemnification in the amount of R$609.5 million (equivalent to U.S.$125.9 million). As of December 31, 2023, a net gain of R$825 million (equivalent to U.S.$166.5 million) was recognized mainly due to a gain for the reversal of impairment losses recognized in previous periods over intangible assets of R$514 million (equivalent to U.S.$103.8 million) and other operating income that includes the compensation of intangible assets of R$125 million (equivalent to U.S.$25.2 million) and a net gain from the offset of other assets and liabilities of the concession for a total of R$186 million (equivalent to U.S.$37.5 million). Throughout these nearly four years of the amicable returning process, Inframerica ensured service excellence and maintained a cooperative and smooth collaboration with all parties involved. All financial commitments were met, and the administrator is expected to transfer the asset in good standing with all its partners and authorities. The Concessionaire has been internally working with its employees to ensure a termination process that complies with all CLT (Consolidation of Labor Laws). On December 31, 2023, Inframerica, the prior concessionaire of Natal Airport S.A., was absorbed by ACI do Brasil S.A., a subsidiary of CAAP. Under the Brasilia Concession Agreement, ICAB is required to pay the Brazilian ANAC an annual fixed payment and a variable payment, both adjusted by the National Consumer Price Inflation Index (Índice Nacional de Preços ao Consumidor Amplo, or “IPCA”). In relation to the annual payment for 2021, the company is still having a judicial discussion to reduce 50% of the amount, reprograming the futures payments from 2030 to 2037). Regarding the 2022 concession fee, a partial payment of R$81.6 million was made through the application of re-equilibrium credits. To pay the remaining amount, on November 21, 2022, ICAB presented to the Ministry of Infrastructure an offer of court payment orders, which is currently still under review. In December 2022, the Ministry issued an official letter confirming that until it issues a final opinion, ICAB is in compliance with its obligations. Regarding the 2023 concession fee, in December 2023, ICAB paid in full the concession fee in the amount of R$352.7 million, of which R$248.2 million was paid in cash while the remaining R$104.5 million was settled through re-equilibrium credits. Regarding the 2024 concession fee, ICAB also fully paid the concession fee of R$369.9 million (equivalent to U.S.$63.4 million), of which R$257.3 million (equivalent to U.S.$44.1 million) was paid in cash, while the remaining R$112.6 million (equivalent to U.S.$19.3 million) was settled through re-equilibrium credits. See “—Our Airports by Country in Which We Operate—Brazil—Brazilian Concession Agreements Key Terms” for more information on the suspension of the fixed contribution. In 2024, there was a significant change in the methodology to determine the economic-financial re-equilibrium. The previous methodology was based on the difference between the estimated operational cash flow (pre-Covid-19 scenario) and the actual cash flow (post-Covid-19 scenario), calculated based on EBITDA. The new methodology focuses on the difference in the number of passengers processed at the airport between the pre- and post-Covid-19 scenarios. The re-equilibrium is calculated based on the EBITDA of the factual scenario, considering some adjustments required by ANAC. This “EBITDA/Pax” indicator is then multiplied by the observed difference in passenger numbers, resulting in the rebalancing amount. This change has brought simplification and greater predictability to the re-equilibrium calculation, with an amendment ensuring its continuity for the coming years until the actual demand reaches the demand projected by ANAC for the pre-COVID scenario of the year 2023. 89 Table of Contents On December 10, 2025, ICAB was informed by ANAC of the suspension of the enforceability of the of the 2025 fixed concession fee, in the amount of R$386.4 million (equivalent to U.S.$70.2 million), as a result of the authorization granted by the SAC, within the scope of the contractual renegotiation process currently under review by the Brazilian Federal Court of Accounts. The suspension will remain valid until the negotiation process is concluded and, while in effect, does not constitute a default. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil—We are in a contractual renegotiation process of the Brazilian Concession Agreement under which we incurred losses due to the accretion of the financial liability recognized as a result of the contractual fixed concession fee.” Annual Variable Payment ICAB is also subject to an annual variable payment, equal to: (i) 2% of the perceived annual gross revenues, for annual gross revenue of up to R$925.1 million for the year ended December 31, 2023; plus (ii) 4.5% of the annual gross revenues, including the gross revenue of its wholly-owned subsidiaries, for annual gross revenues above R$925.1 million for the year ended December 31, 2023. Monthly Payment Pursuant to the Brasilia Concession Agreement (as amended), ICAB (amendment N° 02/2018) and ICASGA (amendment N° 06/2018) shall also pay a monthly payment equal to 26.4165% of all airport tariffs received by each company. Due to the re-bidding process, since 2021 ICASGA was authorized to defer payment of the concession fee owed to the Brazilian ANAC. Such deferred amounts were discounted from the compensation received from the government. On June 14, 2022, Law No. 14,368, revoked provisions of various laws and established that as of January 1, 2023, contributions to the National Civil Aviation Fund will not be due by airport concessionaires. Consequently, monthly payments are no longer required since January 1, 2023. Master Development Program Under the terms of our Brasilia Concession Agreement, ICAB is required to present a master development program for approval by the Brazilian ANAC every five years. The Brazilian ANAC is the Brazilian Agency created in 2005 that integrates the Federal Public Administration and the Ministry of Transport, Ports and Civil Aviation in Brazil. The Brazilian ANAC is responsible for the regulation and inspection of civil aviation in Brazil, and is responsible for creating the standard model for carriers for airport infrastructure, and is the counterparty for the Brasilia Concession Agreement. The master development program (PGI – Plano de Gestão de Infraestrutura) includes planned investment (including capital expenditures and improvements) of the concession holder for the succeeding 5year period. The master development plan for Brasilia Airport for the 2018 to 2022 period was approved in 2017. The master development plan must set forth the investments necessary to comply with the dimension/quality parameters established in the Brasilia Concession Agreement (considering the concessionaire’s projections on air traffic growth), as well as any optional investments proposed by ICAB. Once reviewed and approved by the Brazilian ANAC, the investments proposed in the plan become binding commitments under the terms of the Brasilia Concession Agreement. However, ICAB may reduce or otherwise modify any investment in such plan so long as such investment is not related to ICAB’s compliance with the dimension/quality parameters established in the Brasilia Concession Agreement. On October 24, 2022, a new master development plan for Brasilia Airport with respect to the 2023 to 2027 period was submitted for ANAC’s approval. Fees As consideration for the investments and payment obligations assumed by ICAB under the Brazilian Concession Agreements, ICAB is entitled to charge the tariffs (fees contemplated by the Brazilian Concession Agreements and pursuant to applicable law and regulation) and non-tariffs (fees associated with the exploration of other commercial activities) described below: 90 Table of Contents Tariffs ICAB is entitled to charge certain tariffs from users and airlines upon use of services, equipment, facilities and installations available at Brasilia Airports, including: ● departure passenger charges; ● connection charges ● landing fees; ● aircraft parking fees; and ● cargo fees. ICAB is prohibited from charging any tariff not provided for in the Brazilian Concession Agreements, or the applicable law and regulation. In addition, Law 14.034/2020 revoked the FNAC fee as of January 1, 2021. The tables below set forth the maximum amounts that we were permitted to collect as of July 2025, under the Brasilia Concession Agreement: Boarding Rate Group I ​ ​ ​ ​ ​ ​ Nature ​ ​ ​ Domestic ​ ​ ​ International Concessionaire 32.87 71.1254.77 ​ Connection Rate ​ ​ ​ ​ Domestic (R$/passenger) ​ ​ ​ International (R$/passenger) 15.14 15.14 ​ Landing Fee Group I ​ ​ ​ ​ Domestic (R$/Ton) Final ​ ​ International (R$/Ton) Final 10.2895 27.4327 ​ Rate of Permanence of the Group I ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ ​ ​ International ​ ​ (R$) ​ (R$) Rate of Permanence ​ Final ​ Final Maneuver Patio (PPM) 2.0330 5.4768 Long Stay Patio (PPE) 0.4316 1.1150 ​ Adjustment Tariffs shall be adjusted annually by IPCA, upon the application of a specific formula that considers the IPCA and the effects of the Q and X Factors, as defined in the Brazilian Concession Agreements. The Brazilian ANAC adopted Factor X as a mechanism to measure positive and negative productivity and efficiency variations and Factor Q as a mechanism to verify compliance with service levels. Non-Regulated Revenue Pursuant to the Brazilian Concession Agreements, ICAB may engage in commercial activities that generate non-regulated revenues, as provided under the relevant airport master plan, directly, through subsidiaries or through lease contracts with third parties. 91 Table of Contents The following airport-related commercial activities are authorized: ● ground handling, catering and fueling; ● retail, duty free, food and beverage, banking services, lottery and vending machines; ● rental of office spaces, warehouses and export processing areas; ● car rental, parking, hotels and meeting rooms; and ● hotel transfers, city tour and telecommunication services. Review of the Concession Parameters The review of the parameters of the Brazilian Concession Agreements shall be conducted every five years during the concession period and involves the determination of service quality indicators, the methodology of calculation of factors X, Q and the discount rate considered in the calculation of the marginal cash flow used in determining extraordinary reviews. Extraordinary Review The extraordinary review is intended to restore the economic and financial equilibrium of the Brazilian Concession Agreements when costs, revenues or gains of ICAB are unbalanced as a result of events with respect to which the Brazilian ANAC is required to bear the risk (e.g., changes in airport security requirements, change in certain rules and regulations, and the existence of archeological sites in the airport area). In addition, the Brasilia Airport may make a request for the restoration of economic and financial equilibrium under the Brazilian Concession Agreements if government entities do not complete the works required under the concession tender documents. A request for the restoration of equilibrium may also be made if there are latent defects in the then existing infrastructure. The relevant concessionaire may request an extraordinary review of the Brazilian Concession Agreement to re-establish the economic and financial equilibrium of the concession if one or more events under Section V of the concession agreement occurs. The principal events are the following: ● any changes in any law or rule related to (a) the services that the concessionaire must provide or (b) any security procedure; ● operational restrictions resulting from any act (or omission thereof) by any governmental body; ● mandatory changes in tariffs or granting of tariff benefits; ● changes in the tax regime that causes additional costs for the concessionaire (excluding income tax); and ● force majeure event. The restoration of the economic and financial equilibrium may be implemented by the Brazilian ANAC upon (i) changing the amount of tariffs; (ii) modifying the concession term or ICAB’s obligations; or (iii) adopting other measures it deems appropriate. The review will be based, among others, on the marginal cash flow related to every event generating economic and financial disequilibrium. In the process of determining the compensation necessary to offset economic and financial changes, the Brazilian ANAC may request documents prepared by independent institutions, the cost of which shall be at ICAB’s expense. 92 Table of Contents Guarantees and other Financial Commitments Performance bond Under the Brazilian Concession Agreements, the Brazilian concessionaires are required to provide certain performance bonds for some events. Main performance bonds relate to “Phase I-B” and “Phase II” events under the Brazilian Concession Agreements. The current amount of Phase II is R$283.7 million (equivalent to approximately U.S.$51.6 million) in ICAB. The ICAB performance bond was fulfilled through an insurance policy entered into with Fator Insurance Company. Financial commitments The Brazilian Concession Agreements are subject to the general provisions set forth under the Brazilian Concessions Law (Federal Law No. 8,987/95), Public Procurements and Administrative Contracts Law (Federal Law No. 8,666/93), as well as MTPA and the Brazilian ANAC regulations. Pursuant to Article 28 of the Brazilian Concessions Law, the Brazilian concessionaires may provide the rights arising from the concession as collateral for their financing arrangements, up to a limit that does not compromise the operations and continuity of the services provided by the concessionaire. ICAB has complied with all the minimum financial commitments required under its Brazilian Concession Agreement. Any further investments would only be necessary in the event of increased demand. Federal Law No. 13,499/17 Federal Law No. 13,499/17 (Provisional Measure MP779) provides that airport concessionaires in Brazil are permitted to prepay the applicable concession fees due by such concessionaire. By prepaying such concession fees, an equal amount of future concession fees is deferred. The deferred amount is adjusted at a rate equal to 6.81% plus inflation (measured by IPCA). We used part of the borrowings under the Banco Santander Bridge Loan Facility to prepay approximately 45% of the concession fees due in 2018 under the Brasilia Concession Agreement. We also prepaid 100% of the concession fees due in 2018 under the Natal Concession Agreement. On December 20, 2017, we entered into amendments of each of the Brasilia Concession Agreement and the Natal Concession Agreement in connection with such prepayments. Penalties Operational Intervention Whenever contractual breaches are deemed to substantially affect the concessionaire’s ability to provide its services as provided for in the Brazilian Concession Agreements, the Brazilian ANAC may temporarily intervene in the operations to guarantee the quality of services and adherence to contractual provisions and regulations. Termination of the Concessions The Brazilian Concession Agreements will be deemed terminated upon any of the following events: ● the end of the concession term, as provided for in the relevant Brazilian Concession Agreement; ● the expropriation of the concession by the Brazilian ANAC for reasons of public interest; ● forfeiture declaration by the Brazilian ANAC as a result of the breach of material contractual obligations by ICAB pursuant to Article 38 of the Brazilian Concessions Law; ● termination by a judicial order resulting from an action filed by ICAB based upon the breach of the Brazilian ANAC obligations; ● the annulment of the Brazilian Concession Agreements by a judicial or administrative order based on the discovery of illegalities or irregularities in the tender documents, in the bid process or in the Brazilian Concession Agreements; or ● bankruptcy or liquidation of ICAB. 93 Table of Contents Upon termination of the Brazilian Concession Agreements, the Brazilian ANAC may: ● assume the airport services and operations; ● occupy and use the premises, facilities, equipment, materials and human resources employed in the airport services and operations that are required for the continuity thereof; ● apply the pertinent penalties, especially those relating to the reversion of assets attached to the concessions in favor of the Brazilian ANAC; and ● retain and enforce guarantees or collateral to ensure payment of administrative fines and losses caused by the concessionaires. The amount of any indemnification payment due to ICAB in the event of the expropriation, or termination by a judicial order, of the relevant concession will include the outstanding balance under the loan agreements entered by ICAB with BNDES and/or CEF. In addition, ICAB is entitled to receive payment for (i) non-amortized investments; and (ii) all applicable demobilization costs, including fines, termination payments and indemnifications due to employees, suppliers and other creditors. If the Brazilian Concession Agreements are terminated in connection with a forfeiture declaration issued by the Brazilian ANAC, then the amount of the indemnification payment will be limited to the non-amortized amount of assets reverted to the Brazilian Government less the amount of (i) any applicable losses; (ii) fines; and (iii) insurance payments received by ICAB, in connection with the events and circumstances that resulted in the forfeiture declaration. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil—We are in a contractual renegotiation process of the Brazilian Concession Agreement under which we incurred losses due to the accretion of the financial liability recognized as a result of the contractual fixed concession fee.” Reverted Assets ICAB is obliged to maintain an updated list of the assets attached to the Brazilian Concession Agreement, which shall be returned to the Brazilian ANAC upon the end of the relevant concession, in adequate working condition, sufficient to ensure the continuity of the airports services and operations for at least two years. Transfer of control and transfer of concession The assignment of the concessions and the transfer of direct or indirect corporate control of ICAB depend on the prior and express approval from the Brazilian ANAC. During the first five years of the Brazilian Concession Agreements, the prior and express approval from the Brazilian ANAC will also be required in connection with: (i) transfer of ICAB shares owned by its private shareholder and (ii) changes to ICAB private shareholder ownership structure that do not imply transfer of control. Penalties The failure to comply with the Brazilian Concession Agreements, the applicable request for proposal and the rules and regulations issued by the Brazilian ANAC may result in the following penalties to the concessionaires, in addition to any other penalties provided for in the applicable law and regulation: ● warning; ● fine; ● temporary suspension of participation in requests for proposals to obtain new concessions or authorizations for the operation of the airport infrastructure as well as restrictions for ICAB to enter into new contracts with the Brazilian Government; and/or ● forfeiture of the concession. 94 Table of Contents Governing Law and Dispute Resolution The Brazilian Concession Agreements are governed by the laws of Brazil. Any dispute, controversy or disagreement related to indemnification payments that may be due to a party upon the termination of the Brazilian Concession Agreements, including reverted assets, shall be settled by arbitration, in accordance with the Arbitration Rules of the International Chamber of Commerce, subject to the provisions of Federal Law No. 9,307, of September 23, 1996 (the Brazilian Arbitration Law). The Brazilian courts of the Federal District (Distrito Federal) have jurisdiction to resolve all other disputes related to the Brazilian Concession Agreements. Uruguay Sources of Regulation The following are the main laws and regulations that govern the Uruguayan Concession Agreements: ● Law No. 14,305 (“Uruguayan Aeronautical Code”) as regulated by the Executive Branch Decree No. 39/977. Title V of the Uruguayan Aeronautical Code sets forth the basic framework regarding airports in Uruguay establishing certain requirements that all airports, depending on their classification, have to comply with. ● Law No. 9,977 which provides that the Dirección Nacional de Aviación e Infraestructura Aeronáutica of Uruguay (“DINACIA”) an agency of the Defense Ministry, is the aeronautical authority having the responsibility of controlling, promoting and managing civil aviation. ● Executive Branch Decree No. 21/999, which regulates in further detail the responsibilities of DINACIA. ● Law No. 19,925 which created the National System of International Airports (known as “SINAI,” for its Spanish acronym) for purposes of developing certain airports within the country. This Law granted the Uruguayan Executive Power the authority to modify and supplement existing concessions for the construction, maintenance and exploitation, jointly or separately, of airports within the SINAI. The following are the main laws and regulations that govern the Amended Carrasco Concession Agreement and the operation of the Carrasco Airport and the Uruguay New Airports: ● Law No. 17,555 dated September 18, 2002, which authorized the Corporación Nacional para el Desarrollo (“CND”), a state-owned agency created by Law No. 15,785, to incorporate a company with the purpose of managing, exploiting, operating, constructing and maintaining Carrasco Airport. Pursuant to such authorization, in 2003 the Uruguayan Government incorporated Puerta del Sur, and on February 6, 2003, Puerta del Sur entered into the Concession Agreement with the Defense Ministry to manage, exploit, operate, construct and maintain the Carrasco Airport for a 20-year term, extendable up to 30 more years, by paying an annual concession price or fee. ● Executive Branch Decree No. 376/002, dated September 28, 2002, which includes the Comprehensive Management System (Régimen de Gestión Integral), which regulates Law No. 17,555, and created the Unidad de Control, which acts as Puerta del Sur’s regulator. ● Executive Branch Decree No. 153/003, dated April 24, 2003, Executive Branch Decree No. 192/003, dated May 20, 2003, and Executive Branch Decree No. 317/003, dated August 13, 2003, which amended the terms of the auction of Puerta del Sur’s shares and certain requirements connected to the Concession Agreement. ● Resolution No. 284/005 issued by the Defense Ministry, pursuant to which the Defense Ministry approved certain amendments to the Carrasco Concession Agreement. ● Executive Branch Decree No. 303/005, dated September 13, 2005, Executive Branch Decree No. 469/007, dated December 3, 2007, Executive Branch Decree No. 491/009, dated October 19, 2009, Executive Branch Decree No. 20/012 dated January 27, 2012, Executive Branch Decree No. 148/2014, dated May 26, 2014, Executive Branch Decree No. 62/015, dated February 18, 2015, Executive Branch Decree No. 232/2017 dated August 28, 2017 and Executive Branch Decree No. 31/2018 dated February 2, 2018, all of which updated the tariffs set forth in the Carrasco Concession Agreement. 95 Table of Contents ● Executive Branch Decree No. 409/08, which approved the regulations related to the treatment of Carrasco Airport as a “freeport.” ● Executive Branch Decree No. 229/014, dated August 6, 2014, which amended several aspects of the Carrasco Concession Agreement, providing the extension of the Carrasco Concession Agreement for an additional 10-year term in exchange for (i) payment of a fee of U.S.$20.0 million and an additional fee by Puerta del Sur which will be discussed further on, (ii) the return to the Ministry of Defense of the old Carrasco Airport passengers terminal, and (iii) commitment by Puerta del Sur to perform certain obligations. See “Item 4. Information On The Company —B. Business Overview—Regulatory and Concessions Framework—Uruguay— Amendment to the Carrasco Concession Agreement—Obligations Assumed by Puerta del Sur as Concessionaire.” ● Resolution No. 27/015, dated March 11, 2015, issued by the Defense Ministry regarding the FBO-VIP zone. ● Resolution No. 96006, dated November 30, 2020, issued by the Uruguayan executive power, authorized an amendment of the Carrasco Concession Agreement in order to reduce 50% the canon to be paid by Puerta del Sur during the first semester of 2020 as a consequence of COVID-19’s impact. On December 19, 2020, the Ministry of Defense and Puerta del Sure entered into such amendment to the Carrasco Concession Agreement to provide for such canon reduction. ● Resolution No. 218/021, dated November 5, 2021, issued by the Execute Branch, which amended and extended the Carrasco Concession Agreement for an additional 20-year period, from November 2033 to November 2053 and incorporated the Uruguay New Airports located in the cities of Melo (Cerro Largo, Uruguay), Rivera (Rivera, Uruguay), Durazno (Durazno, Uruguay), Carmelo (Colonia, Uruguay), Paysandú (Paysandú, Uruguay) and Salto (Salto, Uruguay) into the scope of the Carrasco Concession Agreement. ● Executive Branch Decree No. 104/024, dated April 16, 2024, which provided that Puerta del Sur must make the investment required for the Carrasco Airport to be CAT IIIb, and a new price was created to be charged to the airlines. ● Executive Branch Decree No. 105/024, dated April 16, 2024, which incorporated a new area in which the old airport terminal is located to the concession area of the Carrasco Airport, and a new fee was created. The following are the main regulations that govern the Punta del Este Concession Agreement and the operation of the Punta del Este Airport: ● Law No. 15,637 dated September 28, 1984, which authorizes the Executive Branch to grant concessions of public property to individuals, public or private legal entities, mix ownership companies, allowing the concessionaire to collect fees from the commercial exploitation. ● Resolution No. 960/993 issued by the Executive Power dated October 23, 1993, which awarded the Public Tender 4/991 for the reconstruction, maintenance and partial operation of the services of the Punta del Este Airport to Consorcio Aeropuertos Internacionales S.A. and authorized the Ministry of Defense to enter into the Punta del Este Concession Agreement with CAISA for a period of 20 years. ● Resolution No. 1866/001 issued by the Ministry of Defense dated December 14, 2001, which approved the amendment of the terms of the Punta del Este Concession Agreement. ● Resolution No. 1351/2019 issued by the Executive Power dated March 28, 2019, which approved the amendment of the Punta del Este Concession Agreement, extending its term until March 31, 2033. The amended agreement was executed on June 28, 2019. ● Resolution No. 97.890 issued by the Executive Power dated April 16, 2024, which approved the amendment of the Punta del Este Concession Agreement, extending its term until October 26, 2043. 96 Table of Contents Governmental Authorities Role of DINACIA The former Directorate of Civil Aviation, currently called DINACIA, the Uruguayan aviation authority, was created by the Executive Branch Decree No. 21/999, dated January 26, 1999. The goal of DINACIA is to implement civil aviation policies in Uruguay, according to current international standards and recommendations, thus monitoring on an ongoing basis operational security, directing, and controlling civil aviation activities. DINACIA is also in charge of the safety, regularity and efficiency of the aeronautical operations and with providing services in accordance with international regulations and requirements in Uruguay. DINACIA’s rights and obligations with respect to the Carrasco Concession Agreement are set forth under the Concession Agreement and applicable laws. DINACIA also provides the necessary resources for the functioning of the Unidad de Control and administrative support, infrastructure and material resources. Uruguayan Executive Branch Decree No. 21/999 also regulates DINACIA’s organization and powers, which among others include the following: (i) execute the national aeronautics policies according to current regulations and directives; (ii) direct, coordinate, monitor and evaluate the activities assigned to other departments; (iii) advise, in compliance with current legal standards, in all matters related to civil aviation; (iv) issue, in its capacity as national aeronautical authority certain certificates (Certificados de Explotador Aéreo) to airline companies that must comply with the requirements established in the regulations of civil aviation; (v) issue instructions (Instructivos) to define policies to be developed in the areas of its competence in order to control compliance with all civil aviation activity; and (vi) issue rules (Circulares) regarding airport security and operations. Notwithstanding the foregoing, DINACIA has authority in all matters related to civil aviation and aeronautics, according to national statutes and international treaties. Countrol Unit (Unidad de Control) The Unidad de Control was created by Executive Branch Decree No. 376/002 as the responsible body for the supervision and control of the fulfillment of airport concessionaires and the financial, legal, technical and operative supervision of the Uruguayan Concession Agreements. The Unidad de Control’s members inspect both the Carrasco Airport and the Punta del Este Airport regularly. Under the terms of the Uruguayan Concession Agreements, certain tariffs and charges included in the Uruguayan Concession Agreements require the approval of the Executive Branch. Prices not included in the Carrasco Concession Agreement, applicable to the airlines, require the approval of the Unidad de Control. Other prices must only be notified to the Unidad de Control and they have to be based on market prices and private negotiations. All disputes arising in connection with the operation or management of an airport must be submitted to the Unidad de Control. The Unidad de Control is the body responsible for suggesting to DINACIA all mitigations and sanctions that could apply in case of breach by the concessionaires of their obligations. The Unidad de Control also controls compliance with the ICAO rules relating to maintenance and management of all airports, and is responsible for coordinating and controlling all activities related to the emergency plans of the airports. Resolution No. 193/016 dated April 28, 2016, incorporated rules related to Emergency Plans at airports and Airports Certifications, which must be obtained by Puerta del Sur and CAISA. Before Resolution 193/016, both the Emergency Plan and the Airport Certification were obligations of the State. The completion of the Certification process is long and can last a couple of years. The Carrasco Concession Agreement In September 2002, the Uruguayan Government (through Law No. 17,555 and Executive Branch Decree No. 376/02) authorized the CND to incorporate a company with the purpose of  “managing, exploiting, operating, constructing and maintaining” the Carrasco Airport. Pursuant to such authorization, in 2003 the CND incorporated Puerta del Sur, which entered into the Carrasco Concession Agreement with the Defense Ministry to operate the Carrasco Airport. The initial term of the Carrasco Concession Agreement was for 20 years commencing in November 2003, which was extended for an additional 10-year period (i.e., until 2033) by Executive Branch Decree No. 229/2014 dated August 6, 2014. 97 Table of Contents In August 2003, our wholly-owned subsidiary Cerealsur S.A. acquired 100% of the issued and outstanding shares of Puerta del Sur in a public auction organized by the Uruguayan Government at the Uruguayan Stock Exchange. In November 2003, Puerta del Sur took the effective control of the Carrasco Airport. In order to meet the operator expertise requirements under the Carrasco Concession Agreement, upon consent of the Executive Branch, Puerta del Sur entered into an operating agreement with Cedicor, with experience in the management and operations of airports around the world, including in Argentina, Ecuador, Peru, Brazil, Italy and Armenia, to manage the Carrasco Airport. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—Amendment to the Carrasco Concession Agreement—Obligations Assumed by Puerta del Sur as Concessionaire—Airport Operator.” Amendment to the Carrasco Concession Agreement On December 18, 2020, the Uruguayan government passed Law No. 19,925 which created the National System of International Airports (known as “SINAI,” for its Spanish acronym) for purposes of developing certain airports within the country. This Law granted the Uruguayan Executive Power the authority to modify and supplement existing concessions for the construction, maintenance and exploitation, jointly or separately, of airports within the SINAI. Under the scope of the SINAI, the Uruguayan Executive Power, through the Ministry of Defense, negotiated with Puerta del Sur the Amended Carrasco Concession Agreement. The Amended Carrasco Concession Agreement was executed on November 8, 2021 and modified the existing Carrasco Concession Agreement by, among other things, (i) extending the term of the Carrasco Concession Agreement until November 20, 2053, (ii) incorporating into the concession six additional Uruguay New Airports located in Rivera, Salto, Carmelo, Durazno, Melo, Paysandú, and (iii) requiring Puerta del Sur to make capital expenditures in connection with the development of the Uruguay New Airports of U.S.$67 million, in the aggregate, between 2022 and 2028 with respect to the operation of such Uruguay New Airports. Such capital expenditures will need to be completed pursuant to the following investment schedule (“Investment Schedule”), which may be adjusted as a result of force majeure events and certain other particular circumstances: (i) U.S.$13 million during 2022, (ii) U.S.$32 million during 2023, (iii) U.S.$18 million during 2024; and (iv) U.S.$4 million during 2028. Additionally, the scope of works to be performed on the Uruguay New Airports are contemplated in the investment programs (programas de inversion) (“Investment Program”) which include the construction schedule. Under the Amended Carrasco Concession Agreement, the concession is expected to expire on November 20, 2053. The operation of the Uruguay New Airports by Puerta del Sur under the Amended Carrasco Concession Agreement started progressively after meeting certain conditions. The Uruguayan government consented to the amendment by Puerta del Sur of its by-laws to reflect the incorporation of the Uruguay New Airports under the Amended Carrasco Concession Agreement. The Amended Carrasco Concession Agreement does not change the concession fees that Puerta del Sur must pay. However, passengers departing from and arriving to the Uruguay New Airports will be taken into account for purposes of determining the fees to be actually paid, which depends on passenger traffic. Obligations Assumed by Puerta del Sur as Concessionaire Under the terms of the Carrasco Concession Agreement, Puerta del Sur is responsible for developing, managing, exploiting, operating and maintaining the Carrasco Airport, which includes performance of the following activities: ● using Carrasco Airport facilities and the human and material resources associated with the aeronautical and commercial services regulated under the Carrasco Concession Agreement exclusively for such purposes; ● taking all necessary measures (other than those under the responsibility of the Uruguayan Government) in order for Carrasco Airport to be included in the following categories of the IATA: (a) Category 1 Instrumental; (b) Category 4E regarding the state of the landing strip; (c) Category 9 regarding fire protection; and (d) at least in Category C of IATA; ● maintaining Carrasco Airport operational 24 hours a day, seven days a week; 98 Table of Contents ● complying with applicable security measures required by the ICAO, as well as other measures required by DINACIA; ● allowing the Uruguayan Government to comply with its duties under the Carrasco Concession Agreement as the regulator of the Carrasco Airport, including the services relating to air police, police enforcement, customs control, immigration, Interpol, meteorology, veterinary and healthcare; ● keeping and maintaining the facilities received under concession in perfect operating conditions and in full operations (24/7, 365 days a year) and replacing them as deemed necessary in the event of destruction or obsolescence and updating them to reflect the latest technological advances; ● implementing the necessary measures to ensure freedom of access and nondiscrimination; ● performing the works required by the Carrasco Concession Agreement. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—Amendment to the Carrasco Concession Agreement—Obligations Assumed by Puerta del Sur as Concessionaire—Construction of a New Passenger Terminal;” ● reporting to the relevant authorities any breach of the Carrasco Concession Agreement and those which endanger or may endanger the security of Carrasco Airport, and cooperate with any investigations; ● maintaining the guarantees and insurance policies valid and current in accordance with the terms of the Carrasco Concession Agreement; ● reporting to DINACIA, the control entity of Carrasco Airport, any facts affecting the regulated airport activities; ● paying the concession fee; ● providing to the Unidad de Control all documents and information necessary to verify compliance with the Carrasco Concession Agreement; ● permitting DINACIA (without any restrictions) to use a limited space at the Carrasco Airport free of charge, and compensating the Uruguayan Government for the provision of transit, flight protection, radio navigation and communications services; and ● complying with all the obligations contained in the Comprehensive Management System and all those inherent to a “reasonable” or “diligent” business owner. The control of the aeronautical transit, general flight operations and security measures are excluded from the Carrasco Concession Agreement and remain with DINACIA. The Unidad de Control, an agency that consists of representatives of the Defense Ministry and the Ministries of Economy and Transportation, supervises Puerta del Sur’s compliance with its obligations as concessionaire of Carrasco Airport, and oversees the financial, legal, technical and operative supervision of the concession. Under the terms of the Carrasco Concession Agreement, Puerta del Sur has assumed the obligations described below. Maintenance and Operation of the Airport Terminal and Uruguay New Airports Under the Carrasco Concession Agreement, Puerta del Sur is required to take all measures to provide secure, regular, efficient and high-quality services, at the minimum cost to the users of Carrasco Airport and the Uruguay New Airports. Any change in the Carrasco Concession Agreement related to infrastructure, facilities or equipment will require the prior authorization of the Executive Branch. Under the Carrasco Concession Agreement, Puerta del Sur is responsible for complying with all applicable legal requirements concerning aeronautical, labor, fiscal, customs and other matters related to its activity. 99 Table of Contents Airport Operator Under the Carrasco Concession Agreement, Puerta del Sur is required to engage and maintain an experienced and financially sound airport operator for the airport, who, in turn, is charged with providing advice to Puerta del Sur in the following areas: airplanes, passengers, mailing and cargo. On February 2, 2017, Puerta del Sur replaced SEA as operator and entered into an operating agreement with Cedicor. Under the terms of the operating agreement between Puerta del Sur and Cedicor, Puerta del Sur pays Cedicor an annual fee of 2.5% of Puerta del Sur’s operating income with a minimum of U.S.$500,000 and a maximum of U.S.$2.0 million per calendar year. On January 17, 2022, Puerta del Sur and Cedicor signed an amendment under which Cedicor agreed to also operate the new airports. The Carrasco Concession Agreement requires that any entity acting as the operator of Carrasco Airport and/or the new airports must be approved by the Executive Branch and must satisfy the following conditions: ● Technical operational capacity: The operator must have at least eight years’ experience in airport management and operations with, at minimum, 40,000 tons of cargo and 2.4 million passengers per year, as certified by the competent aeronautical authority of the country in which it operates. If the operator is a holding company, the referenced technical capacity will be that of the controlled entity. Cedicor’s technical and operational capacity was certified by the Aeronautical Authority of Guayaquil and approved by Uruguay’s Executive Branch. ● Financial and economical capacity: The operator must have a minimum operating capital of U.S.$50.0 million in its most recently ended fiscal year, as evidenced by the audited balance sheet and income statement of the operator prepared in accordance with IFRS. Operating capital is calculated as the sum of net worth and short-term and long-term financial debt. Puerta del Sur must submit to DINACIA any request seeking the approval of the Executive Branch to approve an entity to become operator of Carrasco Airport. The Executive Branch must approve the proposed operator within 20 days. If denied, Puerta del Sur will have 15 days to respond to any objections. Once approved, the agreement between Puerta del Sur and the operator will be in force during the effective term of the Carrasco Concession Agreement. Any termination of the operating agreement will require the consent of the Uruguayan Government. If Puerta del Sur elects to replace the airport operator, it must submit to the Uruguayan Government the name of the replacement, together with evidence that the proposed operator meets all required conditions. Any proposed operator must be approved by the Uruguayan Government. Landing Fees ​ ​ ​ ​ ​ ​ ​ Adjusted Price ​ ​ (U.S.$ per ton) Aircraft weight (tons)(1) ​ Up to 10 tons 69.97 10 – 20 tons 356.79 20 – 30 tons 445.37 30 – 70 tons 666.92 70 – 170 tons 942.07 > 170 tons 1,282.54 ​ 100 Table of Contents Landing fees increase by 20% for night landing. On May 15, 2024, we entered into an amendment to the Carrasco Concession Agreement concerning the investment in a new Instrument Landing System (ILS) category IIIb and a new tariff that will be charged by Puerta del Sur once the new infrastructure has been completed: ​ ​ ​ ​ ​ ​ ​ Adjusted Price ​ ​ (U.S.$per ton) Aircraft weight (tons)(1) ​ Up to 10 tons — 10 – 20 tons — 20 – 30 tons 74.74 30 – 70 tons 111.92 70 – 170 tons 158.10 > 170 tons 215.24 ​ Parking Fees ​ ​ ​ ​ ​ ​ ​ PAD/h(1) In operative platform 5% PAD/h Outside operative platform 2.5% PAD/h Under repair (others) 0 PAD/h = daily landing price per hour or fraction. Boarding Services Fees ​ ​ ​ ​ ​ ​ ​ ​ U.S.$ Air shuttle 26.00 International flights 58.00 Domestic flights 5.00 ​ Handling Companies fees ​ ​ ​ ​ ​ ​ ​ ​ In ​ ​ ​ ​ ​ ​ Transit ​ ​ ​ Terminal Up to 10 seats 7.00 11.63 11 – 30 seats 21.02 31.47 31 – 90 seats 41.97 52.39 91 – 150 seats 62.97 83.93 151 – 250 seats 125.92 167.91 > 251 seats 188.89 209.89 ​ Load Airplanes ​ ​ ​ ​ ​ ​ ​ ​ In ​ ​ ​ ​ ​ ​ Transit ​ ​ ​ Terminal 5,700 kg MTOW 11.65 23.35 Up to B-737, B-727 (or similar) 83.93 94.53 B-767, DC-8 (or similar) 104.95 125.97 DC-10, MD-11, B-747, A-340 (or similar) 141.09 188.94 ​ 101 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Parametric ​ ​ ​ ​ ​ ​ ​ Adjusted ​ ​ ​ ​ ​ ​ ​ ​ SISCA ​ 2024 ​ Index ​ Fee ​ From ​ Until Passenger security fee 732 100,698 737 01/02/2018 31/01/2023 Passenger security fee 915 100,698 921 01/02/2023 31/01/2028 Passenger security fee 1,144 100,698 1,152 01/02/2028 ​ ​ Concession Fees As consideration for the Carrasco Concession Agreement, Puerta del Sur is required to pay annual fees to DINACIA for the concession of Carrasco Airport. These fees consist of: (a) basic fees and (b) additional fees. Basic Fees The basic fees are calculated annually for the period from November to November and are equal to the higher of  (i) a fixed amount of U.S.$6.1 million and (ii) the amount resulting by multiplying the total number of passengers that use Carrasco Airport by U.S.$5.57 per passenger (passengers in transit that exceed 7.5% of the total number of passengers that use the services of Carrasco Airport are excluded from such calculation, as well as diplomats, members of the Defense Ministry assigned to United Nation’s peace keeping missions or other international organizations and children under the age of two), plus applicable cargo fees. Additional Fees In connection with the extension of the term of the Carrasco Concession Agreement, in September 2014 Puerta del Sur agreed to pay additional fees (effective as of September 1, 2017), which are calculated based on the number of passengers that use Carrasco Airport and that exceed 1.5 million passengers per year (transit passengers are not included in such calculation, nor are diplomats, members of the Defense Ministry assigned to United Nation’s peace keeping missions or other international organizations or children under the age of two) multiplied by the coefficient set forth in the following table. ​ ​ ​ ​ ​ ​ Passengers from ​ ​ ​ Passengers to ​ ​ ​ Coefficient — 1,500,000 — 1,500,001 1,750,000 0.075 1,750,001 2,000,000 0.155 2,000,001 2,250,000 0.272 2,250,001 2,500,000 0.398 2,500,001 2,750,000 0.538 2,750,001 3,000,000 0.692 3,000,001 — 0.861 ​ Timing of Payment of Fees: Puerta del Sur must pay 50% of the annual fees to DINACIA in June of each year (as calculated for the previous November-to-November period), and the remaining 50% in the following December. Delay in Payment of Fees: If Puerta del Sur fails to timely pay the annual fees, it shall incur default interest at a rate of LIBOR (180 days) plus 10.0%. In addition, such failure to pay would be a breach of the Concession Agreement and may lead to the termination of the Carrasco Concession Agreement. Fees under the Amended Carrasco Concession Agreement The Amended Carrasco Concession Agreement does not change the concession fees that Puerta del Sur must pay under the Carrasco Concession Agreement. However, passengers departing from and arriving to the Uruguay New Airports will be taken into account for purposes of determining the fees to be actually paid, which depends on passenger traffic. The Amended Carrasco Concession Agreement also contemplates the operation and exploitation by Puerta del Sur of free ports and special customs areas (zonas aduaneras primarias) within the area of each of the Uruguay New Airports. Puerta del Sur Revenue Under the terms of the Carrasco Concession Agreement, Puerta del Sur is entitled to collect, among others, all aeronautical, commercial and cargo revenue related to services rendered at Carrasco Airport and/or the Uruguay New Airports. 102 Table of Contents According to Executive Branch Decree No. 376/02, the Concessionaire is entitled to make a request to the Executive Branch of the Uruguayan Government for an annual adjustment of the prices charged at Carrasco Airport and/or the Uruguay New Airports for landing, aircraft parking, passenger use tariffs, cargo, handling and storage of containers. If the requested adjustments are approved by the Uruguayan Executive Branch, the new prices are the maximum that can be charged, but not the fees that Puerta del Sur must necessarily charge. These prices charged to the airlines per aircraft movements and passenger use tariffs are adjusted pursuant to the Carrasco Concession Agreement. Other services provided by Puerta del Sur to airlines and not included above shall be proposed by Puerta del Sur and approved by the Unidad de Control. The current services that are being provided by Puerta del Sur to the airlines are included in the Concession Agreement and the Memorandum of Understanding and its amendments executed between the airline companies and Puerta del Sur which were ratified by the Unidad de Control. Other commercial revenues relating to the operation of Carrasco Airport or the Uruguay New Airports and not included above are unregulated and may be fixed by Puerta del Sur without any restriction. However, the Carrasco Concession Agreement requires that the prices for such unregulated services be in line with local market prices, taking into account the quality and type of services provided. Puerta del Sur must inform the Unidad de Control about the prices that it will charge for such services, and enclose comparative information about similar services in Uruguay and in the region. If the Unidad de Control rejects the proposed prices because they are not in line with local markets, Puerta del Sur would not be able to apply them. Prices are also published on the Puerta del Sur website and at DINACIA’s website. The prices that Puerta del Sur charges for the use of spaces within the terminal (other than spaces granted for airline operations) are freely set between Puerta del Sur and its counterparties and not subject to review or approval by any authority. Obligations Assumed by Puerta del Sur Under the 2014 Amendment to the Carrasco Concession Agreement As consideration for the extension of the term of the Concession Agreement for an additional 10-year period that took place in September 2014, Puerta del Sur agreed to the following: ● Extension Premium: Puerta del Sur agreed to pay to the Uruguayan Government U.S.$20.0 million simultaneously with the execution of the amendment to the Carrasco Concession Agreement, which amount has been already paid in full; ● Return of Old Passenger Terminal: The old passenger terminal has been detached from the Concession Agreement and was returned to the Defense Ministry; however, Puerta del Sur has assumed the obligation to pay U.S.$3.5 million in order to renovate the old terminal, which were duly paid at the execution of the amendment to the Carrasco Concession Agreement; ● Waiver of the Payment of Passenger Use Tariffs for Certain Governmental Authorities: Puerta del Sur has agreed to waive the payment of passenger use tariffs for diplomats, members of the Defense Ministry assigned to United Nations peace keeping missions or other international organizations and children under the age of two; ● Airport Security System: Puerta del Sur agreed to replace Carrasco Airport’s current security system with an integrated security system. The replacement will be initiated once the Executive Branch issues the Decrees imposing the obligation on the airlines to submit the advanced passenger information and passenger name record information to the Ministry of Interior; ● New Taxiway: Puerta del Sur agreed to build a new taxiway before the termination date of the Carrasco Concession Agreement, or earlier, if required by the ICAO regulations based on Carrasco Airport traffic statistics; currently the airport does not have sufficient traffic to require the construction of the taxiway, and Puerta del Sur expects to build the taxiway in the final years of the Carrasco Concession Agreement; and 103 Table of Contents ● Change of Control of Puerta del Sur: In general terms, a change of control of Puerta del Sur is not subject to approval by the Uruguayan Government, nor would it require any type of permit or authorization. However, under the terms of the amendment to the Carrasco Concession Agreement, it was agreed that if the shares of Puerta del Sur are sold within 36 months after the execution of the amendment (August 6, 2014), Puerta del Sur will be required to pay to the Uruguayan Government 50% of the benefit resulting from the sale, which is defined as the total consideration to be obtained from the sale minus investment costs. As of the date of this annual report, such 36-month term has expired, therefore, the payment requirement upon sale of shares of Puerta del Sur is no longer enforceable. Puerta del Sur is prohibited from assigning the Carrasco Concession Agreement, in whole or in part, without the prior and express authorization of the Executive Branch. Any new concessionaire would have to comply with the terms of the Carrasco Concession Agreement. ● Additional Fees: Puerta del Sur agreed to pay additional fees (effective as of September 1, 2017) based on the number of passengers that use the Carrasco Airport and if the number of passengers exceeds 1.5 million passengers per year. These additional fees are calculated by multiplying the number of passengers by a fixed coefficient, depending on the volume of passengers. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—Amendment to the Carrasco Concession Agreement—Additional Fees” above. Additional Obligations assumed by Puerta del Sur as Concessionaire under the Amended Carrasco Concession Agreement Puerta del Sur has agreed to the following obligations with respect to the Uruguay New Airports: ● make capital expenditures in an amount equal to U.S.$67.0 million in the aggregate between 2022 and 2028, in accordance with the investment schedule, with respect to the operation of such Uruguay New Airports; ● developing, managing, exploiting, operating and maintaining the Uruguay New Airports until November 20, 2053; ● extend insurance coverage for the Uruguay New Airports; and ● provide the performance guarantees explained below. Master plan The master plan is to be prepared considering projections of passengers and cargo traffic growth and it does not need to include investment projections. The last master plan for Carrasco Airport was prepared in connection with the extension of the Carrasco Concession Agreement’s term, covered the period 2011-2033 and was approved by Decree No. 229/14. Every year, Puerta del Sur has to corroborate the projections made for the past year and with that information be able to update the master plan every five years. Under the Resolution No. 218/021 of the Executive Branch and the amendment agreement signed on November 8, 2021, Puerta del Sur is going to invest an aggregate of U.S.$67 million in the new airports. Guarantees Under the Carrasco Concession Agreement, Puerta del Sur is required to provide the following guarantees: ● A guarantee securing the completion of the construction works of the new terminal. A U.S.$3.9 million completion guarantee is in place concerning Group 1 and 2 works. ● A performance guarantee for U.S.$7.6 million. This guarantee will be returned six months after the expiration of the Concession Agreement. ● Guarantees securing the completion of each group of construction works related to the Uruguay New Airports, to be determined under the Investment Program and for the amounts set forth under the Investment Schedule. The guarantees will need to be for an amount equal to 5% of each group of construction work to be performed. ● Guarantees securing the completion of construction works related to the area of the old airport terminal that was incorporated in the concession. The guarantees will need to be for an amount equal to 5% of each group of construction work to be performed. 104 Table of Contents We have obtained a surety bond with a local financial institution to support our guaranteed obligations under the Carrasco Concession Agreement. Insurance Upon execution of the Amended Carrasco Concession Agreement and takeover of the Uruguay New Airports, the existing insurance coverage under the Carrasco Concession Agreement has been extended to cover the Uruguay New Airports, furthermore, it has been extended to cover the area of the old airport terminal that was incorporated in the concession. Termination The Amended Carrasco Concession Agreement by its terms is expected to terminate on November 20, 2053. Termination Upon Breach by Puerta del Sur The Carrasco Concession Agreement may be terminated by the Defense Ministry (with prior approval of the Executive Branch) upon due notification to Puerta del Sur, upon repeated and material breaches of the Carrasco Concession Agreement by Puerta del Sur. The Carrasco Concession Agreement does not expressly set forth a definition of a material breach of the Concession Agreement; however, the Carrasco Concession Agreement provides certain examples, including: ● delay in the payment of annual fees to DINACIA for the concession of Carrasco Airport; ● charging amounts over the maximum permitted under the Carrasco Concession Agreement; ● provision of services repeatedly in an incorrect or not efficient manner; and ● assignment of the Carrasco Concession Agreement without the prior approval of the Defense Ministry. Upon a breach of the Carrasco Concession Agreement by Puerta del Sur, the Defense Ministry will be entitled to: ● foreclose upon all collateral posted by Puerta del Sur under the Carrasco Concession Agreement to guarantee performance of its obligations; ● take control of the Carrasco Airport and all its assets; and ● claim all damages suffered by Carrasco Airport as well as request payment of all credit owed to the Defense Ministry. Replacement of Puerta del Sur as party to the Carrasco Concession Agreement by the Uruguayan government The Amended Carrasco Concession Agreement revises the provisions under the Carrasco Concession Agreement with respect to the right of the Uruguayan government to terminate the concession for public interest. Under the current terms of the Carrasco Concession Agreement, before the Amended Carrasco Concession Agreement entered into effectiveness, the Defense Ministry could replace Puerta del Sur as party to the Carrasco Concession Agreement (prior approval from the Uruguayan executive power) due to reasons based on “public interest” that require the Concession Agreement to be terminated. Upon replacement of Puerta del Sur as party to the Carrasco Concession Agreement, Puerta del Sur shall be entitled to receive a termination payment calculated as follows: ● the performance guarantee posted under the Carrasco Concession Agreement, plus ● the value of all investments made in construction, reparation of buildings made in accordance with the Carrasco Concession Agreement, less accumulated depreciation, plus ● a portion of the amount paid in the auction in August 2003 (U.S.$34.0 million) to purchase shares of Puerta del Sur. 105 Table of Contents Upon execution of the Amended Carrasco Concession Agreement, the Uruguayan Ministry of Defense will still have the right, with prior authorization from the Uruguayan executive power, to terminate the Carrasco Concession Agreement due to reasons based on “public interest” but the indemnification amount to be paid shall be modified both in relation to the Uruguay New Airports and in relation to the Carrasco International Airport, in accordance with the following: The early termination may be done either: (i) with respect to the Carrasco Airport and the Uruguay New Airports (“Full Termination”), or (ii) with respect to one or more of the Uruguay New Airports only (“Partial Termination”). Upon a Full Termination, Puerta del Sur will be entitled to receive a termination payment calculated as follows: ● the value of all investments made in construction, works and repairs of buildings at the Carrasco International Airport made in accordance with the Carrasco Concession Agreement, less accumulated depreciation as of the financial year in which the termination occurs, plus ● the adjusted amount of U.S.$34 million, paid in the public auction in August 2003 to purchase the shares of Puerta del Sur, less accumulated depreciation as of the financial year in which the termination occurs, provided however, that this amount was fully amortized by 2023, plus ● the adjusted amount of U.S.$23.5 million paid in cash by Puerta del Sur in 2014 in connection with and exchange for the 10-year extension of the Carrasco Concession Agreement from 2023 to 2033, less accumulated depreciation as of the financial year in which the termination occurs, provided however, that this amount will be fully amortized by 2033, plus ● the value of all investments made in the Uruguay New Airports up to the date of the early termination, adjusted by the parametric formula outlined in the Amended Carrasco Concession Agreement and, as from January 1, 2034, also adjusted by the accumulated depreciation as of the financial year-end in which the early termination occurs using the linear method (until the end of the Carrasco Concession Agreement term in 2053), plus ● the accumulated value of the expenses incurred (net of operating income from the Uruguay New Airports) incurred to operate and maintain the Uruguay New Airports from the Amended Carrasco Concession Agreement effective date until, and including, December 31, 2033, adjusted by the fixed formula outlined in the Amended Carrasco Concession Agreement. Starting January 1, 2034, the value will be reduced by a cumulative 5% until the year in which the early termination occurs. If there is a Full Termination on or after January 1, 2034, then there will be no compensation for the expenses incurred to operate and maintain the Uruguay New Airports as from January 1, 2034. Furthermore, the performance guarantee posted under the Amended Carrasco Concession Agreement would be returned to Puerta del Sur. Upon a Partial Termination, Puerta del Sur will not be entitled to receive a termination payment. If upon the occurrence of a Partial Termination, there are mandatory investments remaining in relation to the Uruguay New Airports being terminated then, with prior authorization of the Uruguayan executive power, Puerta del Sur will need to invest such outstanding investments in connection with the terminated Uruguay New Airports in the other still remaining Uruguay New Airports under the Amended Carrasco Concession Agreement. Termination Upon Terminal Destruction In the event of force majeure (e.g., the destruction of Carrasco Airport or severe damage that prevents Carrasco Airport’s operations), the Defense Ministry will be entitled to terminate the Carrasco Concession Agreement without paying the termination payment to Puerta del Sur and collect all of the indemnification payments under all of Carrasco Airport’s insurance policies. Alternatively, the Defense Ministry could request Puerta del Sur to re-build Carrasco Airport if the reconstruction of the airport does not alter the terms of the Carrasco Concession Agreement. Termination Upon Agreement Between Puerta del Sur and the Defense Ministry The Carrasco Concession Agreement may be terminated by mutual agreement (with prior approval of the Uruguayan Executive Branch). No termination fee is payable by any party in this circumstance. 106 Table of Contents Return of Facilities Upon the expiration of the term, or termination, of the Carrasco Concession Agreement, the Uruguayan Government will take full possession of Carrasco Airport’s premises, and all of its facilities and installations. The works and equipment incorporated by Puerta del Sur will also be transferred to the Defense Ministry. In the event that the facilities, installations or equipment become obsolete or are not of interest to the Uruguayan Government, Puerta del Sur may be required to remove, update or demolish the same. If Puerta del Sur fails to comply with such obligation, the Defense Ministry may perform the mentioned activities at Puerta del Sur’s cost. After the Carrasco Concession Agreement term has expired or been terminated, Puerta del Sur will have a period of 180 calendar days to deliver the premises in perfect condition, other than normal wear and tear. Force Majeure Pursuant to the Amended Carrasco Concession Agreement, in an event of force majeure (e.g., strikes, pandemics, earthquakes, floods, terrorism, acts of the authorities, changes in law, borders closure, exceptional restrictions to air traffic, among others), none of the parties would be deemed in breach of the Amended Carrasco Concession Agreement, in regards to the obligation to make capital expenditures in accordance with the Investment Schedule and the obligations of construction works in accordance with the Investment Program. The party affected by force majeure must notify the other party and will have a period of time equal to the period during which the force majeure continues (up to 90 days) to remediate the situation. If after such period, remediation is not possible or there continues to be a force majeure situation, the parties will negotiate, within 60 days, adjustments to the Investment Schedule or Investment Program. If the parties do not reach an agreement within such 60-day period, then neither party may terminate the Amended Carrasco Concession Agreement but they can request a technical arbitration to decide on the remediation to the Investment Program and the Investment Schedule, to the extent applicable. Except for regulating force majeure events affecting the Investment Schedule and the Investment Program, the Amended Carrasco Concession Agreement does not modify the effect of force majeure on the destruction of the terminal, which shall continue to be those described in “Termination—Termination Upon Terminal Destruction.” Punta del Este Concession Agreement In 2008, in a private purchase transaction, we acquired all of the equity interests of CAISA, which owns the concession that operates the Punta del Este Airport. The Punta del Este Concession Agreement was executed in 1993 and was scheduled to expire on March 31, 2019. In March 2019, the Executive Power of Uruguay through the Defense Ministry issued a resolution approving the extension of the Punta del Este Concession Agreement for an additional 14 years, until March 31, 2033, authorizing the Ministry of Defense to grant the modification of such contract. In 2019, an amendment to such concession was executed, pursuant to which CAISA committed to undertake investments in an amount of approximately U.S.$35.0 million. As of December 31, 2020, U.S.$12.5 million of this commitment had already been invested. The Punta del Este Airport is not material to our business. In April 2024, the Executive Power of Uruguay through the Defense Ministry issued a resolution approving the extension of the Punta del Este Concession Agreement for additional 10 years, until October 26, 2043, authorizing the Ministry of Defense to grant the modification of such contract, pursuant to which CAISA committed to undertake investments in an amount of approximately U.S.$3.0 million. Armenia Sources of Regulation The following are the main laws and regulations that govern the Armenian Concession Agreement, the business of AIA and the operation of Zvartnots and Shirak Airports in Armenia: ● Republic of Armenia Government Resolution No. 17, dated January 8, 2002, approving the Armenian Concession Agreement by and between the Armenian Government and CASA, dated December 17, 2001, and designating the Minister of Justice to oversee the transition provisions of the Armenian Concession Agreement (Appendix E) and to adjust them in consultation with CASA, if necessary, before the possession date. 107 Table of Contents ● Law No. HO329 (the Republic of Armenia Law on Types of Activities Subject to Licensing in the Territory of Yerevan Zvartnots Airport), dated May 29, 2002, pursuant to which AIA, as the concession manager of Zvartnots Airport was granted licenses to carry out activities such as sale of medicines, foreign exchange bureau, operation of customs warehouses, duty-tax free shops, customs mediation, activities of customs carrier, casinos and other entertainment premises. Under this law, the concession manager is also entitled to assign its licenses or transfer parts thereof to other persons, who are eligible for such licenses. There are no other transfer restrictions set forth in the Law No. HO329 nor in the Armenian Concession Agreement. ● Republic of Armenia Government Resolution No. 693A, dated May 30, 2002, pursuant to which the Armenian Government approved an addendum to the Armenian Concession Agreement. The addendum was executed on May 17, 2002, to allow CASA to assign its rights and obligations under the Armenian Concession Agreement to American International Airports LLC, which then incorporated AIA. ● Republic of Armenia Government Resolution No. 2004A, dated December 1, 2005, pursuant to which the Armenian Government authorized the concession manager to grant a sub concession to a third-party service provider, Zvartnots Handling Closed Joint-Stock Company, to operate ground handling services and aircraft towing at the Zvartnots Airport, among other services. ● Addendum No. 1 of the Armenian Concession Agreement executed on February 21, 2003, whereby the parties agreed on the implementation of certain mechanisms for registration of real property foreseen by the Armenian Concession Agreement. All the obligations assumed under this Addendum No. 1 are fully complied with and terminated. ● Republic of Armenia Government Resolution No. 1296‑N, dated September 7, 2006, pursuant to which the Armenian Government approved Addendum No. 2 of the Armenian Concession Agreement. Addendum No. 2 to the Armenian Concession Agreement was executed on October 19, 2006, and specified that AIA shall be in charge of providing rescue and a firefighting team and facilities in accordance with standards of ICAO – Annex 14, chapter 9 “Emergency and other issues,” as well as ICAO related manuals and Armenian laws. Pursuant to this Addendum No. 2, the Government of the Republic of Armenia was relieved from these obligations. ● Armenian Aviation Law No. HO81N, dated February 22, 2007 defining, among other things, the terms of the concession of Zvartnots Airport and the concessionaire’s rights and obligations. The Armenian Aviation Law also sets forth the basic framework for maintenance and operations of airports in Armenia and defines the powers of the GDCA. ● Republic of Armenia Government Resolution No. 965N, dated August 2, 2007, pursuant to which the Armenian Government approved Addendum No. 3 of the Armenian Concession Agreement granting AIA a concession for the operation of the Shirak Airport. Addendum No. 3 was executed on November 16, 2007. ● Republic of Armenia Government Resolution No. 588A, dated May 20, 2010, pursuant to which the Armenian Government approved Addendum No. 4 of the Armenian Concession Agreement terminating AIA’s ownership rights to the immovable property actually occupied by the company implementing Armenian air-navigation service. Addendum No. 3 was executed on June 10, 2010. ● Republic of Armenia Government Resolution No. 1532N, dated December 27, 2018, pursuant to which the Armenian Government approved the master plan for 2018-2022 submitted by AIA, as the concessionaire of Zvartnots Airport and the Shirak Airport. In accordance with the Armenian Concession Agreement, the master plan is the document containing guidelines for the works to be done by the concession manager on Zvartnots Airport and the Shirak Airport for each five-year period during the term of the Armenian Concession Agreement. The master plan must be prepared by AIA and is subject to approval by the Armenian Government. The master plan for 2003-2007 had been previously approved by Government Resolution No. 392N, dated April 10, 2003, the master plan for 2008-2012 by the Government Resolution No. 1559N dated December 25, 2008, and the master plan for 2013-2017 by the Government Resolution 1495N, dated December 26, 2013. ● The Republic of Armenia Territorial Administration and Infrastructure Minister’s Order No. 37-L, dated 10 June 2020 “On Approval the Charter of Civil Aviation Committee (CAC),” which defines the authority of the CAC. 108 Table of Contents ● Republic of Armenia Government Resolution No. 93-A, dated 22 January 2026, pursuant to which the Armenian Government approved Addendum No. 5 of the Armenian Concession Agreement. ● Addendum No. 5 of the Armenian Concession Agreement, executed on January 23, 2026, whereby AIA and the Government of Armenia agreed to amend certain terms of the concession agreement originally signed on December 17, 2001. Pursuant to this Addendum No. 5, among other things, the concession term was extended by 35 years through December 31, 2067; the tariff framework was transitioned to an inflation-based regime allowing for periodic tariff adjustments; a new master plan and capital investment program was agreed, including significant investments aimed at infrastructure development and long-term capacity expansion; and economic equilibrium and rebalancing mechanisms were introduced to address certain events affecting the financial balance of the concession. Governmental Authorities Role of CAC In the Republic of Armenia, the aviation policy (except military) is developed and implemented by relevant ministry (Ministry of Territorial Administration and Infrastructure) The state administrative body subordinated to the ministry is the civil aviation committee (“CAC”) in the field of air transport regulation, civil aviation and non-military state aviation activities, air traffic service, aviation security, flight safety, as well as safety and security regulation of aviation ground means and provided services, oversight of aviation services and aviation infrastructures existing in the Republic of Armenia. Order No. 37-L dated 10 June 2020 and the Armenian Aviation Law (the “Armenian Aviation Law”) regulate CAC’s organization, powers and duties. CAC’s duties include, among others, oversight compliance with applicable regulation, develop new regulation in the air transportation industry, grants licenses and permits, etc. The Armenian Concession Agreement On December 17, 2001, the Armenian Concession Agreement was executed by and between the Armenian Government and CASA, and subsequently approved by the Armenian Government in January 2002. Under the Armenian Concession Agreement, CASA assumed all of the rights and obligations as the concession manager of Zvartnots Airport until such time as it established and registered an Armenian affiliate company to assume such rights and obligations. On May 17, 2002, an Addendum to the Armenian Concession Agreement was executed which permitted CASA to assign to its affiliate, American International Airports LLC, all of the rights and obligations pertaining to CASA, stemming from the Armenian Concession Agreement. American International Airports LLC incorporated and registered AIA as a wholly-owned subsidiary in Armenia and assigned to it all of the rights and obligations of the concession manager of Zvartnots Airport under the Armenian Concession Agreement. The Armenian Concession Agreement was further amended by the following addenda executed by and between the Armenian Government and AIA. ● Addendum No. 1, executed on February 21, 2003, under which the Armenian Government and the concession manager agreed to certain mechanisms regarding the registration of property rights of the concession manager for real property in Zvartnots Airport; ● Addendum No. 2, executed on October 19, 2006, under which, commencing on January 1, 2007, AIA undertook to provide rescue and firefighting services and facilities in accordance with the standards of Annex 14, Chapter 9 of the ICAO (Emergency and Other Issues), as well as ICAO related manuals and applicable Armenian laws; ● Addendum No. 3, executed on November 16, 2007, under which the Armenian Government expanded the concession of Zvartnots Airport granted to AIA to include the concession of the Shirak Airport, which gave AIA the right to engage in certain types of aviation and non-aviation activities. As such, the terms of the Armenian Concession Agreement are also applicable to the Shirak Airport concession; and 109 Table of Contents ● Addendum No. 4, executed on June 10, 2010, under which AIA agreed to terminate its rights under the Armenian Concession Agreement over certain real property operated by “Hayaeronavigatsia” CJSC, the local air traffic navigation company, at the Zvartnots Airport, including the land occupied by the newly built Air Traffic Control Tower building. As such, AIA no longer has the right to dispose of and use these real property units, even for purposes of rendering the services under the Armenian Concession Agreement. ● In December 2020, 100% of the share capital of AIA was transferred from American International Airports LLC to the Company pursuant to a Share Transfer Agreement duly registered in Armenia. As a consequence of this transfer, American International Airports LLC no longer holds any interest in AIA nor in any other Armenian entity. ● Addendum No. 5, executed on January 23, 2026, under which AIA and the Armenian Government agreed to amend certain material terms of the Armenian Concession Agreement, including, among other things, (i) the extension of the concession term by 35 years through December 31, 2067; (ii) the transition to an inflation based tariff regime allowing for periodic tariff adjustments; (iii) the adoption of a new master plan for Zvartnots Airport, including a capital investment program aimed at infrastructure development, operational enhancements and long-term capacity expansion; and (iv) the introduction of economic equilibrium and rebalancing mechanisms providing for compensation in the event of certain circumstances affecting the financial balance of the concession, including force majeure events, traffic shortfalls, regulatory or tax changes and additional capital investments approved by the Armenian Government. Rights of the concession manager Pursuant to the terms and conditions of the Armenian Concession Agreement, the concession manager has the exclusive right to administer, operate and exploit Zvartnots Airport and Shirak Airport and was granted by the Armenian Government the exclusive right to use the airports and all real, personal, mixed, tangible and intangible property of any kind or nature which is now or in the future will be a part of the airport activities, and to conduct all businesses relating to the airports, with the exception of certain businesses and properties specifically indicated in the Armenian Concession Agreement. The concession manager holds all of the licenses related to management of the airports other than regulatory functions exclusively vested in the Armenian Government. The concession manager has the exclusive right to administer and to carry out activities relating to the airports, which include, among others: Aviation services ● aircraft guidance and escorting services; ● parking areas management; ● movable and mechanical staircases provision and operation; ● telescopic bridge; ● ground handling services, including aircraft pulling services; ● electrical supply services; ● operational-technical maintenance services; ● aviation security and aircraft custody services; ● utility services for aircrafts; ● fuel and lubricants supply and fueling; and ● special vehicle transportation services. Commercial ● rent of ground spaces for commercial purposes; 110 Table of Contents ● advertising; ● duty-tax free shops; ● shopping centers; ● bank and exchange bureau and financial services; ● hotels; ● restaurants, snack-bars, coffee shops; ● duty paid shops such as clothing and fixtures, newspaper and magazine stands; ● casinos and other entertainment premises; ● car parking; ● baggage carts and lockers; ● telecommunication services, permitted by license Nbr 60; ● VIP lounges; ● catering; ● gas stations for automobiles. Other ● customs warehouses; ● intermodal logistics platforms; ● free zones; ● ground transportation; ● vertiport ● other services not forbidden which turn out to be complementary or useful to the aeronautical operation and/or the commercial development of the airport, including but not limited to, activities connected to the airport such as convention, art and exhibition centers, hotels and other leisure and tourism activities and transportation, which may be performed outside the airport. Air traffic control activities are not included in the Armenian Concession Agreement. The concession manager is not responsible for approximation, taxying, flight operations or any other activity related to air traffic control. Such activities are handled exclusively by Hayaeronavigatsia CJSC. The concession manager is entitled to conduct the above-mentioned commercial activities on its own account or through any third parties. It may also grant to third parties the right to use certain ground spaces to carry out commercial activities authorized by the concession manager, either free of charge or for consideration, by way of a revocable instrument or agreement or by such other instrument the concession manager considers appropriate. 111 Table of Contents Obligations Assumed by the concession manager Under the terms of the Armenian Concession Agreement, the concession manager shall: ● undertake and warrant the normal and permanent rendering of aviation services; ● manage and operate the airports according to internationally accepted airport standards; ● Comply with the execution of the works and activities included in the master plan submitted by the Manager and approved by the Government of Armenia, as provided for in section X; and submit a report on the execution of the works prescribed by master plan for the preceding year by August 31 of each year. ● obtain, at its own cost and risk, adequate financing and management resources to modernize the physical infrastructure of the airports, to ensure compliance with applicable regulatory standards and to improve the quality of their management; ● provide the Armenian Government with the ground spaces required for the performance of customs, migration, defense, security, safety, Phyto-zoo sanitary and bromatological controls and public health activities, as long as they are and remain activities directly performed by Armenian Government agencies and bodies. If the Armenian Government decides to delegate any of such activities to the private sector, the concession manager shall have a right of first refusal for the performance of such activities, which right must be exercised within a period of 30 days from the announcement of any bid by a third party; ● provide the Armenian Government with an annual report (and such other reports as the Armenian Government may reasonably request) on the development of the management, exploitation and operation of the airports, which will include data regarding traffic, revenues and investments; ● manage, operate and exploit the airport activities, directly or through contracts with third parties, subject to the limitations set forth in the Armenian Concession Agreement; ● collect from all of the users (including the airlines and all other public or private persons performing activities or exercising any authority in the airports) the corresponding airport charges and the fees which the concession manager may establish from time to time; and ● construct, maintain and/or operate, on its own account or through any third parties, any hangars, fuel storage plants or aircraft supply plants, customs warehouses and/or any other warehouses or premises related to the handling of air cargoes or the aeronautical operation in general. ● Get the Armenian Government’s prior written authorization before a change of control takes place. Master Plan On January 26, 2026, AIA submitted a new master plan with the following content: (a) A capital investment program of U.S.$425 million to be executed till the end of 2033. This program includes all capital investments made between the end of the former master plan (January 1, 2023) and the approval of the new master plan. However, if the Government of Armenia’s approval of the master plan exceeds four months from its submission, the execution period for these capital investments will be extended accordingly. (b) A description of the works to be executed related to the capital investment program foreseen in section (a), in connection with the works to be carried out till the end of 2033, with the corresponding preliminary estimates of investment amounts and guidelines for the works and operations to be performed at the airport. (c) The guidelines for the works and operations for the improvement and maintenance of the airport during the remaining part of the term of the concession. (d) The steps for the implementation of the VERTIPORT system. 112 Table of Contents The master plan will be updated each five years as from 2034 and extended to cover the Term of the Agreement. If the Government of Armenia does not approve the master plan within 60 days from its submittal, then the Parties shall try to find mutually acceptable terms for the master plan. Until the master plan is approved, AIA shall be entitled to administer, exploit and operate the airport performing those maintenance works which are essential for aviation operations. The Government of Armenia shall not object to the master plan unreasonably or based on grounds other than objective technical or operational reasons (including lack of compliance of ICAO safety rules or on service quality levels under the applicable IATA’s Optimum quality level category) or as a result of public health and safety regulations or other applicable law. The approval of the master plan and its revisions by the Government of Armenia shall imply the granting of all Licenses, both national and local, needed for completion of all the works comprised therein. The Manager shall have the right to establish the priority rank among the works described in the master plan, to postpone or anticipate their execution to further or prior periods with respect to those originally foreseen, and to prepare the corresponding projects for their implementation at his sole discretion, provided however that AIA must ensure the service quality levels under IATA’s Optimum quality level category, provided further that delays may only occur due to safety concerns according to ICAO rules. AIA shall inform to the Government of Armenia on the execution and progress of the specific works described in the master plan. If AIA materially fails to fulfill its obligations under the master plan, the Armenian government may issue a formal notice of non-compliance. AIA then has 20 business days to either contest the allegation or submit a remediation plan with proposed corrective actions and timelines. The Armenian government must respond within 20 business days by accepting AIA’s defense, approving the remediation plan, or rejecting it with justification. If the parties cannot agree on an acceptable remediation plan, they must engage a mutually accepted, internationally recognized airport consulting firm within 60 business days to prepare a binding revised plan. If AIA fails to execute an approved remediation plan, the Armenian government may impose a financial penalty ranging from 0.5% to 2% of AIA’s prior-year EBITDA (calculated in accordance with IFRS, excluding exceptional items and IFRIC 12 adjustments). Following any such penalty, AIA has an additional 180-day cure period to address the deficiencies. If AIA still fails to comply after this cure period, the Armenian government may initiate proceedings to terminate the Agreement. The procedure determined above shall not apply if the alleged non-compliance is caused by any delays or omissions not attributable to AIA, including but not limited to delays in issuing relevant licenses. In such cases, AIA shall not be held liable for the non-compliance and the timeline for implementing the master plan and the corresponding performance obligations shall be adjusted accordingly. Concession Fees Under the Armenian Concession Agreement, the concession manager shall not pay any fee or other consideration of any kind whatsoever for the rights granted to it in the Armenian Concession Agreement. Under the Armenian Concession Agreement, the concession manager has the authority to establish and collect all airport charges and fees for activities conducted at the airports and for use of government-transferred property. These charges were most recently updated in July 2024. The primary revenue drivers include passenger handling tariffs of €25 per departing passenger from Zvartnots International Airport (EVN), €20 from Gyumri Airport (LWN), and €8 per transit passenger, along with a €2 security charge per departing passenger. Landing and take-off charges are each set at €5.80 per metric ton of aircraft weight, with a 20% surcharge applied for nighttime operations (21:00 to 07:00). Additional revenue streams include aircraft parking charges, which vary based on whether airlines are based at the airport and the type of flight operation. Loading bridge use is mandatory at equipped gates and charged at €80 per use. The fee structure also encompasses apron access fees (ranging from €13.15 to €187.20 per flight depending on aircraft weight), centralized power supply services, excess luggage charges, and various ancillary services such as departure control systems and airport personnel assistance. This comprehensive fee structure provides the concession manager with diversified revenue sources tied to both passenger volumes and aircraft movements. 113 Table of Contents Cargo Handling Tariffs The Airport also charges certain tariffs for cargo and mail handling services provided by the airport manager. Payment of these airport charges is mandatory for flight approval and use of airport premises, and default in payments entitles the airport manager to deny availability of airport facilities, ground spaces, and services. The tariff schedule sets forth handling charges on a per-kilogram basis for import and export cargo, with additional charges for specialized cargo categories. Storage charges apply after limited free-storage windows expire, with maximum storage capped at six months. Transfer cargo transiting through Armenia to third countries is subject to a separate handling charge. Any modifications to such airport charges may be carried out upon notice from the concession manager to the Armenian Government, subject to the Armenian Government’s right to object to any adjustment within a 15 day period as from the date of receipt of such notice. The Armenian Government cannot unreasonably withhold its approval to the adjustments to the airport charges. The concession manager, at its sole discretion, may collect the airport charges and fees in U.S. dollars, euros or Armenian dram, to the extent permitted by Armenian law. ​ Airport charges and fees shall be automatically adjusted by applying the following procedures: ● airport charges and fees expressed in Armenian dram will be adjusted proportionally to the variations of the exchange ratio between the Armenian dram and the United States dollar; ● airport charges and fees expressed in U.S. dollars will be adjusted based on the total producer price index for finished goods seasonally adjusted (PPI), as published monthly by the Bureau of Labor Statistics of the United States Department of Labor, and verified by the index as of December 2001, which shall be considered the “PPI Base Year,” and the index as of December of the year to be updated; and ● airport charges and fees expressed in euros will be adjusted proportionally to the variations of the exchange ratio between the euro and the United States dollar. Exchange and inflation variations between the date of any invoice and the date of actual payment of the corresponding charge or fee may be billed by the concession manager separately. Termination The Armenian Concession Agreement will terminate pursuant to its terms on June 9, 2032. If the concession manager is in good standing on such date, the concession manager shall have the option, which the concession manager may exercise at its sole discretion from the date which is six months prior to the end of the first and any subsequent five-year period from possession (June 9, 2022), to indefinitely extend the term of the Armenian Concession Agreement for additional periods of five years. The Armenian Concession Agreement may be terminated prior to the scheduled termination date upon the occurrence of any of the following events: ● Expiration of the Term. ● Termination due to the concession manager’s fault. ● Unilateral termination by the based on reasonable national defense considerations. Governing Law and Dispute Resolution The agreement is governed by Armenian law, with disputes subject to a multi-tiered resolution process. Parties must first attempt mediation administered by the Arbitration and Mediation Center of Armenia in Yerevan. If mediation fails to resolve the dispute within three months, commercial disputes may proceed (at the claimant’s option) to arbitration under either the Armenian Arbitration and Mediation Center’s rules, the ICC Rules of Arbitration, or the ordinary courts of Armenia. In each arbitration scenario, the seat is Yerevan and the language is English, and awards are final subject only to limited annulment challenges. 114 Table of Contents Investment-related disputes are subject to separate treatment under the bilateral investment treaty between Armenia and the Belgo-Luxembourg Economic Union, with arbitration conducted through International Centre for Settlement of Investment Disputes (“ICSID”). Investors should note that the mandatory mediation phase and the Armenian seat of arbitration may affect the timeline and costs of any enforcement action, and the availability of ICSID arbitration for investment claims provides an international forum with established enforcement mechanisms under the ICSID Convention. Ecuador Sources of Regulation The Guayaquil Concession Agreement was executed on February 27, 2004, by and among TAGSA, AAG and the Municipality of Guayaquil. The Guayaquil Concession Agreement has been amended ten times since the date of execution, the most significant of which relates to the unification of terminals and the use of other sites within the Guayaquil Airport, for commercial uses, the expansion of the terminals and the re-establishment of the economical equilibrium of the Guayaquil Concession Agreement and the increase in investment for new works as well as the increase in the contribution of regulated revenues from 50.25% to 55.25% as a consequence of the concession extension until July 27, 2029. Nevertheless, as a consequence of the Eighth Amendment to the Concession Agreement and the economic equilibrium reestablishment conducted in 2021, the contribution of regulated revenues decreased to 53.66%, and in 2022 decreased to 50.25%, until the economic equilibrium of the Guayaquil Concession Agreement is reestablished and agreed to extend the concession period until July 27, 2031. Terms of the Guayaquil Concession Agreement amendment also sets forth an increase of U.S.$524,600 in the administrative service fee, paid semiannually, as of February 2019. The following are the main laws and regulations that govern the Guayaquil concession Agreement and the operation of the Guayaquil Airport: ● Article 249 of the Constitution of Ecuador of 1998 sets forth that the rendering of public services, directly or by delegation, was the responsibility of the Ecuadorian State. The Ecuadorian State is authorized to delegate the performance of public services to private companies through grants of concessions or other forms stipulated in the Ecuadorian legislation. ● Article 1 of the Civil Aviation Law enables the delegation to the private sector of airport public services, as well as the possibility of the Ecuador Government to transfer to the municipalities the ability to render airport public services directly or by delegation, as per article 249 of the Constitution of Ecuador of 1998. Based on this, by means of Executive Decree No. 871 dated October 18, 2000, the President of Ecuador authorized the Municipality of Guayaquil to delegate to the private sector the rendering of airport services. ● Article 43 of the Law on Modernization of the State defines the forms under which a delegation can be made, including concessions of public services or works, licenses, permits or other legal forms applicable under administrative law. The concession agreement for the operation of the Galapagos Airport was executed on April 15, 2011, by and among DGAC, ECOGAL, CASA and the Subsecretaria de Transporte Aeronáutico Civil (“STAC”). ECOGAL’s share capital is owned 99.9% by Yokelet S.L. and 0.1% by A.C.I Vip S.L.U. Yokelet S.L. is a wholly-owned subsidiary of CAAP. The parties amended the Galapagos Concession Agreement on May 13, 2013, April 15, 2014 and August 21, 2014, for purposes of updating the tariffs charged under the Galapagos Concession Agreement and other investment amounts. The following are the main laws and regulations that govern the Galapagos Concession Agreement and that are related to the business and the operation of the Galapagos Airport: ● Article 314 of the Constitution of Ecuador of 2008 sets forth that the Ecuadorian Government shall be responsible for the public services of port and airport infrastructure. Likewise, pursuant to Article 316, the Ecuadorian Government is authorized to delegate the performance of public services to private companies through grants of concessions or other forms stipulated in the Ecuadorian legislation. ● Article 41 of the Law on Modernization of the State also provides that the Ecuadorian Government can delegate to any local or foreign entity the maintenance and improvement of existing airports by means of a public tender. ● Article 43 of the Law on Modernization of the State defines the forms under which a delegation can be made, including concessions of public services. 115 Table of Contents CASA presented a private initiative to the DGAC proposing to manage, operate and maintain the Seymour Airport. DGAC accepted the proposal and awarded a concession to CASA pursuant to Resolution No. 159 A/2008, dated September 15, 2008. The Guayaquil Concession Agreement The concession of the Guayaquil Airport included three construction phases, each of which has been completed to the satisfaction of the Airport Authority of Guayaquil (“AAG”). The initial phase included complete re-asphalting (recapeo) of the runway and the construction of a new passenger terminal, terminal platform, taxiway and control tower, while the intermediate phase applied to the cargo terminal. The final phase included works and investments related mainly to commercial buildings, as well as the general aviation platform. In addition, the Guayaquil Concession Agreement includes an obligation on TAGSA to expand the national terminal and TAGSA is in the process of executing new works and investments for a total amount of U.S.$32.2 million. On July 14, 2023, the Nineth Addendum to the Concession Contract was signed, where the tariffs corresponding to international commercial and charter flights were reduced by a 19%, and the tariffs of lighting and parking for international commercial and charter flights were reduced by a 12%, which was compensated by the increase of tariffs related to the departure of domestic flights. On July 25, 2023, the Tenth Addendum to the Concession Contract was signed, through which it was determined that the remaining value to be invested, agreed in the Seventh Addendum, should be used to cover the works related to the capacity to receive general aviation aircraft in the sum of U.S.$2.9 million and the other committed works, unless the AAG and TAGSA agree otherwise. Under the terms of the Guayaquil Concession Agreement, TAGSA is responsible for transforming, operating and administrating the Guayaquil Airport, which includes the performance of the following activities: ● preventive and corrective maintenance of the Guayaquil Airport, including (i) all necessary repairs of the facilities, equipment, and other assets built, acquired or incorporated by the TAGSA or pre-existing in the Guayaquil Airport and (ii) maintaining the facilities, equipment and other assets to prevent deterioration; ● taking all the necessary measures to protect the environment of the Guayaquil Airport and avoid or limit pollution disturbances to individuals and properties and other harmful results to the environment due to the rendering of aeronautic services and non-aeronautic services; ● design and construction of the works and investment specified in the Guayaquil Concession Agreement and its amendments during the initial, intermediate and final phases; ● provision of other non-aeronautic services, which include common commercial services such as food, beverages, counters, check-in desks at the terminal, etc., and facultative commercial services such as VIP lounges, souvenirs sale, cargo, etc. Rates for such services are fixed directly by TAGSA; and ● TAGSA and AAG signed the Eighth Amendment of the Concession Agreement on July 20, 2021, through which the economic-financial equilibrium of the concession was reestablished, due to the force majeure and/or fortuitous event caused by the COVID-19 pandemic and its effects through time. Under the Eighth Amendment, TAGSA and AAG were compensated for the losses suffered from March through December 2020, through a two-year concession term, which will now expire on July 27, 2031. Also, TAGSA was conceded a reduction of the contribution over regulated revenues to 53.66%. On July 14, 2022, TAGSA signed the Act of Reestablishment Of The Economic-Financial Balance of the Guayaquil Airport System Concession Contract for the year 2021 and a reduction of the contribution of regulated revenues to 50.25% was also determined. The economic-financial equilibrium was fixed in a formula that considers revenues and expenses of 2019. On April 14, 2023, TAGSA signed the Act of Reestablishment Of The Economic-Financial Balance of the Guayaquil Airport System Concession Contract for the year 2022. Concession Fees TAGSA is required to pay an annual concession amount to a trust (“Trust”) which amounts to 53.66% of the aggregate gross revenue received by TAGSA from tariffs and charges, and certain other commercial revenues (e.g., fuel, parking spaces and use of convention center) derived from the operation of the Guayaquil Airport for 2021, and as from 2022, the contribution will decrease to 50.25% until the economic-financial equilibrium is fully reestablished. 116 Table of Contents Tariffs The table below sets forth the maximum amounts that we were permitted to collect as of February 2026, under the Guayaquil Concession Agreement: ​ ​ ​ ​ ​ ​ ​ ​ 2026(1) ​ ​ (In U.S.$) INTERNATIONAL - Commercial and Charters ​ Landing ​ <= 50 tons 15.49 50 to 100 tons 16.15 > 100 to 150 tons 16.83 > 150 tons 17.51 Lighting ​ < = 50 tons 4.54 50 to 100 tons 4.74 > 100 to 150 tons 4.94 > 150 tons 5.12 Parking(2) ​ < = 50 tons 2.32 50 to 100 tons 2.42 > 100 to 150 tons 2.51 > 150 tons 2.62 Passenger ​ Departure 34.60 Security 6.54 Connection to the Embarkation / Disembarkation Bridge ​ Departure / Security 80.50 Use of bridge for every 15 minutes or fraction 13.52 ​ ​ ​ DOMESTIC – Commercial, Charter, Private and Cargo ​ Landing ​ > 25 to 50 tons 1.33 > 50 to 100 tons 1.44 > 100 to 150 tons 1.52 > 150 tons 1.59 Lighting ​ > 25 to 50 tons 0.57 > 50 to 100 tons 0.61 > 100 to 150 tons 0.62 > 150 tons 0.64 Parking(3) (4) ​ 25 to 50 tons 0.27 > 50 to 100 tons 0.28 > 100 to 150 tons 0.29 > 150 tons 0.29 Passengers ​ Departure 12.12 Security 6.54 Connection to the Embarkation / Disembarkation Bridge ​ Departure / Security 40.39 Use of bridge for every 15 minutes or fraction 12.11 Domestic Annual Aeronautical Rate(5) ​ From 0 to 6 tons 173.03 > 6 to 12 tons 865.09 > 12 to 18 tons 1,297.67 > 18 to 25 tons 1,937.81 (1) Maximum take-off weight in tons. (2) The international parking fee will be charged for 3-hour fractions or fractional periods thereafter. (3) The domestic parking fee will be charged for 4-hour fractions or fractional periods thereafter. 117 Table of Contents (4) Any aircraft that remains on the ground for an uninterrupted period of more than 30 days will be subject to the parking fee plus a surcharge of fifty percent (50%). (5) The annual fee includes landing, lighting and parking. The fees apply on Ecuadorian civil aircrafts which maximum take-off weight is up to 25 tons. Master Plan Under the terms of our Guayaquil Concession Agreement, the concessionaire is not required to present a master development program. On July 6, 2018, TAGSA signed Addendum No. 07 which established new works for an amount of U.S.$32.2 million to be completed by TAGSA before 2024. As of December 31, 2022, U.S.$8.0 million remain pending. On July 25, 2023, the Tenth Addendum to the Concession Contract was signed, through which it was determined that the remaining value to be invested, agreed in the Seventh Addendum, should be used to cover the works related to the capacity to receive general aviation aircraft in the sum of U.S.$2.9 million and the other committed works. Another compensation amount established by the Ninth Amendment, as recorded in the Compensation Act signed on January 20, 2024, was applied in the sum of U.S.$1,042 million to compensate for the non-increase of fees attributable to the AAG. The allocation of the remaining balance will be agreed upon by AAG and TAGSA. As of December 31, 2025, TAGSA is committed to make additional capital expenditures in the amount of U.S.$2.3 million. Guarantee and Performance Bonds Under the terms of the Guayaquil Concession Agreement, we are required to maintain a performance bond in the amount of U.S.$3.0 million as security for the timely fulfillment of all of our obligations under the Concession Agreement. In addition, TAGSA is required to maintain a performance bond for the payments to the Trust for the development of the new Guayaquil Airport that corresponds to an amount of 20.0% of the fees that are payable to the Trust minus the amount of the performance bond of the Guayaquil Concession Agreement. The current amount of the performance bond is U.S.$6.7 million. Term and Termination The new term of the Guayaquil Concession Agreement is 27 years and five months, expiring on July 27, 2031. The Guayaquil Concession Agreement may be terminated upon the occurrence of any of the following events, among others: ● breach by TAGSA as a result of its failure to: (i) issue or extend bonds, (ii) comply with its obligation to perform the investments stipulated in the Guayaquil Concession Agreement or any amendments, (iii) comply with its payment obligations under the credit agreement executed for purposes of financing the works foreseen for the initial phase, when such breach affects the normal operation of the Guayaquil Airport and (iv) comply with the concessionaire company, verified by an arbitration tribunal or any other obligation included under the Guayaquil Concession Agreement; ● the transfer of the Control Group Shares of TAGSA, which represent the shares of TAGSA initially owned by CASA, currently owned by Corporación Aeroportuaria S.A.; ● any amendment to the bylaws of TAGSA without prior authorization by AAG; ● if TAGSA fails to pay the required amounts to (i) the Trust for the development of the airport in Guayaquil, or (ii) AAG for the provision of administrative services; ● accumulation of fines or sanctions for breach of the levels of services and/or performance for amounts higher than U.S.$0.3 million in a consecutive period of 12 months; ● breach by AAG of its obligations under the Guayaquil Concession Agreement, as determined by an arbitration tribunal; ● acts or omissions of the AAG or the Municipality of Guayaquil that impede the efficient execution of the Guayaquil Concession Agreement and that produce substantial adverse effects over the rights of TAGSA, as determined by an arbitration tribunal; or 118 Table of Contents ● mutual agreement of the parties. Governing Law and Dispute Resolution The Guayaquil Concession Agreement is governed by the laws of Ecuador. The parties undertake to attempt to solve any dispute related to the Guayaquil Concession Agreement through mediation. In the event that any dispute is not solved in mediation, the parties must proceed to arbitration, in accordance with the terms and conditions of the Guayaquil Concession Agreement. The Galapagos Concession Agreement Under the terms of the Galapagos Concession Agreement, Ecogal is responsible for providing the Seymour Airport with management, operation, maintenance and construction services, including the performance of the following activities: ● Projects corresponding to the redevelopment plan, in accordance with the following phases: Phase 1: Construction of a new airport terminal, control tower and technical facilities, all of which were completed on August 29, 2013, upon issuance by the Resolution No. 2013-0272 accepting the completion of Phase 1. Phase 2: Demolition of existing airport terminal, expansion of aircraft platform, remodeling of fire service building, relocation of existing hangars and remodeling of hangars for the cargo terminal, all of which were completed in March 2014. Phase 3: Involves the development of certain works on the runway and platform, including reconstruction of the runway. Phase 3 also includes a general obligation to perform corrective and prevent maintenance of the runway and platform from 2014 through 2026. The last stage within Phase 3 was expected to commence on June 1, 2021. However, due to impact of the COVID-19 pandemic and ECOGAL request to restore the economic and financial balance under the concession. As a result, Phase 3 started on January 15, 2026, the same day we entered into the fourth amendment to the concession agreement. ● Projects corresponding to the new investments, including (i) asphalt reinforcement of part of the taxiway and intersections (as from June 1, 2015), (ii) asphalt reinforcement of the runway (as from June 1, 2017), (iii) installation of an airfield lighting (beaconing) system and resurfacing of the runway with asphalt (commencing on January 15, 2026), which shall be completed no later than January 14, 2027 (iv) corrective and preventive maintenance on the concrete sector of the runways and platform (between 2014 and 2026) and (v) an additional resurfacing of the runway to be carried out by ECOGAL during the second half of 2031, if required, for a maximum aggregate amount of up to U.S.$4 million (including VAT). ● Certain maintenance obligations, including all necessary repairs of the facilities, equipment and other concession assets. ECOGAL must prepare and present to the DGAC a maintenance program after the conclusion of Phase 3 of the redevelopment plan. In addition, ECOGAL charges tariffs for these additional services from the airlines, private aircrafts, users or passengers, as applicable. ECOGAL also provides services within the airport terminal, which include (i) common commercial services such as food, beverages, counters, check-in desks at the terminal, etc. and (ii) facultative commercial services such as VIP lounges, souvenirs sale, cargo, etc. Rates for such services are fixed directly by ECOGAL and are considered as part of the determination of the Net Profit in favor of the DGAC. The rates are fixed based on the square meter used in each commercial area. Arrival and commercial establishments used for food industry have a higher rate (calculated using as a reference the prices charged in the Guayaquil Airport and in the city of Puerto Ayora, Galápagos). Offices used by airlines have a rate based on square meter, calculated using as a reference the prices charged in the Guayaquil Airport for similar purposes and rates applied by DGAC. Master Plan Under the terms of our Galapagos Concession Agreement, the concessionaire is not required to present a master development program. 119 Table of Contents On January 15, 2026, ECOGAL and DGAC entered into the Fourth Amendment to the Galapagos Concession Agreement, which established new investments and rescheduled certain existing investments for the remaining term of the concession agreement. Fees The Galapagos Concession Agreement sets forth the tariffs for the fees and services provided by ECOGAL in the Galapagos Airport; such tariffs are approved by the National Civil Aviation Council. The following table sets forth the current tariff rates: ​ ​ ​ ​ Tariff ​ ​ ​ (in U.S.$) Ecological tariff (by departing passengers) 5.70 Tariff for terminal use (by departing passengers) 31.98 Security tariff (by departing passengers) 3.57 Tariff for cash fire and rescue (by departing passengers) 4.08 Landing tariff 25 – 50 tons (in tons) ​ 2.53 Landing tariff 50-000 tons (in tons) 2.60 ​ Guarantees and other Performance Bonds The Galapagos Concession Agreement requires the delivery of a bond of U.S.$0.7 million by ECOGAL to the DGAC, which should be in place during the term of the Galapagos Concession Agreement. The bond was issued by Banco de Pacífico a financial entity in Ecuador, and is in force until April 13, 2026. This bond will be renewed annually. Term and Termination The term of the Galapagos Concession Agreement is until December 31, 2032, as the conditions precedent set for in Clause 69 were complied with. The Galapagos Concession Agreement may be terminated upon the occurrence of any of the following events, among others: ● mutual agreement by the parties; ● in the event ECOGAL commits an act of gross negligence, as determined by an arbitration tribunal; ● breach of DGAC’s respective obligations under the Galapagos Concession Agreement; or ● bankruptcy of ECOGAL. Governing Law and Dispute Resolution Regime The Galapagos Concession Agreement is governed by the laws of Ecuador. The parties undertake to attempt to solve any dispute related to the Galapagos Concession Agreement through mediation. In the event that any dispute is not solved in mediation, the parties must proceed to arbitration, in accordance with the terms and conditions of the Galapagos Concession Agreement. C. ORGANIZATIONAL STRUCTURE Corporación América International S.à r.l., a private limited liability company (société à responsabilité limitée) also incorporated in Luxembourg (“CAI”) holds the 100% of the Majority Shareholder. A.C.I. Airports S.à r.l., a holding company incorporated in Luxembourg, (“Majority Shareholder”) currently controls 79.56% of our common shares. CAI is wholly-owned by the Southern Cone Foundation, a foundation created under the laws of Liechtenstein, which manages assets for the benefit of the foundation’s beneficiaries. The potential beneficiaries of this foundation are certain members of the Eurnekian family as well as religious, charitable and educational institutions designated by the foundation’s board of directors. The board of directors of the foundation is currently composed of four individuals and decisions are taken by majority vote. The board of directors has broad authority to manage the affairs of the foundation and to designate its beneficiaries and additional board members. Most of our operating subsidiaries have non-controlling interests, some of which are significant. 120 Table of Contents The following diagram reflects a simplified summary of our organizational structure as of the date hereof: ​ 121 Table of Contents D. PROPERTY, PLANTS AND EQUIPMENT We were incorporated under the laws of the Grand Duchy of Luxembourg on December 14, 2012. Our corporate headquarters are located in Luxembourg and have approximately 139 square meters. Our group acts as a lessee renting various offices, equipment and cars. We lease the office space for our corporate headquarters, located at 128, Boulevard de la Pétrusse, L-2330, 1° floor, Luxembourg, Grand Duchy of Luxembourg. In addition to our corporate headquarters, Proden S.A., one of our affiliates, also leases to AA2000 the building where AA2000 has its principal office, which has approximately 7,499.5 square meters. For further information, “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Proden S.A.” Under the terms of our concession agreements, we are required to make certain capital expenditures from time to time, in accordance with investment plans pursuant to each concession agreement. Such investments include ongoing remodeling and expansion of our airport terminals and related facilities, as well as new terminals and runways, baggage handling systems, aircraft parking areas, development of new commercial areas and certain intangible assets, among other investments. For detailed information on our capital expenditures by segment, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditures by Segment.” For further information on how we treat our investments related to improvements and upgrades to be performed in connection with our concession agreements, see “Item 4. Information On The Company—B. Business Overview—Our Revenue Sources—Construction Service Revenue.” In addition, we must comply with the terms of the concession agreements. For further information on the terms of the concession agreements corresponding to each airport, their relevant provisions, as well as the concession expiration dates, please see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework.” ​