CAAP

We are exposed to market risks arising from our normal business activities. These market risks principally involve the possibility that exchanges in exchange rates will adversely affect the value of our financial assets and liabilities, or future cash flows and earnings. Market risk is the potential loss arising from adverse changes in market rates and prices. For discussion and sensitivity analyses of our exposure to these risks, see Note 3.A to our Audited Consolidated Financial Statements included in this annual report. ​

A. [Reserved] ​ B. CAPITALIZATION AND INDEBTEDNESS Not applicable. C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. D. RISK FACTORS You should carefully consider the risks and uncertainties described below, together with the other information contained in this annual report, before making any investment decision. Any of the following risks and uncertainties could have a material adverse effect on our business, prospects, results of operations and financial condition. The market price of our common shares could decline due to any of these risks and uncertainties, and you could lose all or part of your investment. The risks described below are those that we currently believe may materially affect us. Summary of Risk Factors The following is a series of concise statements highlighting the principal, but not all, risk factors that we face. The list is followed by a discussion of the Company’s risk factors, including those highlighted below. Risks Related to Our Business and Industry ● Our concessions may be terminated under various circumstances, some of which are beyond our control. ● We may be subject to monetary penalties or early termination if we fail to comply with the terms of our concession agreements. ● Changes in government policies, legal frameworks, or concession terms could adversely affect our operating rights, potentially leading to financial and operational disruptions. 6 Table of Contents ● Outbreaks of infectious diseases and public health crises could materially adversely affect traffic levels and air traffic demand. ● Geopolitical uncertainties and increasing trade protectionism, including the escalation of international conflicts, trade wars and economic sanctions, may negatively impact global economic conditions, affecting air travel demand and airport operations. These factors could reduce international air travel volumes, disrupt airline operations, and have a material adverse effect on our business, results of operations and financial condition. ● We rely on information and communication technologies to support airport operations, passenger processing and security systems. Our systems and infrastructures face certain risks, including cybersecurity risks. ● Our revenue is highly reliant on air traffic levels, which in turn are influenced by economic and political conditions in the countries where we operate our airports. 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. ● Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations. ● The Argentinian National Airports System Regulatory Body (Organismo Regulador del Sistema Nacional de Aeropuertos, “ORSNA”) may adjust the fees we charge for aeronautical services, the payments we are required to make to the Argentine Government and our investment plan in a way that is detrimental to us or fail to adjust them to restore the AA2000 Concession Agreement’s economic equilibrium. ● 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. Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate ● Italy. The approval process for the Florence Airport master plan requires authorization from both local and national authorities, with informational involvement of the European Commission. Any further delay could adversely affect our ability to increase revenues and profits derived from the operation of such airport. ● 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. ● Uruguay. Our Uruguayan airport operations, particularly at Punta del Este Airport, are heavily dependent on air traffic from Argentina and Brazil. Any deterioration in the economic conditions of our neighboring markets, particularly Argentina, could have a material impact on our business and operating results. ● Armenia. The ongoing war between Russia and Ukraine has and will likely continue to disrupt air travel routes and passenger flows, which could negatively affect our operational performance and results of operations. Risks Related to Our Common Shares ● We issued, and may further issue, options, restricted shares, and other forms of share-based compensation, which could dilute shareholder value and cause the price of our common shares to decline. ● A significant portion of our common shares may be sold into the public market, which could cause the market price of our common stock to drop significantly, regardless of our operational performance. 7 Table of Contents Risks Related to Our Business and Industry Our concessions may be terminated under various circumstances, some of which are beyond our control. Our business consists of acquiring, developing and operating airport concessions. These concessions are granted by governmental authorities for a limited period of time and subject to several conditions and obligations. Our airport concessions may be terminated under various circumstances, many of which are beyond our control. Our concession agreements may be terminated at any time by the relevant governments or agencies. Termination can occur at any time for public interest reasons or due to our material and repeated breaches of the concession terms. In addition, our concession agreements may be terminated as a result of auction processes, in the event that a different concessionaire is awarded the concession. The termination of one or more of our concessions could have a material adverse effect on our business, financial condition, and results of operations. If an applicable governmental authority terminates any of our concessions, for public interest reasons or without cause, we may be entitled to seek claims for compensation from such terminating governmental authority. Although termination payments vary by concession, they usually include a claim for indemnification equal to the value of our non-amortized investments relating to operating the airports and rendering the services agreed under the concession agreements plus loss of profits. Collecting on such claims may be challenging and time-consuming, and the returns may not meet expectations, potentially harming our business, financial condition, and results of operations. In the AA2000 Concession Agreement, our largest concession operations, the Argentine Government has the right to buy out the concession agreement upon prior notification to us and indemnify us for certain incurred investments. See “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations.” We may be subject to monetary penalties or early termination if we fail to comply with the terms of our concession agreements. We may be subject to monetary penalties or face early termination of our concession agreements if we fail to comply with their terms. Certain breaches may provide for cure periods or other remedial actions, while substantial or repeated violations, can result in monetary sanctions or, in some cases, immediate termination of the applicable concession. Difficulties in meeting our obligations under our concession agreements or complying with applicable laws and regulations enforced by the relevant governmental authorities may result in sanctions on us. For a description of the consequences that may result from violation of concessions terms, or applicable local laws and regulations related to such concessions, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework.” Monetary penalties could negatively affect our results of operations. In addition, under all our concession agreements, we are required to establish and comply with an investment plan for the airports covered under such agreements. Failure to fulfill our investment commitments on a timely basis or obtain sufficient financing to fund the projects, could lead to a breach of the relevant concession agreement, potentially resulting in monetary fines or the early termination of our concession agreements. Changes in government policies, legal frameworks, or concession terms could adversely affect our operating rights, potentially leading to financial and operational disruptions. Our business operations rely on concessions, licenses, and regulatory approvals granted by governmental authorities. Changes in government policies, legal frameworks, or the terms and conditions of our concessions agreements could negatively impact our ability to operate and expand our business. These changes may include modifications to concession agreements, imposition of stricter regulatory requirements, increased fees or taxes, or even early termination of operating rights. If any of these changes occur, we may face delays, additional costs, or legal disputes that could adversely affect our financial performance. Moreover, uncertainty regarding future regulatory actions could impact our long-term investment decisions and business strategy. Failure to effectively adapt to such regulatory changes could result in operational disruptions, decreased revenues, or financial losses. 8 Table of Contents Our revenue and profitability may be adversely affected if we are unable to win new concession agreements, acquire companies with existing concession agreements, or otherwise improve or expand our current operations. Our growth strategy relies on identifying and winning new concession agreements, acquiring companies with existing concession agreements, or improving and expanding our current operations. Our future growth may also depend on greenfield development projects, which may require significant development timelines and upfront financial commitments for construction and development. Although we anticipate having opportunities to bid for new concession agreements or acquire existing concessionaires in the future, we cannot predict the frequency or accuracy of such opportunities. We may not be able to successfully expand our operations due to, among other factors, an inability to accurately assess the suitability of airport locations, anticipate all the challenges imposed by expanding our operations or succeed in executing our growth plan efficiently. We also may fail to execute expansion projects without budget or, on a timely basis or expand at all. Additionally, the ability of certain subsidiaries of the Company to complete the investments required by the concession contracts within the agreed deadlines and costs, as well as to comply with the regulatory and contractual requirements of the granting authorities, may depend on additional capital contributions from CAAP. In addition, to secure a particular concession contract, we may be required to make investments or incur other expenses that would render such concession less economically attractive. Our growth strategy and the substantial investment associated with the acquisition of new concessions or expansion existing concessions may cause our operating results to fluctuate and be unpredictable. Outbreaks of infectious diseases and public health crises could materially adversely affect traffic levels and air traffic demand. Outbreaks of existing or future infectious diseases, public health crises, and governmental responses to such events, could provoke responses that negatively affect passenger air traffic. Future pandemics, epidemics or other global or regional public health emergencies, including new variants of existing diseases, could have a negative impact on our business and our revenue. Since our revenue heavily depends on passenger traffic levels, any future health emergency could lead to decreased passengers numbers and increased industry costs, materially affecting our revenues and operational results. Unfavorable global economic and market conditions could materially adversely affect our business and operating results. Our business relies on the overall condition of the global economy. If the conditions of the global economy remain uncertain or continue to be volatile, or if they deteriorate, including as a result of military conflicts, terrorism or other geopolitical events, our business, our operating results and our financial condition may be materially adversely affected. Following the COVID-19 pandemic, the United States and global markets experienced material increase in the level of inflation. Increases in inflation rates raise our costs for commodities, labor, materials, services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Elevated inflation rates have caused, and may cause in the future, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. An inadequate response to these risks could have a material adverse impact on our financial condition, results of operations and cash flows. There can be no assurance that credit and financial market instability or a deterioration in confidence in global economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and complicate our ability to obtain necessary debt or equity financing, making it more expensive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans. In addition, one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may also be adversely affected by these risks, impacting our ability to achieve our operating goals on schedule and on budget. 9 Table of Contents Geopolitical uncertainties and increasing trade protectionism, including the escalation of international conflicts, trade wars and economic sanctions, may negatively impact global economic conditions, affecting air travel demand and airport operations. These factors could reduce international air travel volumes, disrupt airline operations, and have a material adverse effect on our business, results of operations and financial condition. The ongoing war between Russia and Ukraine continues to affect international air travel and global aviation operations. As a response to the flight bans imposed by Western countries and the European Union, Russia has closed its airspace to carriers from these regions. Additionally, airlines are avoiding routes over the conflict zone, disrupting global supply chains (including the supply of aircraft components), and adversely affecting air travel accessibility. In response to Russia’s invasion of Ukraine, the European Union, the U.K. and the U.S. introduced extensive sanctions on Russia and Belarus, including targeted restrictions on individuals and entities, export controls, restrictions on economic relations, trade and financial transactions. These sanctions have had, and may continue to have a disruptive effect on global markets, particularly energy markets, contributing to volatility in fuel prices and increasing costs for airlines and airport operators. Such measures may also continue to affect passenger demand, airline capacity and route networks. Global markets and supply chains have been, and may continue to be, adversely affected by the ongoing conflict following the Hamas attack on October 7, 2023 and the subsequent military response by Israel. After an initial agreement in January 2025, on October 9, 2025, Israel and Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as agreement will hold. The security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition. While, as of the date of this report, we have not experienced any material adverse effects on our operations as a direct result of this conflict, a continuation or escalation of hostilities could adversely affect global economic conditions, financial markets, energy prices and supply chains, which in turn could have a material adverse effect on our business. Iran also launched direct attacks on Israel in April and October 2024, and in June 2025, Israel launched a preemptive strike on Iranian military and nuclear infrastructure. The United States also conducted strikes on Iranian nuclear facilities in June 2025. Iran responded with drone and missile attacks on Israeli cities and U.S. bases in the region. More recently, on February 28, 2026, the United States and Israel launched a joint military operation against Iran—codenamed “Operation Epic Fury”—targeting the country’s leadership, nuclear facilities, missile sites, and security forces, resulting in the killing of Supreme Leader Ayatollah Ali Khamenei and other senior Iranian officials, and its more recently named Supreme Leader, Mojtaba Khamenei, the son of Ali Khamenei. In retaliation, Iran launched hundreds of ballistic missiles and drones against Israel, United Arab Emirates, Qatar, and U.S. military bases in the region. Iran is also believed to have significant influence over extremist groups in the region, including Hamas, Hezbollah, and the Houthis. Ongoing geopolitical tensions, including the potential for military escalation and broader regional conflict, may adversely affect economic conditions and create uncertainty that could negatively impact our business, financial condition and results of operations. In addition, the virtual closure of shipping through the Strait of Hormuz has raised concerns about broader disruptions to global energy supply, which could in turn contribute to elevated inflation and slower economic growth in major economies. As an example, on March 8, 2026, oil prices surged due to the war, reaching U.S.$119.50 a barrel, being that the first time in four years in which prices rose above U.S.$100 per barrel. The price came down to just below U.S.$100 per barrel on that same day. However, considering the importance of the region for global oil supply, a prolonged conflict could materially increase oil prices. In addition to the ongoing conflict in the Middle East, on January 3, 2026, United States military forces conducted a large-scale operation in Venezuela known as “Operation Absolute Resolve,” which resulted in the capture of Venezuelan President Nicolás Maduro and his wife, Cilia Flores, in Caracas and their transfer to the United States to face federal charges. The intervention has elicited strong international reactions and underscored the potential for rapid shifts in political dynamics in the region, which could influence investor perceptions of risk and volatility in emerging markets, including Argentina. We cannot predict the progress, outcome or consequences of the conflicts in Ukraine or Israel, or their broader impacts in Ukraine, Russia, Belarus, Europe, the U.S., the Middle East, Iran or Venezuela. The duration and effects of military conflicts are highly unpredictable and could lead to significant market and other disruptions, including significant volatility in commodity prices, fluctuations in energy resources supply, instability in financial markets, supply chain disruptions, political and social instability, trade disputes or, changes in consumer or purchaser preferences, as well as an increase in cyberattacks and espionage. These geopolitical tensions have contributed to increases in fuel price and may continue to affect our profitability. Sanctions, trade disputes, or other governmental action related to tariffs or international trade agreements, could have a material adverse effect on passenger traffic on our airports influencing our services, costs and suppliers and, consequently, on our business and financial results. 10 Table of Contents We could be subject to acts of terrorism, or war or geopolitical conflicts, which could have a negative impact on air travel and result in increased security requirements. Our airports operate under a stringent and complex security regime, mandated by governmental authorities, which may impose additional security measures from time to time, including as a result of acts of terrorism, threats of terrorism, geopolitical instability or armed conflicts. The consequences of the ongoing Russian and Ukraine war, the Israel-Hamas conflict, conflicts between Israel and the U.S. with Iran, as well as any future terrorist actions, threats or wars, may include the cancellation or delay of flights, reduced airline operations and passenger traffic, liability for damage or loss and the costs of repairing damage. Recent geopolitical escalations, including the conflict and related tensions in the Middle East involving Israel and Iran, illustrated the potential for armed conflicts to affect airport infrastructure and operations, including through airport closures, flight cancellations, airspace restrictions or rerouting of air traffic. If, as a consequence of a conflict, or terrorist attack or other security-related incident, including the operation of drones or other flying devices, one or more of the airports we operate is affected, it may need to be partially or fully closed, whether for victims assistance, investigation or reconstruction of damaged areas; our operations could be disrupted for a prolonged period of time, which could lead to a decrease in revenue and increase in costs for the reconstruction of the affected areas, to the extent these are not covered by insurance policies. Moreover, if an accident, act of terrorism or threat, whether occurring at our airports or elsewhere, adversely impacts the safety standards of our passengers, there could be a decrease of user’s perception of safety, and, consequently, there could be a reduction in passenger air traffic for an indefinite period of time, which could adversely affect our business, financial condition, and results of operations. Furthermore, the implementation of additional security measures at our airports in the future could lead to additional limitations on airport capacity or retail space, increase overcrowding, raise in operating costs and cause delays in passenger movement through the airport, any of which could have a material adverse effect on our business, financial condition, and results of operations. Our business may also be affected by wars or armed conflicts in any region of the world, including, for example, the Russian and Ukraine war, and the Israel-Hamas conflict, the broader escalation involving Iran, the United States and Israel, and the U.S. military action in Ecuador against narco-terrorist groups. More broadly, airspace closures and restrictions imposed in connection with armed conflicts or security threats, whether involving the closure of national airspace by countries involved in hostilities or the establishment of no-fly zones, can materially disrupt global and regional flight networks. Among other things, such conflicts and restrictions can lead to increased prices of fuel, supplies, and interest rates for aircraft leases, which could, in turn, result in higher airline ticket prices and a decline in demand for air transportation, as well as increased security related costs. We rely on information and communication technologies to support airport operations, passenger processing and security systems. Our systems and infrastructures face certain risks, including cybersecurity risks. The operation of complex infrastructures, such as airports, and the coordination of the many actors involved in its operation require the use of several highly specialized information systems, including both our own information technology systems and those of third-party service providers, such as systems that monitor our operations or the status of our facilities, communication systems to inform the public, access control systems and closed circuit television security systems, infrastructure monitoring systems, passenger ticketing and boarding, automated baggage handling, points of sale, terminals and radio and voice communication systems used by our personnel. In addition, our accounting and fixed assets, payroll, budgeting, human resources, supplier and commercial, hiring, payments and billing systems and our websites are key to the functioning of our airports. The proper functioning of these systems is critical to our operations and business management. These systems may, from time to time, require modifications or improvements as a result of changes in technology, the growth of our business and the functioning of each of these systems. 11 Table of Contents Attempts to gain unauthorized access to our information technology systems have become more sophisticated over time. The risk of cybercrime has been increasing, especially as infiltrating technology continues to become increasingly sophisticated. We and certain of our service providers may from time to time be subject to cyberattacks and security incidents. While we have not experienced any significant system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our and our critical third parties’ operations, it could result in material disruptions to our programs, our operations, and ultimately, our financial results. In particular, if we are unable to contain or minimize the effects of a significant cyberattack, such attack could materially affect the number of passengers at our airports, cause the loss or exposure of information, damage our reputation and lead to regulatory penalties and financial losses. Any security compromise affecting us, our service providers, strategic partners, other contractors, consultants, or our industry, whether real or perceived, could harm our reputation, erode confidence in the effectiveness of our security measures and lead to regulatory scrutiny. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems, or inappropriate disclosure of confidential or proprietary or personal information, we could incur liability, including litigation exposure, penalties and fines, we could become the subject of regulatory action or investigation, our competitive position could be harmed and the further development and commercialization of our products and services could be delayed. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our business. A global security monitoring service (SMS) including an incident response and threat intelligence service is activated. In 2025, an offensive security strategy was deployed as a preventive approach to cyberattacks. This service allows us to respond more quickly and efficiently to any potential security breach. On the other hand, we are implementing and strengthening security measures to maintain and improve protection of information, increasing endpoint and perimeter protection, vulnerability management processes to improve the global posture of the company in terms of information security. However, these information technology systems cannot be completely protected against certain events such as natural disasters, fraud, computer viruses, hacking, communication failures, equipment breakdown, software errors and other technical problems. The occurrence of any of these events could disrupt our operations, increasing costs and decreasing revenue, as well as damaging our public image and our business in general. The loss or impairment of our relationship with governments and their agencies in the markets in which we operate could adversely affect our business, future revenues, and growth prospects. Our main assets are concession rights granted by governments in the countries in which we operate. Our business depends largely on our ability to manage relationships with the relevant governments and their agencies. During the terms of our concessions, we have ongoing communications with the relevant governments and their agencies regarding, among other things, the terms and conditions of the concession, compliance with the concession agreement, the applicable master plans and works to be performed at the airport works, including works not specifically required by the terms of the relevant concession, and the establishment of tariffs. Our business, prospects, financial condition, or operating results could be materially harmed if we were suspended or debarred from contracting with any such government or government agency, or if our reputation or relationship with any such government or agency is impaired. Our revenue is highly reliant on air traffic levels, which in turn are influenced by economic and political conditions in the countries where we operate our airports. Our revenue is closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports. These factors directly determine our aeronautical revenue and indirectly determine our commercial revenue. Passenger, cargo traffic volumes and air traffic movements depend, in part, on many factors beyond our control. These factors include economic conditions, political situations, public health crises (epidemics and pandemics), terrorism, fluctuations in petroleum prices (which can have a negative impact on traffic as a result of fuel surcharges or other measures adopted by airlines in response to increased fuel costs), currency exchange rate fluctuations, hyperinflation, geopolitical considerations and changes in regulatory policies applicable to the aviation industry. Any of these risks may result in a reduction of passenger air traffic levels and air traffic movements globally and in the regions in which we operate. A significant decline in passenger and cargo traffic volumes and the number of air traffic movements at our airports could have a material adverse effect on our business, financial condition, and operations results. 12 Table of Contents We face risks related to our dependence on the revenue from Ezeiza Airport. For the years ended December 31, 2025, 2024 and 2023, the Ministro Pistarini International Airport (“Ezeiza Airport”) generated U.S.$409.0 million or 20.8% of our consolidated revenue, U.S.$437.0 million or 23.7% of our consolidated revenue, and U.S.$253.7 million or 18.2% of our consolidated revenue, respectively, for each of such periods. As a result of the substantial contribution to our revenue from the Ezeiza Airport, any event or condition affecting this airport (in addition to any potential termination or buyout of the AA2000 Concession Agreement) could materially adversely affect our business, financial condition, and results of operations. For example, an economic recession in Argentina, a reduction in the operations of Ezeiza Airport, competition from other airports or a decrease in the number of passengers traveling to Buenos Aires as tourists could cause a decrease in our revenue from this airport which, in turn, could materially adversely affect our business, financial condition and results of operations. Increases in international fuel prices could reduce demand for air travel. Fuel prices may fluctuate due to changes in output of petroleum, voluntary or otherwise, by oil producing countries, market forces, potential terrorist attacks, and general international conflicts, such as the ongoing Russian and Ukraine war, the Israel-Hamas conflict, conflicts between Israel and the U.S. with Iran, as well as military action by the U.S. in Venezuela. In the past, higher fuel costs lead to cancellations of routes, decreases in frequencies of flights and, in some cases, even contributed to airlines bankruptcies. In March 2026, there has been an increase in oil prices caused by the war in the Middle East involving the U.S., Israel and Iran and the virtual closure of the Strait of Hormuz. Although fuel is a widely traded global commodity, in the event of a significant increase in fuel prices in one or more of the countries in which we operate, or in one or more countries that provide significant numbers of international air passengers to the countries in which we operate, the effects of a localized price increase may be more significant than a general, worldwide increase in fuel prices. Such fluctuations may result in higher airline ticket prices and in a decrease in demand for air travel generally, both of which could have an adverse effect on our revenues and results of operations. Extended interruptions or disruptions at the airports where we operate due to natural disasters, severe weather conditions or other adverse incidents, could affect our business and results of operations. A significant extended disruption in service could have a material adverse impact on our business, financial condition and results of operations. Our operations could be impacted by flight cancellations and airport closures caused by weather and natural disasters. Severe weather conditions, particularly heavy snowfall, hurricanes, tornadoes, volcanic activity, earthquakes and tsunamis, can significantly disrupt service, cause cancellation of flights and negatively affect passenger traffic at airports, which may result in decreased revenues and increased costs. The disaster recovery and business continuity plans we have in place may be inadequate in the event of a major disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which could have a material adverse effect on our business. Competition from other destinations could adversely affect our business. The principal factor affecting our business is the number of passengers that use our airports. Our passenger traffic volume may be adversely affected by the attractiveness, affordability, and accessibility of competing destinations as well as by the level of business activity in each destination or the likelihood of airlines using any of those destinations as a hub or base for their operations. If the number of passengers using our airports is negatively impacted by competing airports and hubs in the geographic regions in which we operate, such development could have an adverse effect on our business, financial condition or results of operations. We are subject to the risk of union disputes and work stoppages at our locations, which could have a material adverse effect on our business. Some of our employees are members of labor unions. For example, as of December 31, 2025, approximately 34.3% of our employees in Italy were members of labor unions and in Argentina 62.4% of our total workforce is represented by labor unions (Asociación de Personal Aeronautico – APA and Union de Personal Civil de la Nación – UPCN), among this group, 82.7% are union members / affiliates, representing 51.6% of our workforce. Negotiating labor contracts, either for new locations or to replace expiring contracts, is time consuming or may not be accomplished on a timely basis. In addition, we negotiate some of our collective bargaining agreements on an annual basis. If we are unable to satisfactorily negotiate those labor contracts with the labor unions on terms acceptable to us or without a strike or work stoppage, the effects on our business could be materially adverse. Any strike or work stoppage could disrupt our business, adversely affecting our results of operations and our public image could be materially adversely affected by such labor disputes. In addition, existing labor contracts may not prevent a strike or work stoppage, and any such work stoppage could have a material adverse effect on our business. 13 Table of Contents The operations of our airports may be adversely affected by actions or inactions of third parties that are beyond our control. Our airports depend on various services provided by governments and third parties who render services to passengers and airlines, such as meteorology, air traffic control, security, electricity, and immigration and customs services. In addition, we rely on third-party providers for certain complementary services such as baggage handling, ramp services, fuel services, catering and aircraft maintenance and repair. Although we implement security measures at some of our airports, the actual management or operation of security, is overseen by government agencies or third parties that we do not control. Any adverse situation related to such services, such as labor strikes or other similar events, could lead to flight cancellation and reduce passenger traffic at our airports. This may ultimately result in decreased revenues and adversely affect our business, financial condition, or results of operations. 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. None of our agreements with aeronautical customers require them to provide service at our airports. If any of our aeronautical customers were to reduce their use of our airports or operations due to reasons such as, merger, bankruptcy, or due to regulatory restrictions or the impact of any disease outbreak, or impacts of the Russia and Ukraine war or the Israel-Hamas conflict, among other factors, the remaining airlines may not increase their flight frequency to replace the flights that our aeronautical customers could no longer operate. Our business, revenue, and ability to recover receivables, could be adversely affected if we are unable to replace the business lost from our main aeronautical customers. Our main aeronautical customers are Aerolíneas Argentinas Group and LATAM Group. In 2025 LATAM Group and Aerolíneas Argentinas Group accounted for 14.2% and 13.0% of our consolidated aeronautical revenue, respectively. LATAM Group filed for Chapter 11 bankruptcy protection in May 2020 as a result of the COVID-19 pandemic and emerged from bankruptcy in November 2022. More recently, certain of our other aeronautical customers have filed for bankruptcy protection, such as Spirit Airlines (filed in August 2025), Gol Linhas Aéreas (filed in 2024 and emerged from bankruptcy protection in 2025), and Azul S.A. (filed in May 2025 and emerged from bankruptcy protection in February 2026). Our significant concentration of aeronautical customers may expose us to a material adverse effect if one or more of our large aeronautical customers were to significantly suspend or interrupt their payments to us for any reason, such as insolvency or bankruptcy. Furthermore, any delays in payment or non-payment from a major aeronautical customer could materially and adversely affect the results of our operations. An aircraft accident or other material factors beyond our control, such as disasters, climate-related catastrophes, among others, may affect the operation of our runways. Runways may require unscheduled repair, renovation or reconstruction due to natural disasters, climate-related events, aircraft accidents and other factors beyond our control. The closure of any runway for a significant period of time could have a material adverse effect on the passenger numbers at our airports, leading to a material adverse effect on our operations and financial results. Ongoing and proposed construction, renovation or repair work at our airports could have a negative impact on our revenues. Ongoing construction, renovation and/or repair work at our airports may potentially affect the passenger experience, which may ultimately adversely affect our commercial revenues. Additionally, future construction, renovations, or repairs, could adversely impact our business, financial condition or results of operations. We are exposed to certain risks in connection with the use of certain spaces by sub concessionaires at our airports. We are exposed to risks related to the spaces sub concessioned to third parties, such as non-payment of certain fees and lease arrangements by sub concessionaires or a weakening demand for the use of the spaces allocated to sub concessionaires. Many of our sub concessionaires’ locations are situated beyond the security checkpoints at airports and depend on customers spending a significant amount of time in the terminal. Changes in customers’ travel habits prior to departure, such as an increased use of airline business and first-class lounges, or an increase in the efficiency of ticketing, transportation safety procedures and air traffic control systems could reduce the amount of time that customers spend at such locations, which could materially reduce the revenue they are able to generate and which, in turn, could reduce the amount of fees and rent we can collect from our sub concessionaires. Any material reduction in these payments could adversely affect our business, results of operations and financial condition. 14 Table of Contents Our insurance policies may not provide sufficient coverage against all liabilities. We are required to maintain insurance under all our concession agreements, and we seek to ensure all risks for which insurance coverage is available on commercially reasonable terms. However, we cannot guarantee that our insurance policies will cover all our liabilities in the event of an accident, natural disaster, terrorist attack or other incident. The insurance market for airport liability coverage generally and for airport construction in particular, is limited and a change in the coverage policy by the insurance companies involved could reduce our ability to obtain and maintain adequate or cost-effective coverage. For example, insurance alternatives in Armenia are limited, therefore, we could incur higher costs in obtaining insurance policies as required under the concession. Additionally, we do not currently carry business interruption insurance or property insurance against terrorism and related risks for some of our airports. Consequently, any substantial interruption of our business or terrorist attacks could have a material adverse effect in our results of operations and our financial condition. We are exposed to liability to third parties for injuries or damages. We are required to ensure public safety and to reduce the risk of accidents at our airports. This includes implementing measures, such as hiring private security services, maintaining our airports’ infrastructure and fire safety in public spaces, and providing emergency medical services. These obligations could expose us to liability to third parties for personal injury or property damage and, to the extent that such liabilities are not adequately covered by insurance, could adversely affect our financial condition and results of operations. Most of our operations are located in emerging markets. Our existing concessions are mostly in countries with emerging economies. Most of our operations are located in emerging markets and investments in developing economies generally involve investment risks. These risks include political, social, and economic events, any of which could impact our operations or the market value of our common shares and have a material adverse effect on our business, financial condition, and results of operations. These risks and instability are caused by many different factors, including the following: ● adverse external economic conditions; ● inconsistent fiscal and monetary policies (including currency devaluation); ● dependence on external financing; ● changes in governmental economic and tax policies and regulations; ● high levels of inflation; ● fluctuations in currency values; ● high interest rates; ● wage increases and price controls; ● limitations on imports; ● exchange rate and capital controls; ● political and social tensions; ● fluctuations in central bank reserves; and ● trade barriers. Emerging markets have historically experienced uneven periods of economic growth, as well as recessions, periods of high inflation and economic instability. Adverse economic conditions in any of these countries could have a material adverse effect on our business, financial condition, and results of operations. 15 Table of Contents Some of the countries in which we operate have experienced, or are currently experiencing, high inflation rates. Governments of these countries often respond with tight monetary policies and high interest rates, thereby restricting the availability of credit and retarding economic growth. Inflation, measures to combat inflation and public speculation about possible additional actions have also contributed significantly to economic uncertainty in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow the growth rate of local economies. Additionally, inflation is likely to increase some of our costs and expenses, which we may not be able to pass on to our customers and which could adversely affect our operating margins and operating income in some of the emerging markets in which we operate. Depreciation or fluctuation of the currencies of the countries where we operate could adversely affect our results of operations and financial condition. Many of the countries where we operate have experienced volatility in the exchange rate of their currency against the U.S. dollar. Because we present our financial statements in U.S. dollars, this volatility may reduce the revenues we report or increase the expenses we report in any given period. These effects may in turn have an adverse effect on the market performance of our common shares. In addition, given a substantial amount of dollar-denominated indebtedness, exchange rate fluctuations may result in higher debt service costs. Finally, when we receive revenues in a currency different from that in which we pay expenses, currency volatility may affect the profitability of our operations. We are subject to various environmental laws, regulations and authorizations that affect our operations and may expose us to significant costs, liabilities, obligations, or restrictions. We, our sub-concessionaires and our aeronautical customers are subject to various environmental laws, regulations and authorizations governing, among other things, the generation, use, transportation, management and disposal of hazardous materials, the emission and discharge of hazardous materials into the ground, air or water, and human health and safety. Failure to comply with these environmental requirements, including the terms of our concession agreements, could result in our being subject to litigation, fines, or other sanctions. We could also incur significant capital or other compliance costs relating to such requirements. We could also be held liable for contamination, human exposure to hazardous materials or other environmental damage at our airports or otherwise related to our operations. Environmental claims have already been asserted against us, and additional claims may be asserted against us in the future. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Argentine Proceedings—Environmental Proceedings.” We are unable to determine our potential liability under these pending or possible future claims and we only have environmental insurance coverage for environmental damages at a limited number of our airports. These environmental requirements, and the enforcement and interpretation thereof, change frequently and have become more stringent over time. Future environmental laws and regulations may impose additional costs in order to bring our airports into, and maintain, compliance. Our costs, liabilities, obligations, and restrictions relating to environmental matters could have a material adverse effect on our business, results of operations and financial condition. We are subject to review by taxing authorities, and an incorrect interpretation by us of tax laws and regulations may have a material adverse effect on us. Taxes payable by companies in many of the countries in which we operate are substantial and include value-added tax, excise duties, profit taxes, payroll related taxes, property taxes, and other taxes. In certain countries in which we operate, such as Brazil or Argentina, the tax system is highly complex and the interpretation of the tax laws and regulations is commonly controversial, leading to disputes which are sometimes subject to prolonged evaluation periods until a final resolution is reached. In addition, there may be changes that result from enactment of additional tax reforms or changes to the manner in which current tax laws are applied that cannot be quantified and there can be no assurance that any such reforms or changes would not have an adverse effect upon our revenues. For instance, most jurisdictions in which we operate have adopted new transfer pricing measures. If tax authorities impose significant additional tax liabilities as a result of transfer pricing adjustments, it could have an adverse effect on us. Over the past few years, tax administrations around the world have put in place a number of initiatives to facilitate communication and information exchange among each other, have become more rigid in exercising any discretion they may have, and have increased their scrutiny of company tax filings. In this regard, the G20 / Organisation for Economic Co-operation and Development (“OECD”) Inclusive Framework has been working on addressing a number of tax challenges such as transparency, exchange of information, coherence, and substance, and to this end has proposed numerous tax law changes under its Base Erosion and Profit Shifting (BEPS) Action Plans. 16 Table of Contents To this end, in December 2021 the OECD released the Pillar Two Model Rules (the Global Anti-Base Erosion Proposal, or “GloBE” rules) for a new global minimum tax framework introducing a minimum tax regime for multinationals. At the EU level, the European Council formally adopted the directive implementing Pillar Two and Member States were obliged to transpose the directive into national laws before 31 December 2023. The EU has also adopted a number of Directives (namely, the Anti-Tax Avoidance Directives, or ATAD), which seek to prevent tax avoidance by companies and to ensure that companies pay appropriate taxes in the markets where profits are effectively made, and business is effectively performed. On December 18, 2024, the Brazilian Congress approved bill No. 3,817, subsequently enacted as Law No. 15,079, which implements Pillar Two rules in the country. The rules were further regulated by Normative Instruction No. 2,228. This law introduced a Qualified Domestic Minimum Top-up Tax (QDMTT), implemented through an additional of Social Contribution on Net Profits (Contribuição Social sobre o Lucro Líquido – CSLL). Although the law does not include the Income Inclusion Rules (IIR) or the Undertaxed Payments Rule (UTPR) methods, it regulates their interaction with the Brazilian QDMTT where a company is subject to such regimes in other jurisdictions. The Brazilian QDMTT rules are largely aligned with the GloBE Rules and are effective for fiscal years starting on or after January 1, 2025. On December 9, 2025, the Parliament of Uruguay approved the introduction of a Pillar 2 QDMTT, also largely in line with the GloBE rules. As in the case referred above, the new measures do not include the IIR or UTPR. In January 2026, the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (“Inclusive Framework”) published a comprehensive package of administrative guidance under the GloBE Model Rules, commonly referred to as the “Side-by-Side” or “SbS” Package. This package supplements the existing Pillar Two global minimum tax framework and sets out a coordinated approach intended to support consistent implementation of minimum tax arrangements across participating jurisdictions, reducing compliance burdens and, in certain cases, limit the application of the GloBE rules for eligible multinational enterprise groups. We do not expect these developments to have a material adverse effect on our results of operations, financial condition or liquidity, although actual outcomes may differ from current expectations. While we have taken steps to comply with the evolving tax initiatives of the OECD, the US, and the EU, given the complexity of tax laws, related regulations, and evolving interpretations, including local adoption and legislative implementation by individual jurisdictions required for the above to have legal effect in those jurisdictions, significant uncertainties remain as to the outcome of our efforts. In establishing a provision for income tax expense and filing returns, we must make judgments and interpretations about the application of these inherently complex tax laws that may be interpreted differently by the competent tax authorities and courts. As a result, this could have an adverse effect on us, as the new rules could result in new taxes and/or additional costs for the Company when complying with the new reporting obligations. In addition, in some jurisdictions where we operate, the interpretations of tax laws by the taxing authorities are sometimes unpredictable and frequently involve litigation, introducing further uncertainty and risk to our tax liability. It is also possible that tax authorities in the countries in which we operate will introduce additional revenue raising measures. If the judgment, estimates and assumptions we use in preparing our tax returns are subsequently determined to be incorrect, there could be a material adverse effect on us, which may ultimately affect our revenues. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings” and “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Argentine Proceedings— Tax Proceedings Related to Technical Assistance Agreements.” Any of these events occurring alone or jointly could lead to an increase in our tax burden and have a material adverse effect on our business, financial condition, results of operations and prospects. Our acquisition strategy could involve additional risks that could have an adverse effect on our business, financial condition, and results of operations. We are actively exploring opportunities to acquire or invest in existing or new concessions that will complement or expand our business. These opportunities may involve government-owned entities and private sector companies. Future acquisitions may result in a dilutive issuance of equity securities, an increase in our indebtedness levels, a reduction in existing cash balances, amortization of expenses related to goodwill and other intangible assets or other charges to operations. Additional leverage could require us to allocate cash flow to meet debt service obligations, thus decreasing the funds available for working capital and general business operations. These factors could have an adverse effect on our business, financial condition, results of operations or prospects. 17 Table of Contents Future concessions or acquisitions could involve various risks, such as lower relative operating margins and potential impairment charges for acquired assets due to their performance. The timing of acquisitions and integration costs and the speed at which the economic benefits of integration are realized, may further impact our results. Furthermore, future growth may also place additional demands on our personnel and other resources, including an increased level of responsibility for management. Our ability to manage growth effectively will require ongoing improvements in our operational, management and financial systems and controls and to successfully train, and motivate our employees. If our management is unable to manage this effectively, our business could be adversely affected. Our inability to raise additional financing may limit our operations. We may have limited ability to incur additional financing for some of our concession agreements, which may entail significant implications for investors, among them (i) limiting our ability to meet future investment obligations with respect to the airports we operate under our concession agreements or other capital expenditures required for their operation; and (ii) limiting our flexibility to take advantage of new business opportunities within the markets in which we operate or potential new markets. Any of these conditions may ultimately affect our operations and financial results. Many of our most significant subsidiaries have substantial non-controlling interests owned by third-parties, and any major conflict with minority shareholders may have an adverse effect on our business. We indirectly own 85.0%, and 51.0% of our principal operating subsidiaries in Argentina and Brazil, respectively, AA2000 and Inframerica Concessionária Do Aeroporto De Brasília S.A. (“ICAB”). Likewise, we indirectly own 100% of Corporación América Italia S.p.A. (“CA Italy”) which holds 62.3% of our key Italian operating subsidiary, Toscana Aeroporti S.p.A. (“TA”). As we control these entities, we record all their revenues and expenses and then allocate net income between controlling and non-controlling interest. However, the other shareholders of these entities, including public shareholders, in Italy, may have interests different from ours, and any substantial conflict with minority shareholders may have an adverse effect on our business, financial condition or results of operations. We may have conflicts of interest with ACI Airports S.à r.l., our majority shareholder, and we may not be able to resolve such conflicts on terms favorable to us. We are currently controlled by A.C.I. Airports S.à r.l., a holding company incorporated in Luxembourg (the “Majority Shareholder”). Conflicts of interest may arise between our Majority Shareholder and us in various areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include, among others, allocation of business and investment opportunities and/or the acquisition of airport assets outside of our existing corporate structure. The Majority Shareholder may from time to time make strategic decisions that it believes are in the best interest of the entire business, including its ownership interest in our business. These decisions may be different from those that we would have made on our own and may not be aligned with your interests. We may not be able to resolve any potential conflicts and, even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. We have been advised by Southern Cone Foundation (“SCF”), our ultimate controlling shareholder, that it does not intend to participate in any significant future acquisitions of airport concession assets or airport-related companies, except through us. The U.S. Federal Aviation Administration (“FAA”) or another regulatory agency could downgrade the aviation safety rating of any of the countries in which we operate, which could have a negative impact on passenger traffic. Under the FAA regulations, the aviation safety rating of any of these countries in which we operate could be downgraded. Airlines from affected countries could be prevented from expanding or changing their current operations to and from the United States, except under certain limited circumstances. Additionally, code-sharing arrangements between these airlines and U.S. airlines could be suspended, and operations by such airlines flying to the United States could be subject to increased administrative oversight. Any additional regulatory requirements could result in reduced passenger traffic originating in or destined to the United States by non-U.S. airlines operating at our airports or, in some cases, in an increase in the cost of service, which could result in a decrease in demand for travel. The FAA may downgrade the air safety rating of any of the countries in which we operate in the future. The European Aviation Safety Agency and other regulatory agencies may take similar actions, either independently or in response to any such actions taken by the FAA. Such actions might reduce our revenues and have a negative impact on passenger traffic. 18 Table of Contents We are subject to anti-corruption laws in the jurisdictions in which we operate. We are subject to anti-corruption laws in the jurisdictions in which we operate, such as the U.S. Foreign Corrupt Practices Act, the Argentine Anticorruption Law of 2018 (Law No. 27,401), the Italian Corruption Law of 2012 (Law No. 190), the Brazil Clean Company Act of 2013 (Law No. 12,846), the Uruguayan Anticorruption Law of 1998 (Law No. 17.060) and relevant provisions of the Criminal Code (Law 9.155) and the Armenia Law on the Committee for Preventing Corruption (Law No. HO-96-N). These anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to local and foreign officials for the purpose of obtaining or keeping business and/or other benefits. In 2021, the Ecuadorian Criminal Code was amended to address corporate criminal liability through good governance and compliance programs, incorporating new offenses related to corruption. Additionally, on July 29, 2025, the new law on the prevention, detection, and combating of the crime of money laundering and the financing of other crimes was published. The Brazilian Clean Company Act establishes strict liability for companies in connection with corrupt acts committed by their employees, agents, and intermediaries. As a result, a company may be held liable for such acts regardless of any finding of fault or intent on its part. See “Item 3. Key Information—Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil.” Our business model requires ongoing interaction with governmental authorities and agencies, from the initial bidding process for concessions and throughout their entire term. Although we have implemented a compliance program and strive to ensure ongoing compliance with all applicable anti-corruption laws, we cannot guarantee that our employees, agents, or third-party contractors will not engage in conduct that violates our policies or the law, for which we may be held liable. Failure to comply with anti-corruption laws and other regulations governing business with government entities, including local legislation, may expose us to civil penalties, heavy fines, and other remedial or administrative measures. Under Brazilian law, such sanctions may include the compulsory public disclosure of the violation and the penalties imposed, which could amplify reputational damage well beyond the direct financial impact. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations and prospects. In Brazil, enforcement authorities formally assess the effectiveness of a company’s integrity and compliance program against established regulatory criteria when determining applicable sanctions. Since an effective program can serve as a key mitigating factor, maintaining robust policies and procedures to prevent illegal or improper activities – including corruption involving government entities and public officials – is therefore essential. Increasing scrutiny from stakeholders on ESG matters, including our ESG reporting, exposes us to reputational and other risks. There is an increasing focus from certain investors, customers, employees and other stakeholders concerning ESG matters. If our ESG practices fail to meet regulatory requirements or the evolving expectations and standards of investor, customer, employee or other stakeholders related to responsible corporate citizenship areas including environmental stewardship, support for local communities, board of directors and employee diversity, human capital management, employee health and safety practices, service quality, supply chain management, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may be unwilling to continue to do business with us. As public interest and legislative pressure related to public companies’ ESG practices continues to grow, the related legislative landscape in the European Union and the United States is evolving accordingly. In the European Union, Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive or “CSRD”) entered into force on January 5, 2023, establishing enhanced requirements for the disclosure of social and environmental information. However, on February 26, 2025, the European Commission proposed an “Omnibus Bill” to scale back the reach and impact of its sustainability-related reporting requirements and postpone the compliance reporting date by two years. On April 2025, the CSRD, among other sustainability-related regulations, went under revision by the European Parliament and Council with the ‘Stop-the-clock’ Directive, to simplify its requirements. Following a provisional agreement reached on December 9, 2025, as part of the “Omnibus I” simplification package, the scope and reporting mandates of the CSRD were significantly revised to reduce administrative burdens. Under the updated framework, the CSRD primarily applies to large EU undertakings and parent undertakings of large groups exceeding an average of 1,000 employees and a net turnover of €450.0 million. While the directive maintains the ‘double materiality’ principle, requiring companies to report on both financial risks to the undertaking and their impact on people and the environment, the European Sustainability Reporting Standards (ESRS) have been simplified to prioritize quantitative data. Risks Related to Argentina and the AA2000 Concession Agreement 19 Table of Contents 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. The Technical Conditions of the Extension approved by Decree No. 1009/2020 (“Technical Conditions of the Extension”) established the following commitments for AA2000: (i) allocate an amount equal to U.S.$132.0 million (VAT included) as direct investment to complete 2020 and 2021 ongoing works (the “2020/2021 Direct Investment Commitment”); (ii) use its best efforts to obtain the greatest leverage possible, before December 31, 2021, to have an early inflow of up to (a) U.S.$85.0 million in the “Trust Fund for Works of Group A of Airports of the National Airport System” (the “Development Trust”) and (b) U.S.$124.0 million in the “Additional Fund for Substantial Investments in Group A of Airports” (the “Development Trust Leverage Commitment”); (iii) secure, before March 31, 2022, or, provided that there are justified reasons and subject to ORSNA’s approval, before December 2022, a certain level of funds available in an aggregate amount of U.S.$406.5 million (VAT included), which shall be applied to: (a) works considered as direct investment, to be carried out preferably during 2022/2023 (the “2022/2023 Commitment”) and (b) the redemption of preferred shares of the Argentine Government to be performed by AA2000 before March 31, 2022 (the “Redemption of the Preferred Shares Commitment,” and jointly with the 2022/2023 Commitment, the “Availability of Funds Commitment”); and (iv) make direct investments for U.S.$200.0 million (VAT included), between the years 2024 and 2027, at an annual average of U.S.$50.0 million (VAT included), in addition to any direct investment balance carried forward from the 2021/2023 period (the “2024-2027 Commitment”). With respect to the capital expenditures to be performed under the 2022/2023 Commitment and the 2024-2027 Commitment, Resolution No. 60/2021 of ORSNA established that these investments amount to approximately U.S.$500.0 million plus VAT, to be performed in two phases: (i) phase 1, approximately U.S.$336.0 million plus VAT to be performed preferably in 2022 and 2023 (the “Phase 1 Commitment”), and (ii) phase 2, annual investments of approximately U.S.$41.0 million plus VAT between 2024 and 2027, for a total of approximately U.S.$164.0 million plus VAT (the “Phase 2 Commitment”). The financial projections of income and expenses attached to the Technical Conditions of the Extension include the estimated dates on which the referred commitments and capital expenditures would need to be performed. 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. Regarding this latter commitment, on May 10, 2022, ORSNA issued Note No. NO-2022-46520010-APN-ORSNA confirming that AA2000 had fulfilled the Availability of Funds Commitment in the amount of U.S.$406.5 million for its application to the Mandatory Capex Program (including the Redemption of the Preferred Shares Commitment performed in March 2022). With respect to the Development Trust Leverage Commitment, in December 2022 and January 2023, AA2000 informed ORSNA that it had complied with its best efforts obligation under this commitment. On May 22, 2023, in response to the filing made by AA2000, ORSNA acknowledged the best efforts performed by AA2000 in compliance with the Development Trust Leverage Commitment and requested AA2000’s collaboration so that, if ORSNA deems it appropriate and the financial landscape improves, other financing options for the Development Trust may be sought. In light of this, on May 23, 2023, AA2000 expressed its agreement to fully collaborate with ORSNA to that end. 20 Table of Contents Regarding the Phase 1 Commitment, AA2000 completed the infrastructure works under the terms provided by the Technical Conditions of the Extension and Resolution No. 60/2021, while it is currently executing the Phase 2 Commitment. In February and November 2024, AA2000 informed ORSNA about the status of the Phase 1 Commitment. In the filing made in November 2024, AA2000 informed ORSNA of the investments performed as of December 31, 2023, and May 31, 2024 (including accounting certifications to support the information submitted by AA2000). Between January 1, 2022, and December 31, 2023, investments for an amount of U.S.$363.0 million have been completed (including the Redemption of the Preferred Shares Commitment). Between January 1, 2022 and May 31, 2024, the aggregate amount of investments performed under this commitment amounts to U.S.$407.1 million (VAT included). With respect to the Phase 2 Commitment, AA2000 executed works for U.S.$52.0 million (VAT included) in 2024, which were completed in 2025 for an additional U.S.$52.8 million (VAT included). As of December 31, 2025, the aggregate amount of investments performed in relation with Phase 2 Commitment was U.S.$106 million which surpasses the required commitment amount under this phase. In May and December 2025, AA2000 informed ORSNA about the status of the Phase 2 Commitment. As of the date of this annual report, ORSNA has not issued a response to the filings made by AA2000. Furthermore, pursuant to the Technical Conditions of the Extension, the capital expenditure requirements for the remaining years of the concession will be determined at ORSNA’s discretion. As a result, AA2000 may be required to undertake investments higher than currently expected, which could adversely affect our cash flows, financial condition and ability to plan and allocate capital. There can be no assurance that the investment levels ultimately determined by ORSNA will be consistent with our financial projections or that we will be able to obtain financing for such investments on favorable terms or at all. For further information on the investment commitments under the AA2000 Concession Agreement, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Investment Commitments.” In addition, ORSNA has in the past required AA2000 to provide performance guarantees covering the full amount of its investment commitments, in addition to the annual guarantee equal to 50% of each year’s investment plan required under the AA2000 Concession Agreement. There can be no assurance that ORSNA will not impose similar requirements in connection with future investment obligations (including for the 2028-2038 period, the amounts of which have not yet been determined). Any such requirement could result in significant additional costs related to surety bond premiums or bank guarantees, reduce our available credit lines and adversely affect our liquidity and financial condition. For further information on the performance guarantees, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Performance Guarantee and Guarantee for the Performance of the Works Foreseen in the AA2000 Concession Agreement.” As of the date of this annual report, AA2000 has substantially complied with the commitments under the Technical Conditions of the Extension. However, failure to fully comply with the pending commitments (in particular, the Phase 2 Commitment) could result in the imposition of fines or the termination or revocation of the AA2000 Concession Agreement. In turn, the regulator could condition, restrict or otherwise subject the distribution of dividends of AA2000 to the fulfillment of outstanding investment commitments. 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 New Money 2021 Notes (as defined herein). For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.” Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations. Pursuant to the AA2000 Concession Agreement, since February 13, 2018, the Argentine Government has the right to “buy-out” (“rescatar”) the AA2000 Concession Agreement for public interest reasons and upon prior notification to us. In the event that the Argentine Government were to exercise this option, it would be required to indemnify us in an amount equal to the value of the non-amortized aeronautical investments we have made as of the time of the buy-out, multiplied by 1.10, plus the value of all other investments we have made and which have not been amortized. The Argentine Government would not be required to indemnify us for investments that were not included in our investment plan or that were not approved by ORSNA. The Argentine Government would also not be required to indemnify us for lost revenue or lost profits. The Argentine Government would be required to assume in full any debts incurred by us to acquire goods or services for purposes of providing airport services, except for debts incurred in connection with the investment plan for which we would be compensated as part of the payment made to us by the Argentine Government. Furthermore, the buy-out of the AA2000 Concession Agreement would constitute an event of default under our Argentine Notes Series 2017, Argentine Notes Series 2020, Argentine Notes Series 2021 and the New Money 2021 Notes, As of December 31, 2025, the principal amount outstanding under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes is U.S.$6.3 million, U.S.$22.6 million, U.S.$272.9 million, and U.S.$51.0 million, respectively. The Argentine Government’s indemnification obligations in combination with the collateral structure under the notes may not be adequate to repay the holders of such notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.” 21 Table of Contents For the years ended December 31, 2025, 2024, and 2023, the revenue derived from our operation of the airports under the AA2000 Concession Agreement represented 54.0%, 56.4% and 45.1%, respectively, of our total consolidated revenue. If the Argentine Government exercises its right to buy-out the AA2000 Concession Agreement, such buy-out would have a material adverse effect on our business, financial condition, and results of operations. The ORSNA may adjust the fees we charge for aeronautical services, the payments we are required to make to the Argentine Government and our investment plan in a way that is detrimental to us or fail to adjust them to restore the AA2000 Concession Agreement’s economic equilibrium. Under the AA2000 Concession Agreement, ORSNA is required to conduct an annual review of AA2000’s financial projections and, if necessary, to re-establish economic equilibrium by adjusting (i) the fees we charge airlines and passengers for aeronautical services, (ii) certain payments we make to the Argentine Government pursuant to the AA2000 Concession Agreement, and/or (iii) our investment obligations. On January 13, 2021, ORSNA, through Resolution No. 4/2021, increased the fees that AA2000 may charge to international passengers from U.S.$51.00 to U.S.$57.00. In December 2021, ORSNA issued Resolution No. 83/2021 approving an increase in the use fee charged to domestic passengers departing from Category I airports, establishing a use fee of AR$614. In December 2022, ORSNA issued Resolution No. 98/2022 approving an increase in the use fee charged to domestic passengers, establishing a use fee of AR$1,100 effective as of January 2023. In November 2023, ORSNA issued Resolution No. 84/2023 by virtue of which a new increase of the use fee charged to domestic passengers was approved, establishing a use fee of AR$2,540 for Category I airports, AR$1,771 for Category II airports and AR$1,551 for Categories III and IV airports, effective as of January 2024. In October 2024, ORSNA issued Resolution No. 29/2024 by virtue of which a new increase of the use fee charged to domestic passengers was approved, establishing a use fee of AR$5,685 for Category I airports, AR$3,963 for Category II airports, AR$3,472 for Categories III and IV airports, effective as November 2024. If ORSNA applies adjustments to the Specific Allocation of Revenues and to the fees we may charge or that we must pay under the AA2000 Concession Agreement in a way that is detrimental to us, or if ORSNA fails to adjust such fees in order to restore the AA2000 Concession Agreement’s economic equilibrium, or if ORSNA seeks to modify our rights under the AA2000 Concession Agreement, any of such actions or failures to act may have a material adverse effect on our business, financial condition and results of operations. 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. ORSNA reviews our capital expenditures to monitor our compliance with the investment plan under the AA2000 Concession Agreement, and to determine whether such expenditures can be recorded in the registry maintained by ORSNA. If a capital expenditure is approved by ORSNA, it is then entered into its registry. ORSNA only approves investments that are supported by a certificate confirming the completion of the relevant works and does not approve investments made at the start of the works. Accordingly, we may record capital expenditures during a period that has not yet been (and may never be) approved by ORSNA. If ORSNA does not approve our capital expenditures under the investment plan of the AA2000 Concession Agreement, we would be required to make additional capital expenditures. This may require us to obtain additional financing, which we may not be able to obtain on favorable terms or at all. Our capital expenditures for the years ended December 31, 2025, 2024 and 2023 are currently under review by ORSNA. See “Argentina—Our Airports in Argentina—The AA2000 Concession Agreement—Economic Equilibrium.” Recent political developments, in Argentina could affect macroeconomic, regulatory and social conditions in the country. On October 26, 2025, national mid-term legislative elections were held in Argentina. The purpose of the mid-term elections was to renew 127 of the 257 seats in the Chamber of Deputies, the lower house of the Argentine Congress, and 24 of the 72 seats in the Senate, the upper house. President Javier Milei’s party, La Libertad Avanza, obtained approximately 40.7% of the national vote for the Chamber of Deputies and approximately 42.0% for the Senate, while the main opposition party, Fuerza Patria, obtained approximately 31.7% of the national vote for the Chamber of Deputies and approximately 28.4% for the Senate. On the day following the election, Argentine financial markets reacted positively: the peso appreciated against the U.S. dollar, Argentine sovereign bonds rose, and equity indexes recorded significant gains, reflecting improved investor confidence in the continuity of the administration’s policies. 22 Table of Contents However, despite the improvement in market sentiment, there can be no assurance that these conditions will be sustained over time. Political or social opposition to the government’s reform measures, adverse external developments or delays in the implementation of structural policies could reverse these trends and generate volatility in Argentine financial markets, adversely affecting access to international financing, the value of the Argentine peso and the overall stability of the Argentine economy. In addition, the outcome of these elections may lead to changes in government policies that could impact AA2000 businesses. We cannot assure you whether such changes will occur or, if they occur, estimate their timing or potential effects on AA2000’s operations and financial condition. Our operations in Argentina depend on macroeconomic conditions in Argentina. Our business and financial results in Argentina depend to a significant degree on macroeconomic, political, regulatory, and social conditions therein. The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation, and may experience further volatility in the future. In the past, Argentina has experienced a period of severe political, economic and social crises, which have caused a significant economic contraction and have led to radical changes in government policies. Among other things, the crises resulted in Argentina defaulting on its sovereign foreign debt obligations, a significant devaluation of the Argentine peso and ensuing inflation, and the introduction of emergency measures that affected many sectors of the economy. Likewise, the decline in international demand for Argentine products, the lack of stability and competitiveness of the Argentine peso against other currencies, the decline in confidence among consumers and foreign and domestic investors, and the higher rate of inflation and future political uncertainties, among other factors, have affected the development of the Argentine economy. In March 2023, continuing with the restructuring of the Argentine Government debt, the Ministry of Economy announced a new exchange of bonds and Treasury bills denominated in Argentine pesos with maturities in the short term, which obtained a 64% support. In June 2023, the renewal of the currency swap between China and Argentina was finalized and a gradual extension to U.S.$10.0 billion was agreed. In July 2023, the Andean Development Corporation (“CAF”) approved a bridge loan to Argentina in the amount of U.S.$1.0 billion to cover the debt until the International Monetary Fund (“IMF”) board approves the refinancing of the program. In August 2023, the government announced that Qatar granted a special drawing rights loan to Argentina for the equivalent of U.S.$770.0 million. In addition, Argentina obtained approval of the fifth and sixth reviews of the agreement signed with the IMF for a U.S.$7.5 billion disbursement. The current administration made a first payment for U.S.$960.0 million to the IMF through a loan granted by the Development Bank of Latin America. In December 2024, the Argentine Central Bank (the “BCRA,” for its acronym in Spanish) announced that it has arranged a Repurchase Agreement (“REPO,” for its Spanish acronym) with five top-tier international banks, for an amount of U.S.$1,000 million. By virtue of the REPO, the BCRA will deliver dollar-denominated notes (“BOPREAL”) to the international banks, which were originally issued by the BCRA in order to regularize the significant level of outstanding commercial debt owed by Argentine importers, that will be repurchased after 28 months, at an interest rate of 8.8%. In June 2025, the BCRA announced the increase by U.S.$2.0 billion of the aggregate amount of the repo transaction with BOPREAL. In January 2025, the Supreme Court of the United States rejected the appeal filed by Argentina in a case related to the Brady bonds and its holdout creditors. Pursuant to this ruling, creditors have been authorized to seize Argentina for U.S.$310.0 million. As of the date of this annual report, no seizure has been made. On January 7, 2026, the BCRA announced that it entered into a new repo with six international banks using part of its holdings of BONARES 2035 and 2038 securities, for the total amount tendered of U.S.$3,000 million, with a final term of 372 days. 23 Table of Contents In addition, as of the date of this annual report, the current administration has made payments to the IMF in accordance with the scheduled maturity calendar and has complied with the targets agreed upon with the organization for quarterly reviews, which include accumulating reserves and significantly reducing the fiscal deficit. The government’s ability to continue achieving the commitments required by the IMF allowed the approval of a new extended fund facility (the “Extended Fund Facility”) with the purpose of refinancing liabilities, including non-transferable treasury bills and amounts outstanding under the existing extended facilities agreement with the IMF. The Extended Fund Facility was ratified by Congress in March 2025 and approved by the IMF Executive Board in April 2025. The facility comprises a comprehensive economic program supported by a 48-month arrangement totaling U.S.$20.0 billion. Key pillars of the Extended Fund Facility include maintaining a strong fiscal anchor, transitioning towards a more robust monetary and foreign exchange regime, with greater exchange rate flexibility in the context of a gradual easing of foreign exchange restrictions, and advancing a broad range of structural reforms to foster a more dynamic, market-oriented economy. If the current administration continues to achieve the macroeconomic goals contemplated by the Ministry of Economy, Argentina and Argentine companies may have more opportunities to obtain financing in international markets. However, there can be no assurance that these conditions will be sustained over time. Political or social opposition to the government’s reform measures, adverse external developments or delays in the implementation of structural policies could reverse these trends and generate volatility in Argentine financial markets, adversely affecting access to international financing, which would impact on the ability of Argentine companies, such as AA2000, to access international capital markets in the coming years. In 2025, the United States Department of the Treasury supported Argentina’s efforts to stabilize its macroeconomic variables through the implementation of a foreign exchange stabilization arrangement (“acuerdo de estabilización cambiaria”), pursuant to which the United States Department of the Treasury conducted direct purchases of Argentine pesos in the local market and a currency swap line of up to U.S.$20.0 billion was established with the BCRA. In December 2025, the BCRA cancelled the transactions carried out during the fourth quarter of 2025. These measures provided short-term liquidity and enabled the Ministry of Economy to continue implementing its economic program. Moreover, on February 5, 2026, Argentina and the United States signed a Reciprocal Trade and Investment Agreement that reduces tariff and non-tariff barriers, establishes rules to facilitate trade and investment, and establishes regulatory commitments in areas such as technical standards, intellectual property, digital trade, labor, and the environment. In terms of tariffs, the United States agreed to eliminate tariffs on 1,675 Argentine products and announced an expansion of the beef quota to 100,000 tons in 2026, while Argentina agreed to eliminate tariffs for 221 positions, reduce another 20 to 2% and withdraw import licenses and consular formalities for United States goods. The agreement also contemplates that Argentina recognizes United States or international certifications and standards without additional evaluations, strengthens intellectual property, and facilitates digital commerce (data transfers and electronic signatures), with entry into force subject to local legislative approval. In strategic sectors, Argentina committed to prioritizing the United States in critical minerals (lithium, copper, etc.) and to expediting projects through the RIGI (régimen de incentivos para grandes inversiones). Notwithstanding the foregoing, there can be no assurance that, in the future, the United States Department of the Treasury will maintain and implement this policy or renew or implement a foreign exchange stabilization or liquidity support arrangement similar to that implemented in 2025. The aeronautical policy reforms proposed by the current administration may affect our business and the results of operations. Several regulatory changes to the Argentinean aeronautical policy have been approved since the current administration took office. The goal of these regulations is to improve infrastructure efficiency and promote an impartial, non-discriminatory, and transparent allocation of resources. Key principles include free market access through expedited administrative procedures, fair competition between air operators and airport operators, tariff deregulation, commercial freedom in pricing, route and frequency setting, minimal government intervention, incentives for new routes and operators, and equitable access to airport services. In line with these principles, the Argentine Government approved, among other measures, the deregulation of ramp services. Therefore, those services shall no longer be exclusively provided by Intercargo as established in the concession agreement entered into between Intercargo and the Argentine Government. In addition, by means of Resolution No. 1067/2025 of the Ministry of Economy, the current administration launched the privatization process of Intercargo, which includes a tender for 100% of its capital stock, subject to administrative approvals and a competitive process, which is currently ongoing. Also in line with the principles detailed above, by means of Decree No. 873/2024, the Argentine Government established that Aerolíneas Argentinas was “subject to privatization,” which requires legislative approval for its implementation that is currently pending. 24 Table of Contents As of the date of this annual report, the outcome of the privatization processes of Intercargo and Aerolíneas Argentinas S.A. is uncertain and, therefore, we cannot determine the impact of these processes in AA2000’s business and operations. 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 negative effects on such concession. Additionally, as part of the government’s aviation liberalization efforts, the Argentine Government issued Decree No. 599/2024 establishing an “open skies policy” that seeks to increase competition and connectivity in the aviation market. This decree allows free market access for new operators through streamlined administrative procedures, deregulates domestic air fares, permits airlines to determine their own routes and frequencies, and authorizes eighth- and ninth-freedom flights under reciprocity conditions. Regarding the details of the new regulations and the privatization processes of Intercargo and Aerolineas Argentinas S.A., please see “Item 4. Information On The Company—Business Overview—Regulatory and Concessions Framework—Argentina—Aeronautical Policy.” Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations. The prior administration and the BCRA implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market. Those measures include, among others: (i) restricting access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to non-resident shareholders; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate all the proceeds of their exports of goods and services and to settle them in pesos, in the local exchange market; (iv) limitations on the transfer of securities into and from Argentina; (v) restrictions on the payment of imports of goods and services; (see “—AA2000’s foreign financial indebtedness and debt denominated in foreign currency with access to the foreign exchange market could be affected by the mandatory refinancing regime enacted by the BCRA”); and (vi) the implementation of taxes on certain transactions involving the acquisition of foreign currency (the so called “PAIS Tax”). On November 24, 2024, the Argentine tax authority (ARCA) issued General Resolution No. 5604/2024 to remove advance tax payments on foreign currency purchases (PAIS tax) for imports on or after November 25, 2024. Although the current administration stated its intention to deregulate the economy and allow the free flow of foreign currency, exchange controls on the inflow and outflow of foreign currency funds are still in force, until the level of reserves of the BCRA is stabilized. In line with the restrictions in force during the prior administration, the BCRA’s regulations establish limitations on the flow of foreign currency into and out of the foreign exchange market (the “MLC,” for its Spanish acronym). As of the date of this annual report, subject to certain requirements, the BCRA regulations grant access to the MLC to repay principal or interest (at maturity) on foreign financial indebtedness as well as new commercial debt corresponding to imports of goods and services incurred from December 13, 2023, provided that advance payments are subject to BCRA’s prior clearance, unless certain exceptions are met. In turn, the stock of commercial debt prior to December 13, 2023 corresponding to imports of goods and services is subject to BCRA’s prior clearance, unless certain exceptions are met. Similarly, the BCRA designed a scheme of issuance of dollar-denominated notes with the intention to regularize the significant level of outstanding commercial debt owed by Argentine importers (which as of January 24, 2024 amounted to U.S.$42.6 billion). On January 31, 2024, the allocation of BOPREAL Series 1 was completed, reaching the maximum available amount for this series of U.S.$5.0 billion. AA2000 had subscribed, on primary offering, an aggregate amount of U.S.$1.1 million of BOPREAL Series 1. Additionally, on February 22, 2024, the allocation of BOPREAL Series 2 was also completed, reaching the maximum amount of U.S.$2.0 billion offered under this Series. At the same time, on May 23, 2024, the allocation of BOPREAL Series 3 was completed, reaching the maximum amount offered under this series of U.S.$3.0 billion. Finally, on July 16, 2025, the allocation of BOPREAL Series 4 was completed, reaching an amount of U.S.$845 million. In addition, the BCRA continues easing the access to the MLC for the payment of imports of goods and services, as well as gradually lifting certain foreign exchange restrictions. In this line, since December 23, 2024, the PAIS Tax ceased to be in effect, as a result of the government’s decision not to extend its term. Moreover, payment of dividends to non-resident shareholders corresponding to distributable profits arising from audited annual financial statements for years beginning on or after January 1, 2025 is allowed to the extent the general requirements are complied with and certain conditions are met. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Argentina Foreign Exchange Regulation—Transfer of Funds Abroad for Payment of Dividends.” 25 Table of Contents Although the government announced its intention and has partially lifted the foreign exchange restrictions (mainly with respect to those applicable to resident individuals), there can be no assurance that these measures will endure over time, which would depend on meeting certain macroeconomic conditions. In addition, there can be no assurance that in a scenario of lack of reserves the BCRA or other government agencies will revert the government’s intention and not increase such controls or restrictions, make modifications to these regulations, impose mandatory refinancing plans related to our indebtedness payable in foreign currency (as established in the past), establish more severe restrictions on currency exchange, or maintain the current foreign exchange regime or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding liabilities denominated in currencies other than the Peso, all of which could affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, and/or undermine our ability to pay dividends to foreign shareholders. Consequently, these exchange controls and restrictions could materially adversely affect the Argentine economy and our business, financial condition and results of operations. Government measures, as well as pressure from labor unions, could require salary increases or additional employee benefits, all of which could increase companies’ operating costs. Most industrial and commercial activities in Argentina are regulated by specific collective bargaining agreements that group together companies according to industry sectors and trade unions. Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high levels of inflation, employees and labor organizations are demanding wage increases. In the past, the Argentine Government enacted laws, regulations and decrees requiring companies in the private sector to maintain minimum wage levels and to provide specified benefits to employees. Pursuant to Resolution No. 9/2025 of the National Council for Employment, Productivity and the Minimum Adjustable Wage, issued on December 3, 2025, the adjustable minimum wage was increased as follows: (i) in November, 2025, to AR$328,400; (ii) in December 2025, to AR$334,800 (iii) in January 2026, AR$341,000; (iv) in February 2026, to AR$346,800; (v) in March 2026, to AR$352,400; (vi) in April 2026, to AR$357,800; (vii) in May 2026, to AR$363,000; (viii) in June 2026, to AR$367,800; (ix) in July 2026, to AR$372,400; and (x) in August 2026, to AR$376,600 (minimum amount to be maintained until a new update is approved). In addition, on January 18, 2026, the Executive Branch convened extraordinary sessions of Congress from February 2 to 27, 2026 to consider its legislative agenda, including labor law reform and a new juvenile criminal regime, among other initiatives. On February 12, 2026, the labor reform was partially approved by the Senate, and on February 19, 2026, approval by the Chamber of Deputies. However, in the debate carried out at the Chamber of Deputies, it was decided to eliminate one of its articles (referring to salary reductions during sick leave), so the aforementioned rule was returned to the Senate for review and final vote. On February 27, 2026, following nearly 12 hours of debate, the Senate approved the modifications introduced by the Chamber of Deputies and converted the labor modernization law into law, with 42 votes in favor, 28 against, and two abstentions. On March 6, 2026, the Executive Branch formally promulgated the labor modernization law as Law No. 27,802 through Decree No. 137/2026, which became effective on that same day. Labor unions opposed the reform through strikes and protests prior to its passage, and ongoing opposition to these reforms could still affect AA2000’s business and results of operations. In the future, the Argentine Government could take new measures requiring salary increases or additional employee benefits, and the labor force and labor unions may demand employers to implement those measures. Increases in wages or employee benefits could result in added costs and adversely affect our results of operations in Argentina. Increased public expenditures could result in long-lasting adverse consequences for the Argentine economy. Until 2023, Argentina substantially increased public expenditures. In November 2023, public sector expenditures increased by 113.1% as compared to November 2022, the Argentine Government reported a primary fiscal deficit of 2.9% of the gross domestic product (“GDP”), according to the Argentine Ministry of Treasury. However, the current administration has substantially reduced national public sector spending, recording primary fiscal and financial surpluses in 2025, reaching an amount of AR$11,768 billion of primary surplus and AR$1,454 billion of financial surplus during 2025, but there is still uncertainty regarding the government’s ability to sustain these policies in the long term. 26 Table of Contents Although the current administration was able to implement sharp cuts in public expenditures and public debt, there are no assurances that it would be able to sustain these policies in the long term. In this line, we cannot assure that the government will not face resistance from Congress and be able to continue implementing its plans and reforms. Future fiscal deficits could negatively affect the Argentine Government’s ability to access the long-term financial markets and could, in turn, result in more limited access to such markets by Argentine companies, including us. The Argentine economy could be adversely affected by economic developments in other global markets and by more general “contagion” effects. Argentina’s economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading partners. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the European Union, China, and the United States) could have a material adverse impact on Argentina’s balance of trade and adversely affect Argentina’s economic growth. The Argentine economy continues to be vulnerable to external shocks that may be generated by adverse events in the region or globally. In this line, extraordinary geopolitical developments in Latin America, such as the recent developments in Venezuela, could lead to volatility in Latin American debt and currency markets, including Argentina. Changes in social, political, regulatory, or economic conditions in Argentina’s principal trading partners or in foreign trade laws or policies may generate uncertainty in international markets and have a negative effect on standalone economies, including the Argentine economy, which may, in turn, have a negative impact on our operations. Global economic conditions may also result in depreciation of regional currencies and exchange rates, including the Argentine peso, which would likely also cause volatility in Argentina. The effect of global economic conditions on Argentina could reduce exports and foreign direct investment, resulting in a decline in tax revenues and a restriction on access to the international capital markets, which could, adversely affect our business, financial condition, and results of operations. A new global economic and/or financial crisis or the effects of deterioration in the current international context, could affect the Argentine economy and, consequently, our results of operations and financial condition. In addition, recent geopolitical and trade developments may amplify these risks. Heightened U.S.–China trade tensions, evolving tariff regimes, prolonged military conflicts and disruptions to key shipping routes, and tighter global financial conditions may increase risk aversion toward emerging markets, drive commodity and energy price volatility, and strengthen the U.S. dollar, each of which could adversely impact Argentina’s access to capital, exchange rate stability, inflation dynamics, and external accounts. Furthermore, extraordinary events in Latin America could intensify regional “contagion.” For example, recent developments in Venezuela may contribute to volatility in Latin American sovereign and corporate securities and in energy markets. Even absent direct commercial ties, these developments could adversely affect Argentina’s macroeconomic conditions and, consequently, our business, financial condition, and results of operations. See “―The Argentine economy could be adversely affected by economic developments in other global markets and by more general “contagion” effects.” Significant fluctuation in the value of the Argentine peso may adversely affect the Argentine economy as well as our financial condition and results of operations. The Argentine peso has suffered and may continue to suffer devaluation against the U.S. dollar. Despite the positive effects of the decline of the Argentine peso on the competitiveness of certain sectors of the Argentine economy, it can also have far-reaching negative impacts on the Argentine economy and on businesses and individuals’ financial condition. Among its first measures, the current administration implemented a devaluation of the peso against the U.S. dollar of around 54% approximately (from AR$385 per U.S.$1.00 as of December 7, 2023 to AR$808.45 per U.S.$1.00, as of December 31, 2023) aiming to reduce the significant gap between the official exchange rate and the implicit exchange rate applicable to the blue-chip swap transactions (the alternative mechanism to outflow foreign currency abroad) which by the time the current administration took office was around 157.6% and was reduced to 41.7% as of December 31, 2024. Having stabilized the exchange rate gap and seeking to reduce the devaluation of the peso against the U.S. dollar, during 2025, the current administration implemented, among other measures, a system of “exchange bands,” with an initial range of AR$1,000 to AR$1,400. Within this margin, the exchange rate will fluctuate freely, without the intervention of the BCRA. In addition, it was established that both the floor and ceiling of the band will be adjusted monthly, according to the inflation rate with a two-month delay. As a result of these measures, during the year ended December 31, 2025, the peso suffered a devaluation against the U.S. dollar of approximately 36.8% (from AR$1,032.5 per U.S.$1.00 as of January 2, 2025 to AR$1,455 per U.S.$1.00, as of December 31, 2025). 27 Table of Contents Since January 1, 2026, the BCRA operates under a revised regime that updates the limits of the exchange-rate band monthly by the latest available domestic inflation and, critically, has launched a pre-announced program to accumulate international reserves in line with remonetization of the economy. Under this program, the BCRA targets base-case net purchases of about U.S.$10 billion in 2026—potentially rising to U.S.$17 billion if money demand increases—subject to balance-of-payments flows and without relying on sustained sterilization, while managing liquidity through open-market operations and REPOs. Daily purchases are calibrated to market depth, with a reference cap of roughly 5% of that day’s foreign-exchange turnover and the option to use off-screen block trades to avoid disrupting market functioning. In execution, the BCRA has combined on-market and block purchases and has complemented spot accumulation with the sale of dollar-linked instruments and futures to provide private hedging while containing spot volatility. In parallel, the BCRA has supplemented reserve liquidity through a U.S.$3.0 billion repo with international banks as well as through the IMF Extended Fund Facility, strengthening its balance sheet during the transition. This framework is explicitly tied to money-demand dynamics and is intended to allow for reserve accumulation while maintaining exchange-market stability within the inflation-indexed bands. Notwithstanding the aforementioned, a significant increase in the value of the peso against the U.S. dollar also presents risks to the Argentine economy. If the peso continues to depreciate, the negative effects on the Argentine economy related to such depreciation could resurface, which could result in a material adverse effect on our financial condition and results of operations due to our financial commitments in U.S. dollars. A significant real appreciation of the peso would adversely affect exports, which could have a negative effect on GDP growth and employment, as well as reduce Argentine public sector revenues by reducing tax collection in real terms, given its high dependence on taxes and exports. In addition, a significant further depreciation of the peso against the U.S. dollar could have an adverse effect on the ability of Argentine companies to make timely payments on their debts denominated in or indexed or otherwise connected to a foreign currency, could generate very high inflation rates, reduce real salaries significantly, and have an adverse effect on companies focused on the domestic market, such as public utilities and the financial industry. Such potential depreciation could also adversely affect the Argentine Government’s capacity to honor its foreign debt, which could affect AA2000’s capacity to meet obligations denominated in a foreign currency, and which, in turn, could have an adverse effect on our financial condition and results of operations. International and regional passenger use fees are denominated in U.S. dollars and are payable in both U.S. dollars and Argentine pesos. Currency exchange rate volatility directly affects the conversion of U.S. dollars into Argentine pesos. Any appreciation in the value of the Argentine peso against the U.S. dollar may reduce our cash flows. Conversely, any depreciation in the value of the Argentine peso against the U.S. dollar may increase our cash flows. The overall increase in the cost of international travel as a result of fluctuations in currency exchange rates could potentially lead to decreased passenger traffic volume due to increases in travel costs. A large decrease in the value of a particular foreign currency relative to the value of the Argentine peso or the U.S. dollar, as applicable, could have an adverse effect on the number of international air passengers originating from nations that use such devalued currency. Continuing high inflation may impact the Argentine economy and adversely affect our results of operations. Inflation has materially undermined, and in the future may continue to undermine, the Argentine economy and the Argentine Government’s ability to foster conditions that would permit stable economic growth. In recent years, Argentina has confronted inflationary pressures, evidenced by a significant increase in fuel, energy, and food prices, among other factors. According to the most recent publicly available information, the inflation rate was 117.8% in 2024 and 31.5% in 2025. Although the current administration has implemented various monetary policies that have considerable reduced the inflation rate as of December 31, 2025, the economy still qualified as hyperinflationary from an international accounting perspective. Throughout history, the Argentine Government has implemented, through the Ministry of Economy and the BCRA, several measures to deaccelerate inflation and control the devaluation of the Argentine peso against the U.S. dollar. These measures included, among others: (i) restrictions on the access of individuals and entities to the MLC; (ii) taxation of certain operations which imply acquisition of foreign currency (the PAIS tax); (iii) negotiations with creditors in order to restructure the Argentine external debt; and (iv) price freezes on hundreds of products. Nevertheless, the Argentine economy continued to experience high levels of inflation. The PAIS tax on foreign currency purchases was eliminated by the General Resolution 5604/2024 in relation to imports carried out starting November 25, 2024. 28 Table of Contents In order to manage inflation, the current administration has eliminated price controls implemented by the prior administration, to allow prices in the economy to be determined by supply and demand. However, the foreign exchange controls remain in place until the BCRA’s level of reserves is stabilized. In addition, certain prices, such as public transportation and public services tariffs, are being subject to progressive deregulation, to ease transition and prevent social turmoil. Although inflation has declined from previous years, it is not possible to ensure that the government will be able to bring it down to single digits or maintain the prior declines. If inflation is not controlled, high inflation could undermine Argentina’s foreign competitiveness by diluting the effects of the depreciation of the Argentine peso, negatively affecting the level of economic activity and employment, and undermining confidence in Argentina’s banking system, which could further limit the availability of domestic and international financing to businesses. Furthermore, a portion of Argentina’s sovereign debt is subject to adjustment by the Stabilization Coefficient (Coeficiente de Estabilización de Referencia), a currency index that is strongly related to inflation. Therefore, any further significant increase in inflation could cause an increase in Argentina’s external debt and, consequently, in Argentina’s financial obligations, which could aggravate pressures on the Argentine economy. If inflation remains high or continues to increase, Argentina’s economy may be negatively affected, and our results of operations could be materially affected. Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition and, consequently, our business. A lack of a solid and transparent institutional framework for contracts with the Argentine Government and its agencies and corruption allegations have affected and continue to affect Argentina. In Transparency International’s 2025 Corruption Perceptions Index, survey of 182 countries, Argentina was ranked 104, with its score decreasing from 37 in 2024 to 36 in 2025. The failure to address these issues could increase the risk of political instability, distort decision-making processes, and adversely affect Argentina’s international reputation and ability to attract foreign investment. The Argentine Government’s ability to implement initiatives to strengthen Argentina’s institutions and to reduce corruption is uncertain as it would be subject to independent review by the judicial branch, as well as legislative support from opposition parties. We cannot give any assurance that the Argentine Government will implement any of these initiatives nor if implemented, that any of such initiatives would be successful in halting institutional deterioration and corruption. Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate Italy The approval process for the Florence Airport master plan requires authorization from both local and national authorities, with informational involvement of the European Commission. Any further delay could adversely affect our ability to increase revenues and profits derived from the operation of such airport. The master plan for the period 2014 through 2029 was approved by the Italian Civil Aviation Authority (“ENAC” for its Italian acronym) in November 2015, by the Italian Ministry of the Environment in December 2017 and by the Italian Ministry of Infrastructures and Transport in April 2019. However, such approval was repealed on May 27, 2019, upon request of the environmental association (Associazione VAS Vita Ambiente) and other local municipalities. On July 25, 2019, TA, jointly with the Ministry of Environment, ENAC and other authorities, appealed to such judgement. On February 14, 2020, the appeal was rejected requiring a new environmental assessment process. In 2022, a review of the master plan was performed and the investments forecasts (traffic and infrastructures) were defined until 2035 (the “2035 TA Master Plan”). The 2035 TA Master Plan received technical approval from ENAC in May 2023, and subsequently requested the Italian Ministry of the Environment to apply the “Integrated Environmental Procedure” (both, Environmental Impact Assessment and Environmental Strategic Assessment) as permitted by local statutes. The environmental procedure was concluded in mid-November 2025, with the Environmental Impact Assessment and Environmental Strategic Assessment (“EIA-ESA”) Decree issued by the Ministry of the Environment, in agreement with the Ministry of Culture, expressing a positive opinion and outlining specific environmental conditions. 29 Table of Contents In line with the provisions set out in the Decree, the next step involves carrying out all the necessary activities to finalize the appropriate assessment procedure pursuant to the habitats directive and enable the Ministry of the Environment to conduct the discussion with the European Commission, which is responsible for matters concerning protected natural sites included in the Natura 2000 Network. Once these requirements have been fulfilled, ENAC will ask the Ministry of Infrastructure to start the authorization process for the assessment of urban planning compliance. The permit procedure is expected to be completed by the end of 2026, allowing construction to begin. Our ability to increase revenues and profits derived from the operation of the Florence Airport may be adversely affected if the 2035 TA Master Plan is rejected or its approval is delayed. The exercise of the special powers of the Italian Government may restrict our ability to transfer, our TA shareholding or restrict the ability of investors to acquire a significant stake in our share capital. Certain regulations concerning legal restrictions on transfer of assets of strategic national importance may apply to us, as TA’s controlling shareholder, the operator of our Italian Airports (as defined herein). Provisions of Law Decree No. 21 of March 15, 2012 (“Law Decree No. 21/2012”), subsequently amended, grants the Italian Government special powers (the “Golden Powers”), which may be triggered in the event that: (i) we attempt to transfer our shareholding in TA and/or the Italian Airports to a third party; or (ii) stake of TA’s share capital is transferred to a third party in the future; or (iii) TA’s corporate bodies approve resolutions, acts or transactions resulting in changes to the TA’s ownership, control, or assets availability (including mergers, demergers or establishment and enforcement of security interests). Below is a description of the procedure that would apply in such a case. As of the date of this annual report, we are not aware that our initial public offering has indeed triggered any procedures pursuant to Law Decree No. 21/2012. Pursuant to current laws and regulations, (i) the approval of specific corporate resolutions by companies operating, inter alia, in the energy, transport, and communications sectors, which are understood to be of strategic importance to the nation, and (ii) the acquisition of significant shareholdings in such companies by investors, are subject to the so called Golden Powers. Article 2 of Law Decree No. 21/2012 specifically regulates the special powers of the Italian Government over the strategic assets of companies operating in the transport sector. Regarding companies owning such assets, the Italian government may: ● veto any resolutions, acts and transactions that would (i) result in a change of ownership, control, or purpose of such assets, (ii) result in an exceptional situation not regulated by national or European laws applicable to the sector, or (iii) constitute a threat of a serious prejudice to the interest of public safety (Article 2, paragraph 3); ● impose conditions on buyers to provide guarantees in any purchase that poses a serious threat to public interest, (Article 2, paragraphs 5 and 6); and ● oppose the purchase if it presents exceptional risks to the protection of public interest, which cannot be mitigated by the buyer providing adequate guarantee (Article 2, paragraph 6). Article 2 of the Decree of the President of the Council of Ministers No. 180 of December 23, 2020 identified airports as “strategic assets.” Therefore, the Italian airports are subject to these decrees. As a result, our ability to enter into certain commercial transactions may be further restricted by the Italian Government’s decision to exercise its Golden Powers with respect to the management of strategic transport assets in Italy. This may limit our ability, as a TA’s shareholder, to benefit from the proceeds of certain proposed asset sales or acquisitions or business combinations and may limit our shareholders’ ability to benefit from possible premiums connected to a proposed change in control transaction or tender offer. If the Italian Government exercises these Golden Powers in the future with respect to any transaction involving, directly or indirectly, TA and/or the Italian Airports, such exercise could have a material adverse effect on our business, financial condition, results of operations or prospects in the future. In 2023 and 2024, we submitted to the Italian Government the new financing for investments in the Pisa Airport and the refinancing TA’s previous debts. The Italian Government consented to these transactions and the operations were subsequently closed. 30 Table of Contents Coordinating compliance with regulatory obligations may strain our resources and divert management’s attention. TA is listed on the Milan Stock Exchange. As a public company, TA is subject to the reporting requirements of local regulations in Italy and other applicable securities rules and regulations. Compliance with these rules and regulations involves legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases the demand on TA’s systems and resources. Coordination between TA and us to comply with our respective regulatory and filing procedures can be burdensome, divert management’s attention and affect our daily operations and business. In addition, the interests of TA’s public shareholders may not be the same as the interests of our Majority Shareholder. This conflict of interest may affect our operations and business. Brazil We have identified payments made by ICAB that may not have had any proper purpose and that could expose us to fines and sanctions as well as reputational harm and other adverse effects. We have identified three payments totaling approximately R$0.8 million made by ICAB during 2014, when Infravix was still an indirect shareholder of ICAB, to individuals or entities that the press has suggested had made illegal payments to government officials on behalf of corporate clients. We have been unable to identify a proper purpose for some of these payments. The case reported by the press was initially under investigation by the Brazilian Supreme Court but has been transferred to the Federal Court of the Federal District, where the proceedings are currently ongoing. To date, neither ICAB nor its current executives have been subject to any criminal investigations. On September 14, 2019, Receita Federal (Brazilian Tax authority) identified the mentioned payments and considered those did not have a proper purpose, therefore, imposed a R$1.3 million fine on ICAB. ICAB is contesting the fine through an administrative procedure. The outcome of this procedure is still uncertain. We could be exposed to reputational harm and other adverse effects in connection with these payments. If these payments are ultimately found to have been improper, we could be subject to additional fines and sanctions, as well as other penalties. Any of the foregoing effects could have a material adverse effect on our business. 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. Under the Brazilian Concession Agreement for the operation of the Brasilia Airport, we are obligated to pay an annual fixed concession fee which is adjusted by inflation. Initially, we recognized this contractual obligation as a financial liability at fair value in acquisition accounting. Following a revision of the discount interest rate, we now measure the liability at an amortized cost utilizing a discount rate of 6.81% (real), which is the regulatory weighted average cost of capital (“WACC”) applicable at the time we entered into the Brasilia Concession Agreement. Any change in the current discount rate used to discount the estimated cash outflows, as well as an increase in the liability that reflects the passage of time (also referred to as the unwinding of a discount or accretion) is recognized as expense, period over period. In 2025, 2024, and 2023, we recognized losses of U.S.$80.9 million, U.S.$87.1 million, and U.S.$98.2 million, respectively, relating to these effects. See Note 23 to our Audited Consolidated Financial Statements. During 2021, ICAB suspended payment of 50% of the annual fixed concession fee based on the rescheduling request that was made with the Brazilian ANAC. Such request was rejected by ANAC. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Brazilian Proceedings—Inframérica Concessionária do Aeroporto de Brasilia S.A. (“ICAB”)—Administrative Proceedings.” As of the date of this annual report, a court injunction suspending all actions against ICAB for lack of payment of the annual fixed concession fee remains in place. Therefore, unless such injunction is cancelled or lifted, ICAB cannot be forced to pay the remaining 50% of the annual fixed concession fee. If such injunction is lifted or cancelled, ICAB would be forced to pay such outstanding 50% and if not paid, the Brasilia Concession Agreement may be terminated, which would have a negative impact on our results of operations. 31 Table of Contents Furthermore, if the injunction is cancelled or lifted, and the remaining 50% of the annual fixed concession fee is not paid, ICAB may be in breach pursuant the terms of the Brazilian National Development Bank (Banco Nacional do Desenvolvimento Economico e Social - “BNDES”) loan agreement, which would give BNDES the right to declare an event of default. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness—ICAB.” Upon declaring such an event of default, BNDES would be entitled to request the guarantors of the Brasilia Airport (Inframerica Participações S.A. (“Inframerica”), ACI Airports S.à r.l., Corporacion America S.A and American International Airports LLC) indebtedness to post additional collateral as security of the obligations assumed thereunder. If such additional collateral is not timely and adequately posted, BNDES could declare all amounts due and payable, which would affect our results of operations and liquidity. Regarding the concession fee for 2022, a partial payment of R$81.6 million (approximately U.S.$15.3 million) was made using re-equilibrium credits. With respect to the remainder of such concession fee, on November 21, 2022, ICAB made an offer to the Ministry of Infrastructure to pay through the delivery of court-payment orders, which is still currently under analysis by the Ministry. In December 2022, the Ministry issued an Official Letter confirming that until it reviews the court-payment orders, ICAB is in compliance with its obligations. As of the date of this annual report, we are in a contractual renegotiation process with the federal government to address several aspects of the Brazilian Concession Agreement for the operation of the Brasilia Airport, including modifications to the annual fixed concession fee. On December 10, 2025, in connection with this renegotiation, ICAB received notice from the ANAC that enforceability of the 2025 annual fixed concession fee, in the amount of R$386.4 million (equivalent to U.S.$70.2 million as of December 31, 2025), had been suspended. The suspension will remain in effect until the renegotiation process is concluded. If we reach an agreement on the new terms of the concession with the government, there will be a public tender for 100% of the shares of ICAB, in which we would be entitled to participate, but in which our offer could be superseded by an improved offer from another bidder. In the tender, we will always have the right to provide a higher bid. The timing and outcome of the renegotiation remain uncertain, and no irrevocable agreement has been signed as of the date hereof. The commercial area at the Brasilia Airport may not attract the numbers of customers we anticipate, which would ultimately affect our results of operations. A key part of our strategy to expand and increase our commercial revenues at the Brasilia Airport is the development of an area with commercial offerings within the airport. On December 13, 2019, ICAB entered into a lease agreement with a leading Brazilian real estate group pursuant to which such group agreed to build and develop, with its own capital, a new shopping center of approximately 350,000 square feet of gross leasable area. Construction is currently in progress, and the inauguration is expected to happen in the second quarter of 2026. If this project fails to attract the number of customers that we anticipate, our business, financial condition and results of operations could be adversely affected. Exchange rate instability may have adverse effects on the Brazilian economy and our results of operations. The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Throughout this period, the Brazilian Government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of the Brazilian real is generally linked to the rate of inflation in Brazil, depreciation of the Brazilian real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the Brazilian real, the U.S. dollar and other currencies. The Brazilian real/U.S. dollar exchange rate reported by the Brazilian Central Bank was R$4.8407 per U.S. dollar on December 31, 2023, R$6.1917 per U.S. dollar on December 31, 2024 and R$5.5018 per U.S. dollar on December 31, 2025, but there can be no assurance that the Brazilian real will not again depreciate against the U.S. dollar or other currencies in the future, which could lead to fluctuations in our consolidated earnings and cash flows as measured in U.S. dollars. 32 Table of Contents Uruguay Our Uruguayan airport operations, particularly at Punta del Este Airport, are heavily dependent on air traffic from Argentina and Brazil. Any deterioration in the economic conditions of our neighboring markets, particularly Argentina, could have a material impact on our business and operating results. Our operations in Uruguay remain subject to regional economic interdependence, particularly with Argentina and Brazil. In 2025, approximately 11% of the passengers using our airports in Uruguay came from Argentina and 11% from Brazil. Meanwhile, Uruguay’s economic activity has shown signs of moderation, which may slightly temper local demand. Although we continue to monitor macroeconomic and regulatory developments in Argentina and Brazil, especially those related to foreign exchange policies and consumer confidence, we believe current dynamics suggest a more balanced risk landscape compared to prior periods. See “Risks Related to Argentina and the AA2000 Concession Agreement—Changes in social, political, regulatory, or economic conditions in Argentina’s principal trading partners or in foreign trade laws or policies may generate uncertainty in international markets and have a negative effect on standalone economies, including the Argentine economy, which may, in turn, have a negative impact on our operations” and “Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil—Exchange rate instability may have adverse effects on the Brazilian economy and our results of operations.” Ecuador The political environment of Ecuador is uncertain which could have adverse effect on our results of operations. Ecuador continues to face significant political, economic, social and security challenges, which may adversely affect our airport operations and financial performance in the country. The political environment remains volatile, with heightened institutional tension, economic fragility and persistent security concerns related to organized crime, drug trafficking, money laundering and terrorism. In May, 2023, former president Mr. Guillermo Lasso dissolved Congress and called for early presidential elections. On November 23, 2023, Mr. Daniel Noboa was elected as new President of Ecuador, for a short transitional term. Since taking office, President Noboa has declared multiple states of emergency and adopted aggressive security measures, including the deployment of the Armed Forces in support of the National Police, as part of a broader strategy to combat organized crime and terrorism. While these measures have received public support, they have also generated political opposition and institutional friction, contributing to ongoing uncertainty. In 2025, Ecuador entered a new electoral cycle. In the first round of the presidential elections held on February 9, 2025, no candidate obtained the required majority, and a runoff election was held on April 13, 2025, in which incumbent President Daniel Noboa was re-elected with approximately 55.6% of the vote, defeating his challenger, Luisa González. Changes in political leadership and public policy resulting from the electoral process may continue to affect the country’s political and economic landscape. In addition to political uncertainty, Ecuador faces a difficult economic and social environment. In response to heightened security risks, the government has adopted an aggressive stance against criminal organizations, declaring a war on terrorism and drug cartels. While international air traffic has experienced limited growth, domestic passenger numbers have declined significantly. This decline is also linked to the suspension of operations by Equair, a major domestic airline, at the end of 2023, which has not yet been replaced by another carrier. Ultimately, the effects on our business and financial results will depend largely on the economic and security policies implemented by the incoming government. The prevailing political, economic, and social crises—particularly related to security and energy—could negatively impact our Ecuadorian airport operations and, consequently, our overall business performance. 33 Table of Contents Armenia The ongoing war between Russia and Ukraine has and will likely continue to disrupt air travel routes and passenger flows, which could negatively affect our operational performance and results of operations. Despite the ongoing war between Russia and Ukraine, air transportation to and from Russia has not been materially disrupted to date; however, any escalation of hostilities, including increased attacks affecting Russian airports or airspace, could result in flight cancellations, route disruptions or reduced passenger demand, which could adversely affect our operations and results of operations. In addition, broader regional tensions, including a potential confrontation involving Iran and the United States or the temporary closure of Iranian airspace, as occurred during the recent Iran–Israel conflict, could disrupt flight routes and significantly reduce air connectivity with certain destinations, particularly Gulf countries, which could negatively affect passenger traffic and pose risks for our operations. Our business in Armenia is also affected by regulatory and geopolitical constraints, including the continued inclusion of Armenia on the European Union aviation safety blacklist, which restricts aircraft registered in Armenia from operating flights to EU destinations and may limit the growth of international traffic. Moreover, while certain developments, such as the potential entry of new international airlines into the Armenian market or improvements in relations with neighboring countries, could over time support aviation traffic, there can be no assurance that such developments will occur or materialize in the near term, which could continue to limit passenger demand and adversely affect our operations in Armenia. In addition, broader regional instability in the Middle East, including military escalations involving Iran, temporary closures of Iranian airspace, missile or drone activity affecting regional flight corridors, or increased geopolitical tensions between Iran and Western countries, could disrupt established air routes, increase insurance and operating costs, or materially reduce connectivity with certain destinations, which could adversely affect passenger traffic and our operational performance. Other countries We have received awards for airport projects in Iraq and Angola, but have not yet entered into definitive concession agreements. These projects may not proceed on the terms contemplated, or at all. In November 2025, a consortium formed by the Company 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. The award agreement provides for a limited period to negotiate in good faith and enter into a definitive public-private partnership agreement. This 90-day period may be extended by mutual agreement. We are currently engaged in discussions to extend the award agreement until June 30, 2026. However, the timing of such extension remains subject to governmental processes and evolving regional geopolitical conditions. It is possible that the conflict between U.S. and Israel against Iran causes a delay in the execution of this definitive agreement. In December 2025, a 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 Dr. António Agostinho Neto International Airport (“AIAAN”), subject to the execution of a definitive concession agreement and the satisfaction of customary conditions precedent. As of the date of this annual report, we have not entered into definitive concession agreements for either of these projects. There can be no assurance that we will be able to successfully negotiate and execute definitive agreements, or that, if executed, they will be on terms consistent with the award notifications, or at all. The negotiation process may result in material modifications to the contemplated terms. Either government may decide not to proceed with the project, or negotiations may fail to result in mutually acceptable terms. In addition, even if definitive agreements are executed, completion of these projects remains subject to the satisfaction of customary conditions precedent, which may not be satisfied or waived. Guarantees have been provided to the Ministry of Transportation of the Republic of Iraq and to the Ministry of Transport of the Republic of Angola in connection with the respective airport concession tenders in which we are participating as part of two consortia. The guaranteed amounts are IQD 5,000 million (equivalent to approximately U.S.$ 3.8 million as of December 31, 2025) in Iraq and U.S.$15.0 million in Angola. 34 Table of Contents If the guarantee provided in Iraq is called, the Company would be ultimately responsible for 55% of the guaranteed amount (equivalent to approximately U.S.$2.1 million as of December 31, 2025). Similarly, if the guarantee provided in Angola is called, the Company would be expected to participate in any resulting losses with the other members of the consortium up to its corresponding ownership interest (50%), equivalent to approximately U.S.$7.5 million. Such guarantees may be enforced by the respective Ministries if the concessionaire fails to enter into definitive concession agreements as a result of a breach of its obligations. Generally, if we are unable to enter into definitive concession agreements, or if the terms of such agreements differ materially from those contemplated in the award notifications, our business, results of operations, financial condition and growth prospects could be adversely affected. These projects would also represent our entry into new geographic markets in which we have no prior operating experience. Operating in Iraq and Angola exposes us to risks inherent in conducting business in new countries, including political and economic instability, unfamiliarity with legal and regulatory frameworks, challenges in dealing with government authorities and other stakeholders, difficulties in recruiting and retaining qualified local personnel, foreign currency exchange rate fluctuations, and potential restrictions on repatriating earnings. Our lack of experience in these markets may make it more difficult for us to anticipate and respond to local market conditions, regulatory developments and competitive dynamics, which could adversely affect the performance of these projects. Risks Related to Our Common Shares The price of our common shares may be highly volatile. We cannot predict the extent to which investor interest in our common shares will occur or be able to maintain an active trading market, or how liquid that market will be in the future. The market price of our common shares may be volatile and may be influenced by many factors, some of which are beyond our control, including: ● the failure of financial analysts to cover our common shares or changes in financial estimates by analysts; ● actual or anticipated variations in our operating results; ● changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our common shares or the shares of our competitors; ● announcements by us or our competitors of significant contracts or acquisitions; ● future sales of our common shares; and ● investor perceptions towards us and the industries in which we operate. In addition, the equity markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of affected companies. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations. We issued, and may further issue, options, restricted shares, and other forms of share-based compensation, which could dilute shareholder value and cause the price of our common shares to decline. In 2020, we implemented a long-term management share compensation plan. We may offer additional share options, restricted shares, and other forms of share-based compensation to our directors, officers, and employees in the future. If any options that we issue are exercised, or any shares that we may issue vest and those shares are sold into the public market, the market price of our common shares may decrease. See “Item 6. Directors, Senior Management and Employees—Compensation—Management Compensation Plan.” 35 Table of Contents A significant portion of our common shares may be sold into the public market, which could cause the market price of our common stock to drop significantly, regardless of our operational performance. Our officers, directors, and the Majority Shareholder are able to sell our common shares in the public market. In addition, pursuant to a registration rights and indemnification agreements, the Majority Shareholder and its affiliates and transferees have the right, subject to certain conditions, to require us to register the sale of their common shares under the Securities Act. In May 2025, we issued 1,996,439 new common shares in connection with the acquisition of an additional equity interest in Corporación América Italia S.p.A., which were delivered to the Investment Corporation of Dubai (“ICD”) as consideration for such transaction. We have also entered into a transaction agreement that grants ICD certain piggy-back registration rights in relation to offerings by the Company or by the Majority Shareholder for a period of 18 months, starting on May 28, 2025. By exercising their registration rights and selling a substantial sale of shares, these existing owners could cause the prevailing market price of our common shares to decline. The common shares covered by registration rights would represent approximately 79.56% of our outstanding capital stock. Registration of any of these outstanding common shares would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. Sales of a substantial number of such common shares, or the perception that such sales may occur, could cause our market price to fall or make it more difficult for investors to sell common shares at a time and at a favorable price that you deem appropriate. Furthermore, the issuance of additional shares would increase the number of our outstanding common shares, and any sale of such shares in the public market, or the perception that such sales may occur, could increase the supply of our common shares available for trading and adversely affect the market price of our common shares. We may need additional capital and we may not be able to obtain it. We believe that our existing cash and cash equivalents, cash flows from operations and financing capacity are, and will be, sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain other sources of financing. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness could result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. Our ability to obtain financing on favorable terms is subject to a variety of uncertainties, including: ● the conditions of the U.S. capital markets and other capital markets in which we may seek to raise funds; ● our future results of operations and financial condition; ● government regulation of foreign investment in the United States, Europe, and Latin America; and ● global economic, political, and other conditions in jurisdictions in which we do business. Our business and results of operations may be adversely affected by the increased strain on our resources from complying with the reporting, disclosure, and other requirements applicable to public companies in the United States promulgated by the U.S. Government, New York Stock Exchange, or other relevant regulatory authorities. Compliance with existing, new, and evolving corporate governance and public disclosure requirements adds uncertainty and increases our compliance costs. Changing laws, regulations and standards include those relating to accounting, corporate governance, and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, new U.S. Securities and Exchange Commission (“SEC”) regulations and the New York Stock Exchange (“NYSE”) listing guidelines. Meeting the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) and related regulations regarding the required assessment of internal controls over financial reporting and our external auditor’s audit of internal controls over financial reporting demands significant financial and managerial resources. 36 Table of Contents Our ongoing efforts to comply with evolving laws and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses. Moreover, our board members and senior management could face increased personal liability risks in connection with the performance of their duties. As a result, we may face difficulties in attracting and retaining qualified board members and senior management. If we fail to comply with new or changed laws or regulations, our business and reputation may be harmed. If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a U.S. public company, we are subject to U.S. securities laws and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. This requires management to assess and report on the effectiveness of our internal controls over financial reporting in its annual report. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of our internal controls over financial reporting. Our management concluded that our internal controls over financial reporting were effective as of December 31, 2025. See “Item 15. Controls and Procedures.” However, if we fail to maintain effective internal controls over financial reporting in the future, our management and auditors may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level and negatively impact our share price. Maintaining compliance with Section 404 and other Sarbanes-Oxley requirements will require a significant investment of time, resources, and management attention. Our exemption as a “foreign private issuer” from certain rules under the U.S. securities laws will result in less information about us being available to investors than for U.S. companies, which may result in our common shares being less attractive to investors. As a “foreign private issuer” in the United States, we are exempt from certain rules under the U.S. securities laws and are allowed to file less information with the SEC than U.S. companies. Specifically, we are exempt from certain rules under the Exchange Act, that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors, and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies that are not “foreign private issuers” whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD promulgated by the SEC under the Exchange Act, which restricts the selective disclosure of material information. As a result, our shareholders may not have access to information they deem important, which may result in our common shares being less attractive to investors. In addition, in June 2025, the SEC issued a concept release soliciting public comment on potential changes to the definition of “foreign private issuer” under U.S. securities laws. If the SEC were to adopt changes to the “foreign private issuer” definition, we could potentially lose our status as a foreign private issuer. If we were to lose our foreign private issuer status, we would be required to comply with all of the disclosure and procedural requirements applicable to U.S. domestic issuers, including the preparation of financial statements in accordance with U.S. GAAP, more frequent periodic reporting and compliance with Regulation FD. Such compliance would increase our legal, accounting and other expenses and would require our management to devote substantial time and resources to comply with these additional regulatory requirements. Under current Section 16 of the Exchange Act, executive officers and directors of U.S. public companies, as well as beneficial owners of more than 10% of a public company’s equity securities (collectively, “insiders”), are required to publicly report transactions in company securities within two business days. We, as an FPI, are not currently covered by such requirements. However, the recently enacted “Holding Foreign Insiders Accountable Act” extends Section 16 reporting requirements to directors and officers of FPIs. As a result, our executive officers and directors are required to report transactions in respect of our equity securities starting on March 18, 2026. Compliance with these disclosure requirements may result in increased expenses and require the Company’s management to devote time and resources to comply with such regulatory requirements. If our executive officers and directors fail to comply with such disclosure requirements, they may be subject to penalties, and their reputation may be harmed, which in turn may have a negative impact on our business, reputation and the market price of our common shares. 37 Table of Contents Our ability to pay dividends is restricted under Luxembourg law Our articles of association and the Luxembourg law of August 10, 1915, on commercial companies as amended from time to time (loi du 10 août 1915 sur les sociétés commerciales telle que modifiée), require a general shareholders meeting to approve any dividend distribution, except as set forth below. Our ability to declare dividends under Luxembourg corporate law is subject to the availability of distributable earnings or available reserves, including, among other things, a share premium. Moreover, we may not be able to declare and pay dividends more frequently than annually. As permitted by Luxembourg corporate law, our articles of association authorize the declaration of dividends more frequently than annually by the board of directors in the form of interim dividends so long as the amount of such interim dividends does not exceed total net profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less the aggregate of the prior financial year’s accumulated losses, the amounts to be set aside for the reserves required by Luxembourg law or by our articles of association for the prior financial year, and the estimated tax due on such earnings. We are a holding company and rely on our subsidiaries to distribute funds to us in order to meet our financial obligations and to make dividend payments, which they may not be able to do. As a holding company, our subsidiaries conduct all of our operations, and we own no material assets other than the equity interests in them. As a result, our ability to make dividend payments depends on our subsidiaries and their capacity to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by covenants included in most of the concession agreements in which we act as concessionaires, such as the AA2000 Concession Agreement, the Uruguayan Concession Agreements, the Armenian Concession Agreement, the Italian Concession Agreements, and the Brazilian Concession Agreements, or by the financing agreements we have entered into, or by applicable laws and regulations in their respective jurisdictions of incorporation, including, for example, foreign exchange controls on the inflow and outflow of foreign currency flows. See “Item 3. Key Information—Risk Factors— Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations.” See also “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” If we are unable to obtain funds from our subsidiaries, we will be unable to distribute dividends. Furthermore, we currently do not intend to seek funds from any other sources to pay dividends. Our shareholders may face more challenges in protecting their interests compared to shareholders of a U.S. corporation, which could adversely impact the trading of our common shares and our ability to pursue equity financings. Our corporate affairs are governed by our articles of association and the laws of Luxembourg, including the laws governing public limited liability companies (sociétés anonymes). The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. In addition, the laws governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg laws and regulations in respect of corporate governance matters may not be as protective nor offer the same level of protection for minority shareholders as state corporation laws do in the United States. Therefore, our shareholders may find more difficulty challenging in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. Neither our articles of association nor Luxembourg law provide for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer. 38 Table of Contents Holders of our common shares may not be able to exercise their pre-emptive subscription rights and may suffer dilution of their shareholding in the event of future common share issuances. Under Luxembourg law, our shareholders benefit from a pre-emptive subscription right on the issuance of common shares for cash consideration. However, shareholders may, at a general shareholders’ meeting and in accordance with Luxembourg law and our articles of association, waive or suppress and authorize the board to waive, suppress or limit any shareholders’ pre-emptive subscription rights provided by Luxembourg law to the extent the board deems such waiver, suppression or limitation advisable for any issuance or issuances of common shares within the scope of our authorized share capital prior to the pricing for a period starting on May 23, 2023 and ending on the fifth anniversary of such date, regardless of the date of publication of the deed granting or renewing such authorization in the Luxembourg Official Gazette (Recueil Electronique des Sociétés et Associations, “RESA”), which period may be renewed for one or several periods of up to five years. Such common shares may be issued above, at or below market value as well as by way of incorporation of available reserves (including, among other things, a share premium). In addition, a shareholder may not be able to exercise the shareholder’s pre-emptive right on a timely basis or at all, unless the shareholder complies with the requirements set forth under Luxembourg corporate law and applicable laws in the jurisdiction in which the shareholder is resident, particularly in the United States. As a result, the shareholding of such shareholders may be materially diluted in the event common shares are issued in the future. Moreover, in the case of an increase in capital by a contribution in kind, no pre-emptive rights of the existing shareholders exist. We are organized under the laws of Luxembourg and it may be difficult for you to obtain or enforce judgments or bring original actions against us or our executive officers and directors in the United States. We are organized under the laws of Luxembourg. The majority of our assets are located outside the United States. Furthermore, the majority of our directors and officers and some experts named in this annual report reside outside the United States and a substantial portion of their assets are located outside the United States. Investors may not be able to effect service of process within the United States upon us or these persons or to enforce judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Furthermore, Luxembourg law does not recognize a shareholder’s right to bring a derivative action on behalf of the company, except in limited cases. Minority shareholders holding securities entitled to vote at the general meeting and holding at least 10.0% of the voting rights of the company may bring an action against the directors on behalf of the company. Minority shareholders holding at least 10.0% of the voting rights of the company may also ask the directors questions in writing concerning acts of management of the company or one of its subsidiaries, and if the company fails to answer these questions within one month, these shareholders may apply to the Luxembourg courts to appoint one or more experts instructed to submit a report on these acts of management. As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment in civil or commercial matters obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures (exequatur). The enforceability in Luxembourg courts of judgments rendered by U.S. courts will be subject prior to any enforcement in Luxembourg to the procedure and the conditions set forth in the Luxembourg procedural code, which conditions may include the following as of the date of this annual report (which may change): ● the judgment of the U.S. court is final and enforceable (exécutoire) in the United States; ● the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance with both Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules); ● the U.S. court has applied to the dispute the substantive law that would have been applied by Luxembourg courts; ● the judgment was granted following proceedings where the counterparty had the opportunity to appear and, if it appeared, to present a defense, and the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant; 39 Table of Contents ● the U.S. court has acted in accordance with its own procedural laws; ● the judgment of the U.S. court does not contravene Luxembourg international public policy; and ● the U.S. court proceedings were not of a criminal or tax nature. We indemnify our directors for and hold them harmless against all claims, actions, suits, or proceedings brought against them, subject to limited exceptions. The rights and obligations among or between us and any of our current or former directors and officers will be generally governed by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provisions in an action brought in the United States under U.S. federal or state securities laws, such provisions could make enforcing judgments obtained outside Luxembourg more difficult to enforce against our assets in Luxembourg or jurisdictions that would apply Luxembourg law. Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws. As a company organized under the laws of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg insolvency laws in the event any insolvency proceedings are initiated against us including, among other things, Council Regulation (EC) No. 2015/848 of May 20, 2015, on insolvency proceedings (recast), as amended. Should courts in another European country determine that the insolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws. Holders generally will be subject to a 15.0% withholding tax on payment of dividend distributions made on the common shares under current Luxembourg tax law. Under current Luxembourg tax law, payments of dividends made on the common shares are in principle subject to a 15% Luxembourg withholding tax. However, certain exemptions or reductions to the withholding tax may apply, but it will be up to the holders to claim any available refunds from the Luxembourg tax authorities. For more information on the taxation implications, see “Item 10. Additional Information—Taxation—Luxembourg Tax Considerations.” We are subject to complex tax rules in various jurisdictions, and our interpretation and application of these rules may differ from those of relevant tax authorities, which could result in a liability to material additional taxes, interest, and penalties. We operate in several territories making us liable for taxes in several jurisdictions. The tax rules to which the Company and its subsidiaries are subject are complex, and our interpretation and application of these rules may differ from those of the relevant tax authorities. A challenge by a tax authority in these circumstances might require us to incur costs in connection with litigation against the relevant tax authority or to reach a settlement with the tax authority and could result in additional taxes, interests and penalties. Additionally, dividends and other intra-group payments made by our subsidiaries may be subject to withholding taxes imposed by the jurisdiction in which the entity making the payment is organized or tax resident. Unless these taxes are fully creditable or refundable, such payments may increase the amount of tax paid by us. Although the Company and its subsidiaries organize their affairs to minimize the incurrence of such taxes, there can be no assurance that we will succeed. Holders of our common shares who sell or transfer common shares representing 10% or more of our equity may be subject to Argentine capital gains tax under Argentine tax law. Under Argentine tax law, non-Argentine residents who sell or transfer shares or other participations in foreign entities, which shares were acquired after January 1, 2018, may be subject to capital gains tax in Argentina if (i) 30% or more of the value of the foreign entity is derived from assets located in Argentina and (ii) the shares being sold or transferred represent 10% or more of the equity interests of such foreign entity. Therefore, any non-Argentine resident holders of our common shares who sell or transfer common shares representing 10% or more of our equity interests, may be subject to the Argentine capital gains tax. The foregoing will apply unless Argentina does not have the taxing power to tax such capital gain under a tax treaty or the transfer is made within the same economic group. See “Item 10. Additional Information—Taxation—Argentine Tax Considerations.” ​ 40 Table of Contents

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.” ​

Our discussion and analysis of our results of operations and financial condition are based upon our Audited Consolidated Financial Statements, which have been prepared in accordance with IFRS. Our operating and financial review and prospects should be read in conjunction with our Audited Consolidated Financial Statements, the accompanying notes thereto and other financial information appearing elsewhere in this annual report. A. OPERATING RESULTS Factors Affecting Our Results of Operations A number of factors have a significant impact on our business and results of operations, the most important of which are passenger traffic levels and air traffic operations, fluctuations in exchange rates in the currencies in which we operate, our capital investment plans and regulations. Passenger Traffic Levels and Air Traffic Operations 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. Aeronautical revenue within our airports is directly dependent on aircraft movements. In addition, our commercial revenues depend significantly on the number of passengers passing through terminals, as well as on the nature of the traffic. For example, international passenger traffic generates more commercial revenue than domestic traffic. In 2025, air traffic increased 9.8% in terms of number of passengers, increased 6.4% in terms of aircraft movements, and increased 1.4% in terms of cargo volume handled. In 2024, air traffic decreased 2.7% in terms of number of passengers, decreased 3.0% in terms of aircraft movements, and increased 7.5% in terms of cargo volume handled. In 2023, air traffic increased 23.7% in terms of number of passengers, increased 15.1% in terms of aircraft movements, and increased 7.9% in terms of cargo volume. 122 Table of Contents Fluctuations in Exchange Rates in the Currencies in which We Operate Our primary foreign currency exposure gives rise to market risks associated with exchange rate movements of the Argentine peso, the Brazilian real, the euro, the Uruguayan peso and the Armenian dram against the U.S. dollar; and the Euro against the Argentine peso and the Armenian dram. See “Item 11. Quantitative and Qualitative Disclosure about Market Risk—Exchange Rate Risk.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Closing Exchange Rate ​ Average Exchange Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % change ​ ​ ​ ​ ​ ​ ​ ​ ​ % change ​ ​ ​ ​ ​ ​ against prior ​ ​ ​ ​ ​ against prior ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ year ​ 2025 ​ ​ ​ 2024 ​ year UYU 39.04 44.01 (11.3) % 41.06 40.14 2.3 % BRL 5.50 6.19 (11.1) % 5.59 5.39 3.6 % EUR 1.18 1.04 13.1 % 1.13 1.08 4.4 % ARS 1,455.0 1,032.0 41.0 % 1,245.01 915.17 36.0 % AMD 381.36 396.56 (3.8) % 386.86 392.70 (1.5) % ​ Our Capital Investment Plans We are in negotiations to implement infrastructure development plans in Italy and Armenia. We and the Italian aviation authority (ENAC) are currently in discussions to develop a €576 million infrastructure plan for the Florence and Pisa Airports. Subject to further discussions and approvals as per the Italian regulatory framework, it is expected that this plan would include a total investment of €440 million between 2025 and 2030 in the Florence Airport, including the expansion and renovation of existing terminal (approximately 45,000 square meters in 2030 and a new runway of approximately 2,200 meters in length); and a total investment of €136 million between 2025 and 2028 in the Pisa Airport, including the expansion of the existing terminal by approximately 7,500 square meters and the renovation of about 12,000 square meters of existing terminal areas, as well as the restructuring/expansion of the existing aircraft parking area. In Armenia, we submitted to the Armenian Government a new master plan including a capital investment program of U.S.$425 million to be executed by 2033, covering infrastructure development, operational enhancements, and long-term capacity at Zvartnots International Airport. The master plan shall be updated every five years. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.” Regulations Fees for aeronautical services are established under the terms of the relevant concession agreement, and the regulatory framework of the governmental authority in each jurisdiction where we operate. Our concession agreements establish or otherwise regulate the rates that we may charge to aircraft operators and passengers for aeronautical services, including fees for landing and transit of aircraft, departing passenger fees, and fees for aircraft parking. Some of our concession agreements also allow us to charge additional fees to passengers for services such as security and reduced mobility assistance, among others. These fees are invoiced to users of our airport infrastructure, principally airlines using our airports, either from their general revenue or as collected directly from airline passengers. Our Segments We currently have six reportable segments: Argentina, Italy, Brazil, Uruguay, Ecuador and Armenia. See Note 4 to our Audited Consolidated Financial Statements and “Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services.” The elimination of any intersegment revenues and other significant intercompany operations are included in the “Intrasegment Adjustments” column. 123 Table of Contents Our Associates Under the terms of the concession agreement for the operation of the Galapagos Airport (the “Galapagos Concession Agreement”), the net profits generated by ECOGAL must be transferred entirely to the Dirección General de Aviación Civil. Because we are not entitled to receive dividends from the operations of ECOGAL, we record our percentage ownership interest in the shareholders’ equity of ECOGAL in “Investments in associates” and we account for our results of operations for ECOGAL under the equity method as “share of loss in associates.” Certain of the operational information provided below with respect to passenger composition, cargo volume and aircraft movements includes results of ECOGAL. Revenue and expense information on a per segment basis for Ecuador includes the results of TAGSA but does not include the results of ECOGAL. In December 2023, CAAP acquired 100% of the issued share capital of Navinten S.A. (“Navinten”), a non-listed company based in Uruguay which operates the duty free shops in the Uruguayan airports. In December 2023, CAAP decreased its participation in Navinten to 49% after (i) selling a 10% of its participation in the company, and (ii) approving the issuance of new shares of Navinten, thus losing the control of Navinten, which became an associated company. Macroeconomic Conditions Argentina has historically been subject to inflation. The National Statistic and Census Institute (“INDEC”) reported an inflation increase of 31.5% in 2025, 117.8% in 2024 and 211.4% in 2023. See “Item 3. Key Information—D. Risk Factors—Continuing high inflation may impact the Argentine economy and adversely affect our results of operations.” We have determined that, as of July 1, 2018, the Argentine economy qualifies as a hyperinflationary economy therefore according to the guidelines of the IAS 29, our financial statements for periods ending after that date should be adjusted by applying a general price index and expressed in the measuring unit at the end of the reporting period and then such financial information to be translated into the presentation currency at the prevailing exchange rate. See Note 2 to our Audited Consolidated Financial Statements. See “Item 3. Key Information—Risk Factors—Continuing high inflation may impact the Argentine economy and adversely affect our results of operations.” Likewise, our Argentine subsidiaries are operating in an economical context where main variables have recently experienced strong volatility as a consequence of political and economic uncertainties, both in national and international environments. Considering this situation, we continue to assess the evolution of variables in order to identify the unforeseen potential impacts that could affect the Company’s business and performance. 124 Table of Contents Our Passenger Traffic, Cargo Volume and Aircraft Movements Our revenue is highly dependent on air traffic levels. Passenger traffic in our airports is composed of international, domestic and transit passengers. In 2025, 2024, and 2023, approximately 51.3%, 51.9%, and 56.3% respectively, of the passengers were domestic passengers, approximately 39.4%, 38.9%, and 35.0%, respectively, of our passengers were international passengers, and approximately 9.3%, 9.2%, and 8.8%, respectively, of our passengers were transit passengers. The majority of our aircraft movements consist of commercial airline traffic, which drives a substantial portion of our passenger traffic. General aviation, which includes private jets, is the second largest category of aircraft movements, but does not significantly contribute to passenger traffic. Cargo is generally transported through commercial aircraft movements, and to a lesser extent, through cargo flights. The principal factor affecting our cargo volume is macroeconomic conditions in the local and regional markets. The following table sets forth certain statistical data relating to our total passenger traffic, cargo volume and aircraft movements for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ % change ​ ​ ​ ​ ​ ​ ​ % change ​ ​ ​ ​ ​ ​ ​ % change ​ ​ ​ ​ against prior ​ ​ ​ against prior ​ ​ ​ against prior ​ ​ ​ 2025 ​ year ​ 2024 ​ year ​ 2023 ​ year ​ Domestic Passengers (in millions) ​ 44.5 ​ 8.6 % 41.0 ​ (10.3) % 45.7 ​ 20.9 % International Passengers (in millions) ​ 34.1 ​ 11.0 % 30.8 ​ 8.4 % 28.4 ​ 32.9 % Transit passengers (in millions) 8.0 11.3 % 7.2 1.7 % 7.1 10.1 % Total passengers (in millions) 86.7 9.8 % 79.0 (2.7) % 81.1 23.7 % Cargo volumes (in thousands of tons) 403.7 1.4 % 398.0 7.5 % 370.2 7.9 % Total aircraft movements (in thousands) 876.4 6.4 % 823.7 (3.0) % 849.5 15.1 % ​ 125 Table of Contents Our Passenger Traffic, Cargo Volume and Aircraft Movements, per Segment Set forth below is a summary (including our unconsolidated operations) of the passenger composition, cargo volume and aircraft movements for each of our segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ ​ ​ ​ ​ ​ ​ Against ​ ​ ​ ​ ​ Against ​ ​ ​ ​ ​ Against ​ ​ ​ 2025 ​ % of Total ​ Prior Year ​ 2024 ​ ​ ​ % of Total ​ Prior Year ​ 2023 ​ % of Total ​ Prior Year ​ Argentina ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic Passengers (in millions) ​ 30.6 ​ 68.7 % 10.2 % 27.8 ​ 67.7 % (9.1) % 30.5 ​ 66.8 % 26.9 % International Passengers (in millions) ​ 15.4 ​ 45.0 % 17.4 % 13.1 ​ 42.5 % 11.6 % 11.7 ​ 41.3 % 36.2 % Transit passengers (in millions) ​ 1.5 ​ 18.4 % 14.7 % 1.3 ​ 17.9 % (8.6) % 1.4 ​ 19.9 % 27.7 % Total passengers (in millions) 47.4 54.7 % 12.6 % 42.1 53.4 % (3.5) % 43.7 53.8 % 29.3 % Cargo volume (in thousands of tons) 214.8 53.2 % 3.5 % 207.5 52.1 % 8.2 % 191.8 51.8 % 5.6 % Aircraft movements (in thousands) 481.7 55.0 % 7.1 % 449.7 54.6 % (1.9) % 458.6 54.0 % 19.2 % Italy ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic Passengers (in millions) 2.0 4.5 % 7.3 % 1.9 4.5 % 7.6 % 1.7 3.8 % 9.6 % International Passengers (in millions) 7.8 22.8 % 8.7 % 7.2 23.3 % 11.6 % 6.4 22.7 % 25.7 % Transit passengers (in millions) 0.0 0.1 % 38.5 % 0.0 0.1 % 14.7 % 0.0 0.1 % 64.8 % Total passengers (in millions) 9.8 11.3 % 8.4 % 9.0 11.4 % 10.7 % 8.2 10.1 % 21.9 % Cargo volume (in thousands of tons) 12.6 3.1 % (3.7) % 13.0 3.3 % 0.7 % 12.9 3.5 % (13.2) % Aircraft movements (in thousands) 88.7 10.1 % 7.9 % 82.2 10.0 % 5.5 % 77.9 9.2 % 13.1 % Brazil ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic Passengers (in millions) 9.6 21.5 % 5.8 % 9.0 22.0 % (16.9) % 10.9 23.8 % 8.4 % International Passengers (in millions) 0.9 2.5 % 20.0 % 0.7 2.4 % 12.4 % 0.6 2.3 % 38.7 % Transit passengers (in millions) 6.3 78.2 % 8.9 % 5.8 79.9 % 3.2 % 5.6 78.7 % 6.2 % Total passengers (in millions) 16.7 19.3 % 7.6 % 15.5 19.7 % (9.2) % 17.1 21.1 % 8.6 % Cargo volume (in thousands of tons) 62.3 15.4 % (5.0) % 65.6 16.5 % (1.5) % 66.6 18.0 % 15.2 % Aircraft movements (in thousands) 150.8 17.2 % 5.3 % 143.2 17.4 % (9.6) % 158.4 18.6 % 9.5 % Uruguay ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic Passengers (in millions) 0.0 0.0 % 100.6 % 0.0 0.0 % (5.4) % 0.0 0.0 % 23.9 % International Passengers (in millions) ​ 2.3 ​ 6.6 % 2.9 % 2.2 ​ 7.1 % 13.8 % 1.9 ​ 6.8 % 34.9 % Transit passengers (in millions) 0.0 0.4 % (23.1) % 0.0 0.7 % 114.6 % 0.0 0.3 % 219.8 % Total passengers (in millions) 2.3 2.6 % 2.5 % 2.2 2.8 % 14.9 % 2.0 2.4 % 35.8 % Cargo volume (in thousands of tons) 35.5 8.8 % 10.0 % 32.3 8.1 % 3.5 % 31.2 8.4 % (2.9) % Aircraft movements (in thousands) 34.0 3.9 % 4.5 % 32.5 4.0 % 1.7 % 32.0 3.8 % 14.8 % Armenia ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic Passengers (in millions) — — ​ — ​ — — ​ — ​ — — ​ — ​ International Passengers (in millions) 5.6 16.4 % 5.0 % 5.3 17.3 % (1.8) % 5.4 19.1 % 46.8 % Transit passengers (in millions) 0.2 2.0 % 507.8 % 0.0 0.4 % — ​ — — ​ — ​ Total passengers (in millions) 5.8 6.6 % 7.5 % 5.4 6.8 % (1.3) % 5.4 6.7 % 46.8 % Cargo volume (in thousands of tons) 42.8 10.6 % 1.2 % 42.2 10.6 % 24.8 % 33.9 9.1 % 45.0 % Aircraft movements (in thousands) 42.9 4.9 % 7.5 % 39.9 4.8 % (9.6) % 44.1 5.2 % 25.4 % Ecuador(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic Passengers (in millions) 2.4 5.3 % 1.1 % 2.3 5.7 % (8.3) % 2.6 5.6 % 19.5 % International Passengers (in millions) 2.3 6.6 % 0.4 % 2.3 7.4 % 2.1 % 2.2 7.8 % 9.5 % Transit passengers (in millions) 0.1 0.8 % (18.4) % 0.1 1.1 % 11.2 % 0.1 1.0 % 4.0 % Total passengers (in millions) 4.7 5.4 % 0.4 % 4.7 5.9 % (3.3) % 4.8 6.0 % 14.5 % Cargo volume (in thousands of tons) 35.8 8.9 % (4.1) % 37.3 9.4 % 10.4 % 33.8 9.1 % 1.7 % Aircraft movements (in thousands) 78.4 8.9 % 3.0 % 76.1 9.2 % (3.0) % 78.5 9.2 % 2.0 % (1) We have included ECOGAL’s operational data, although its results of operations are not consolidated. ​ 126 Table of Contents Our Revenue from Continuing Operations We classify our revenue in the following categories: (i) aeronautical revenue, (ii) commercial revenue, (iii) construction service revenue and (iv) other revenue. Our consolidated revenue does not include revenue of ECOGAL (Galapagos Airport) operations for the years ended December 31, 2025, 2024, and 2023, as it was accounted for under the equity method. Our total consolidated revenue for the years ended December 31, 2025, 2024 and 2023 is summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions ​ ​ ​ % of Total ​ (in millions ​ ​ ​ % of Total ​ (in millions ​ ​ ​ % of Total ​ ​ of U.S.$) ​ Revenue ​ of U.S.$) ​ Revenue ​ of U.S.$) ​ Revenue Aeronautical revenue 934.7 47.6 % 876.7 47.6 % 644.5 46.0 % Non-aeronautical Revenue ​ ​ ​ ​ ​ ​ ​ Commercial revenue 813.1 41.4 % 738.7 40.1 % 603.7 43.1 % Construction service revenue 205.8 10.5 % 223.4 12.1 % 144.7 10.3 % Other Revenue 8.5 0.4 % 4.5 0.2 % 7.2 0.5 % Total consolidated revenue 1,962.1 100.0 % 1,843.3 100.0 % 1,400.0 100.0 % ​ Our Expenses from Continuing Operations Our expenses from continuing operations are cost of services, selling, general and administrative expenses, financial loss, inflation adjustments, other expense, and income tax. Other reportable expenses consist of impairment loss/ (reversal) and other operating expenses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions ​ ​ ​ % of Total ​ (in millions ​ ​ ​ % of Total ​ (in millions ​ ​ ​ % of Total ​ ​ of U.S.$) ​ Expenses ​ of U.S.$) ​ Expenses ​ of U.S.$) ​ Expenses Cost of services 1,272.4 69.3 % 1,237.3 74.9 % 914.7 66.1 % Selling, general and administrative expenses 220.2 12.0 % 198.1 12.0 % 138.7 10.0 % Financial loss 244.0 13.3 % (110.3) (6.7) % 406.6 29.4 % Inflation adjustment 11.1 0.6 % 21.3 1.3 % 40.5 2.9 % Other expense 13.1 0.7 % 7.0 0.4 % (93.4) (6.8) % Income tax expense 75.0 4.1 % 298.8 18.1 % (24.2) (1.8) % Total expenses 1,835.6 100.0 % 1,652.2 100.0 % 1,382.8 100.0 % ​ Cost of Services Our cost of services is composed primarily of salaries and social security contributions, construction service cost, maintenance, airport concession fees, the amortization of intangible assets, service fees, cost of fuel, royalties, fees and easements, airport operation costs and other miscellaneous items. Selling, General and Administrative Expenses from Continuing Operations Our selling, general and administrative expenses consist primarily of taxes, salaries and social contributions, depreciation and amortization, utility services, office expenses, repair and replacement provisions, maintenance costs, advertising expenses, insurance costs, aircraft charter service costs, costs related to security, healthcare and firefighters, bad debt charges and other miscellaneous items. 127 Table of Contents Financial Loss from Continuing Operations Our financial loss consists primarily of interest expense, net foreign exchange loss, adjustments with respect to our Brazilian operations and other expenses. Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ (in millions of U.S.$) Income from continuing operations 257.7 307.9 226.5 Financial income (68.3) (71.4) (101.6) Financial loss 244.0 (110.3) 406.6 Inflation adjustment 11.1 21.3 40.5 Income tax expense 75.0 298.8 (24.2) Depreciation and amortization 208.4 182.5 130.0 Adjusted EBITDA 727.8 628.7 677.7 Construction services revenue (205.8) (223.4) (144.7) Construction services cost 193.5 216.8 138.3 Adjusted EBITDA excluding Construction Services 715.5 622.2 671.3 ​ See “Presentation of Financial Information—Non-IFRS Information—Adjusted EBITDA and Adjusted EBITDA excluding Construction Services.” 128 Table of Contents Summary Consolidated Results of Operations The following table sets forth a summary of our consolidated results of operations, as well as the percentage change of each category from the prior year for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ ​ % of Change ​ ​ ​ % of Change ​ ​ ​ ​ ​ (in millions ​ ​ ​ against ​ (in millions ​ ​ ​ against ​ (in millions ​ ​ ​ ​ ​ of U.S.$) ​ prior year ​ of U.S.$) ​ prior year ​ of U.S.$) ​ Aeronautical revenue ​ 934.7 ​ 6.6 % 876.7 ​ 36.0 % 644.5 ​ Non-aeronautical Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial revenue 813.1 10.1 % 738.7 22.4 % 603.7 Construction service revenue 205.8 (7.9) % 223.4 54.3 % 144.7 Other Revenue 8.5 90.0 % 4.5 (37.7) % 7.2 Total consolidated revenue 1,962.1 6.4 % 1,843.3 31.7 % 1,400.0 Cost of Services ​ ​ ​ ​ ​ Concession fees 220.6 4.8 % 210.6 34.8 % 156.2 Depreciation and amortization 197.4 12.7 % 175.1 41.6 % 123.7 Cost of fuel 114.0 15.5 % 98.7 (12.7) % 113.1 Salaries and social security contributions 245.3 (2.6) % 251.8 35.4 % 185.9 Taxes 5.0 (7.4) % 5.4 129.8 % 2.4 Maintenance expenses 181.0 3.2 % 175.3 59.4 % 110.0 Construction service costs 193.5 (10.8) % 216.8 56.8 % 138.3 Services and fees 67.9 (2.9) % 69.9 23.4 % 56.6 Office expenses 14.6 (9.2) % 16.0 64.5 % 9.7 Others 33.0 87.3 % 17.6 (6.0) % 18.8 Total Cost of Services 1,272.4 2.8 % 1,237.3 35.3 % 914.7 Salaries and Social Security contributions ​ 53.1 15.2 % 46.1 39.6 % 33.0 Depreciation and amortization ​ 11.0 49.6 % 7.4 16.6 % 6.3 Services and fees ​ 49.4 8.9 % 45.3 14.2 % 39.7 Taxes ​ 63.9 0.8 % 63.4 71.3 % 37.0 Maintenance expenses 6.6 167.7 % 2.5 16.4 % 2.1 Advertising 6.4 (1.3) % 6.5 320.1 % 1.5 Office expenses 9.9 12.6 % 8.8 81.2 % 4.9 Insurance 3.2 18.5 % 2.7 (5.0) % 2.8 Bad debts recovery (3.8) (13.5) % (4.4) 29.1 % (3.4) Bad debts 11.2 25.6 % 8.9 78.2 % 5.0 Other 9.3 (15.3) % 11.0 13.3 % 9.7 Total selling, general and administrative expenses 220.2 11.2 % 198.1 42.9 % 138.7 Impairment reversal/(loss) of non-financial assets (0.3) ​ 100.0 % — ​ (100.0) % 102.8 Other operating income 31.8 ​ (31.5) % 46.4 ​ (53.9) % 100.6 Other operating expense (12.7) ​ 83.1 % (7.0) ​ (26.3) % (9.5) Operating income 488.3 ​ 9.2 % 447.3 ​ (17.3) % 540.6 Share of income/(loss) in associates 31.1 ​ n.m. ​ (1.0) ​ (114.0) % 7.1 Income before financial results and income tax 519.4 ​ 16.4 % 446.3 ​ (18.5) % 547.7 Financial income 68.3 ​ (4.3) % 71.4 ​ (29.7) % 101.6 Financial loss (244.0) ​ (321.2) % 110.3 ​ (127.1) % (406.6) Inflation adjustment (11.1) ​ (47.9) % (21.3) ​ (47.6) % (40.5) Income before income tax 332.7 ​ (45.2) % 606.7 ​ 200.0 % 202.2 Income tax expense (75.0) ​ (74.9) % (298.8) ​ n.m. ​ 24.2 Income for the year 257.7 ​ (16.3) % 307.9 ​ 36.0 % 226.5 Attributable to Owners of the parent 247.7 ​ (12.4) % 282.7 ​ 18.0 % 239.5 Non-controlling interest 10.0 ​ (60.4) % 25.2 ​ (293.6) % (13.0) n.m. = not meaningful. 129 Table of Contents Our Revenue by Segment Set forth below is a summary of the total revenue for each of our reportable segments (including the intra-segment adjustments related to reportable segments): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions ​ ​ ​ % of Total ​ (in millions ​ ​ ​ % of Total ​ (in millions of ​ ​ ​ % of Total ​ ​ of U.S.$) ​ Revenue ​ of U.S.$) ​ Revenue ​ U.S.$) ​ Revenue Argentina 1,069.5 54.5 % 1,043.9 56.6 % 640.6 45.5 % Italy 170.4 8.7 % 138.8 7.5 % 133.4 9.6 % Brazil 118.5 6.0 % 111.1 6.0 % 110.6 7.9 % Uruguay 192.2 9.8 % 185.7 10.1 % 157.0 11.3 % Armenia 296.3 15.1 % 252.8 13.7 % 252.5 18.1 % Ecuador(1) 114.4 5.8 % 110.3 6.0 % 105.2 7.5 % Unallocated 0.7 0.0 % 0.7 0.0 % 0.7 0.1 % Total consolidated revenue(1) (2) 1,962.1 100.0 % 1,843.3 100.0 % 1,400.0 100.0 % (1) We account for the results of operations of ECOGAL using the equity method. (2) We account for the results of operations of Navinten using the equity method. 130 Table of Contents Revenue Classification by Segment Set forth below is a summary of the aeronautical revenue and non-aeronautical revenue, including commercial services revenue, construction service revenue and other revenue from continuing operations, for each of our segments, including the intra-segment adjustments related to reportable segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions of U.S.$) Argentina ​ ​ ​ Aeronautical revenue 545.5 ​ 512.2 296.4 Non-aeronautical Revenue ​ ​ ​ ​ Commercial revenue 400.6 ​ 376.1 251.2 Construction service revenue 123.5 ​ 155.6 93.0 Other revenue — ​ — — Total revenue 1,069.5 ​ 1,043.9 640.6 Italy ​ ​ ​ ​ Aeronautical revenue 77.4 ​ 70.8 70.1 Non-aeronautical Revenue ​ ​ ​ Commercial revenue 54.4 47.2 39.9 Construction service revenue 30.2 16.4 16.2 Other revenue 8.5 4.4 7.2 Total revenue 170.4 138.8 133.4 Brazil ​ ​ ​ Aeronautical revenue 44.9 40.8 45.7 Non-aeronautical Revenue ​ ​ ​ Commercial revenue 72.8 68.8 64.8 Construction service revenue 0.8 1.5 0.2 Other revenue — — — Total revenue 118.5 111.1 110.6 Uruguay ​ ​ ​ Aeronautical revenue 84.4 81.0 65.4 Non-aeronautical Revenue ​ ​ ​ Commercial revenue 75.2 66.7 59.8 Construction service revenue 32.5 37.9 31.7 Other revenue 0.0 0.0 0.0 Total revenue 192.2 185.7 157.0 Armenia ​ ​ ​ Aeronautical revenue 101.2 90.5 88.5 Non-aeronautical Revenue ​ ​ ​ Commercial revenue 178.8 150.5 160.4 Construction service revenue 16.4 11.8 3.6 Other revenue — — — Total revenue 296.3 252.8 252.5 Ecuador ​ ​ ​ Aeronautical revenue 81.3 81.4 78.3 Non-aeronautical Revenue ​ ​ ​ Commercial revenue 30.7 28.7 26.9 Construction service revenue 2.5 0.1 0.0 Other revenue — — — Total revenue 114.4 110.3 105.2 Unallocated ​ ​ ​ Aeronautical revenue — — — Non-aeronautical Revenue ​ ​ ​ Commercial revenue 0.7 0.6 0.7 Construction service revenue — — — Other revenue 0.0 0.1 0.0 Total revenue 0.7 0.7 0.7 Total consolidated revenue ​ 1,962.1 1,843.3 1,400.0 ​ 131 Table of Contents Our Expenses by Segment Set forth below is a summary of our total expenses from continuing operations by segment which consists of cost of services, selling general and administrative expenses and other operating expenses, including the intra-segment adjustments related to reportable segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ (in millions ​ ​ ​ % of Total ​ ​ ​ (in millions ​ ​ ​ % of Total ​ ​ ​ (in millions ​ ​ ​ % of Total ​ ​ of U.S.$) ​ Expenses(1) ​ of U.S.$) ​ Expenses(1) ​ of U.S.$) ​ Expenses(1) Argentina 838.3 55.7 % 841.0 58.3 % 481.9 45.3 % Italy 132.8 8.8 % 106.1 7.4 % 104.8 9.9 % Brazil 82.3 5.5 % 82.9 5.7 % 90.9 8.6 % Uruguay 134.0 8.9 % 128.3 8.9 % 112.8 10.6 % Armenia 200.7 13.3 % 171.8 11.9 % 171.8 16.2 % Ecuador 85.1 5.7 % 80.3 5.6 % 76.9 7.2 % Unallocated 32.1 2.1 % 31.9 2.2 % 23.7 2.2 % Total expenses 1,505.3 100.0 % 1,442.4 100.0 % 1,062.8 100.0 % (1) Excludes income tax expense, financial loss, impairment loss/ (reversal). ​ 132 Table of Contents Expenses Classification by Segment Set forth below is a table of our total expenses from continuing operations, consisting of costs of services and selling, general and administrative expenses and other operating expenses for each of our segments, including the intra-segment adjustments related to reportable segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ (in millions of U.S.$) Argentina ​ ​ ​ Cost of Services 713.8 735.2 419.6 Selling, General and Administrative Expenses 114.5 100.5 55.0 Other operating expenses 10.0 5.2 7.3 Total Expenses 838.3 841.0 481.9 Italy ​ ​ ​ Cost of Services 119.0 93.3 91.6 Selling, General and Administrative Expenses 13.8 12.8 13.1 Other operating expenses — — — Total Expenses 132.8 106.1 104.8 Brazil ​ ​ ​ Cost of Services 71.9 71.8 79.3 Selling, General and Administrative Expenses 10.3 10.7 11.1 Other operating expenses 0.0 0.4 0.5 Total Expenses 82.3 82.9 90.9 Uruguay ​ ​ ​ Cost of Services 107.7 106.9 93.4 Selling, General and Administrative Expenses 25.1 21.2 18.9 Other operating expenses 1.1 0.3 0.5 Total Expenses 134.0 128.3 112.8 Armenia ​ ​ ​ Cost of Services 179.4 154.7 156.5 Selling, General and Administrative Expenses 19.7 16.2 14.3 Other operating expenses 1.6 1.0 1.0 Total Expenses 200.7 171.8 171.8 Ecuador ​ ​ ​ Cost of Services 68.9 63.9 62.3 Selling, General and Administrative Expenses 16.2 16.4 14.6 Other operating expenses 0.0 0.0 0.0 Total Expenses 85.1 80.3 76.9 Unallocated ​ ​ ​ Cost of Services 11.6 11.6 11.9 Selling, General and Administrative Expenses 20.4 20.3 11.7 Other operating expenses — 0.0 0.0 Total Expenses 32.1 31.9 23.7 ​ Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 Revenue from Continuing Operations Our revenue was U.S.$1,962.1 million for the year ended December 31, 2025, a 6.4% increase from U.S.$1,843.3 million for the year ended December 31, 2024. This increase in revenue of U.S.$118.9 million was principally derived from the revenue increase of U.S.$43.5 million in Armenia, U.S.$31.7 million in Italy, U.S.$25.6 million in Argentina, U.S.$7.4 million in Brazil, U.S.$6.5 million in Uruguay and U.S.$4.2 million in Ecuador. 133 Table of Contents Argentina Revenue from Argentina was U.S.$1,069.5 million for the year ended December 31, 2025, a 2.5%, or U.S.$25.6 million increase as compared to U.S.$1,043.9 million for the year ended December 31, 2024. This increase in revenues was mainly the outcome of: ● an increase of U.S.$33.3 million, or 6.5%, in aeronautical revenue mainly due to an increase in international passenger traffic and an increase in domestic passenger traffic and the increase in domestic tariffs that we are entitled to charge under the concessions. This increase was partially offset by the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. ● an increase of U.S.$24.5 million, or 6.5%, in commercial revenue derived mainly from (i) the increase of cargo revenue as a result of the increase in cargo volumes and tariffs adjustments, (ii) the increase in parking facilities derived from the increase in passenger traffic and the increase in tariff partially offset by the depreciation of Argentine Peso against the U.S. dollar, and (ii) higher passenger related revenues including VIP Lounge and other commercial revenue. This increase was partially offset by the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. ● a decrease of U.S.$32.2 million, or 20.7%, in construction services revenue mainly associated with the decrease of the construction works we performed at Argentina Airports, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Argentina” and impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. Italy Revenue from Italy was U.S.$170.4 million for the year ended December 31, 2025, a 22.8% or U.S.$31.7 million increase as compared to U.S.$138.8 million for the year ended December 31, 2024. This increase in revenue was mainly the result of: (i) an increase of U.S.$13.8 million, or 83.9%, in construction service revenue mainly associated with the construction works we performed at Pisa Terminal, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Italy,” (ii) an increase of U.S.$7.2 million, or 15.2%, in commercial revenue associated with parking facilities, food and beverage services, VIP lounges, duty free, car rental, among others, derived from the increase in passenger traffic, and (iii) an increase of U.S.$6.7 million, or 9.4%, in aeronautical revenue due to the increase in passenger traffic. Brazil Revenue from Brazil was U.S.$118.5 million for the year ended December 31, 2025. a 6.7% or U.S.$7.4 million increase, as compared to U.S.$111.1 million for the year ended December 31, 2024. This increase was mainly due to (i) an increase of U.S.$4.1 million, or 10.1%, in aeronautical revenue derived from the increase in passenger traffic and (ii) an increase of U.S.$4.0 million, or 5.8%, in commercial revenue mainly associated with VIP lounges derived from the increase in passenger traffic, rental of space derived from increase in variable concession fee and new clients and increase in Cargo revenue due to increase in tariffs. These increases were partially offset by a decrease of U.S.$0.7 million, or 48.1% in construction service revenue, mainly associated with the construction works we performed in 2024, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Brazil.” Uruguay Revenue from Uruguay was U.S.$192.2 million for the year ended December 31, 2025, a 3.5% or U.S.$6.5 million increase, compared to U.S.$185.7 million for the year ended December 31, 2024. This increase was mainly derived from (i) an increase of U.S.$8.5 million, or 12.7%, in commercial revenue mainly associated with (a) the increase in cargo as a result of the increase in cargo volumes and (b) duty free shops, VIP lounges, among others, derived from the increase in passenger traffic, (ii) an increase of U.S.$3.4 million, or 4.2%, in aeronautical revenue due to the increase in passenger traffic and the increase in tariffs that we are entitled to charge under the concessions. This increase in revenue was partially offset by a decrease in construction service revenue of U.S.$5.4 million, or 14.2%, mainly associated with the construction works we performed at the Uruguay New Airports in 2024, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Uruguay.” 134 Table of Contents Ecuador Revenue from Ecuador was U.S.$114.4 million for the year ended December 31, 2025, a 3.8% or U.S.$4.2 million increase, as compared to U.S.$110.3 million for the year ended December 31, 2024. This increase was mainly due to: (i) an increase of U.S.$2.4 million in construction service revenue mainly associated with the construction works we performed on the runways of certain of our airports in Ecuador, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Ecuador,” and (ii) an increase of U.S.$1.9 million, or 6.7%, in commercial revenue mainly associated with duty free shops and retail derived from the new contract conditions, which increase the percentage of the concession fee. Armenia Revenue from Armenia was U.S.$296.3 million for the year ended December 31, 2025, a 17.2% or U.S.$43.5 million increase, as compared to U.S.$252.8 million for the year ended December 31, 2024. This increase in revenue was mainly derived from: (i) an increase of U.S.$28.4 million, or 18.9%, in commercial revenue mainly due to (a) the increase in the sale of fuel at our Armenian airports and (b) the increase in VIP lounges and duty free shops associated to the increase in passenger traffic, (ii) an increase of U.S.$10.6 million, or 11.7%, in aeronautical revenue mainly derived from the increase in passenger traffic and (iii) an increase of U.S.$4.5 million, or 38.2%, in construction service revenue mainly associated with certain capital expenditures in the year, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Armenia.” Unallocated Our unallocated revenue comprised a non-significant amount of commercial revenue for the years ended December 31, 2025 and 2024. Cost of Services from Continuing Operations Cost of services increased 2.8% to U.S.$1,272.4 million for the year ended December 31, 2025, compared to U.S.$1,237.3 million for the year ended December 31, 2024. This increase in cost of services of U.S.$35.0 million was derived from the U.S.$25.7 million in Italy, U.S.$24.7 million in Armenia, U.S.$5.0 million in Ecuador, U.S.$0.8 million in Uruguay, U.S.$0.1 million in Brazil. This increase was partially offset by the decrease in cost of services of U.S.$21.4 million in Argentina. The sum of the cost of services reported for each of our segments¸ including the intra-segment adjustments related to reportable segments, equals the total amount of consolidated cost of services as per the statement of income. Argentina Cost of services from Argentina was U.S.$713.8 million for the year ended December 31, 2025, a 2.9% or U.S.$21.4 million decrease, as compared to U.S.$735.2 million for the year ended December 31, 2024. This decrease in cost of services was primarily due to the decrease in construction services costs, and salaries and social security contributions, in all cases associated with the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. This decrease was partially offset by the increase in concession fees that we were required to pay the concessionaire as a consequence of the increase in revenue. Depreciation and amortization included in cost of services was U.S.$128.8 million for the year ended December 31, 2025, a 17.4% or U.S.$19.1 million increase, from U.S.$109.7 million for the year ended December 31, 2024, associated with the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. Italy Cost of services from Italy was U.S.$119.0 million for the year ended December 31, 2025, a 27.5% or U.S.$25.7 million increase, as compared to U.S.$93.3 million for the year ended December 31, 2024. This increase in cost of services was mainly due to: (i) the increase of construction services cost mainly associated with the construction works we performed at Pisa Terminal, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Italy;” (ii) the increase of other cost of services due to other construction related cost; and (iii) salaries and social security contributions due to the (a) increase in the number of employees related to the increase in airport operations, (b) the salary updates derived from the renewal of collective bargaining agreements applicable to the sector and (c) the appreciation of the Euro against de U.S. Dollar. 135 Table of Contents Depreciation and amortization included in cost of services was U.S.$8.2 million for the year ended December 31, 2025, a 9.7% or U.S.$0.7 million increase, from U.S.$7.5 million for the year ended December 31, 2024. Brazil Cost of services from Brazil was U.S.$71.9 million for the year ended December 31, 2025, a 0.2% or U.S.$0.1 million increase, as compared to U.S.$71.8 million for the year ended December 31, 2024. This increase in cost of services was mainly due to the increase in services and fees due to services outsourcing and fees adjustments partially offset by (i) the decrease in salaries and social security contribution derived from the group operating the Natal airport until February 18, 2024, date on which the operation was transferred to the new concessionaire following the Re-bidding of the Natal Airport, and (ii) the decrease in construction service costs, associated with the construction works we performed in 2024, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Brazil.” Depreciation and amortization included in cost of services was U.S.$11.4 million for the year ended December 31, 2025, a 2.0% or U.S.$0.2 million decrease, from U.S.$11.2 million for the year ended December 31, 2024. Uruguay Cost of services from Uruguay was U.S.$107.7 million for the year ended December 31, 2025, a 0.8% or U.S.$0.8 million increase, as compared to U.S.$106.9 million for the year ended December 31, 2024. This increase in cost of services was mainly due to: (i) the increase in salaries and social contributions due to the increase in airport operations, the increase in the number of employees related to the Uruguay New Airports and the salary updates derived from the renewal of collective agreements applicable to the sector, (ii) the increase in maintenance expenses due to the increase in airport operations and the Uruguay New Airports, and (iii) the increase in concession fees that we were required to pay the concessionaire as a consequence of the increase in revenue. This increase in cost of services was partially offset by the decrease in construction services cost incurred in connection with the works performed at the Uruguay New Airports in 2024. Depreciation and amortization included in cost of services was U.S.$9.2 million for the year ended December 31, 2025, an 8.1% or U.S.$0.7 million increase, from U.S.$8.5 million for the year ended December 31, 2024. Ecuador Cost of services from Ecuador was U.S.$68.9 million for the year ended December 31, 2025, a 7.9% or U.S.$5.0 million increase, as compared to U.S.$63.9 million for the year ended December 31, 2024. This increase in cost of services was mainly a consequence of (i) the increase in maintenance expenses derived from maintenance works that were not completed in 2024 and had to be postponed to 2025 and (ii) the increase in construction service cost mainly associated with the construction works we performed at runway, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Ecuador.” Depreciation and amortization included in cost of services was U.S.$5.7 million for the year ended December 31, 2025, and remained stable compared to U.S.$5.7 million for the year ended December 31, 2024. Armenia Cost of services from Armenia was U.S.$179.4 million for the year ended December 31, 2025, a 16.0% or U.S.$24.7 million increase, as compared to U.S.$154.7 million for the year ended December 31, 2024. This increase in cost of services was mainly due to: (i) the increase in cost of fuel due to the increase in aircraft movements and (ii) the increase in construction service costs incurred in connection with certain capital expenditures in the year, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Armenia.” Depreciation and amortization included in cost of services was U.S.$22.5 million for the year ended December 31, 2025, a 7.0% or U.S.$1.5 million increase, from U.S.$21.0 million for the year ended December 31, 2024. Unallocated Our unallocated cost of services mainly contain the depreciation and amortization of U.S.$11.6 million for the year ended December 31, 2025, which remained stable, compared to U.S.$11.6 million for the year ended December 31, 2024. 136 Table of Contents Gross Profit from Continuing Operations Based on the above, our gross profit increased by 13.8% or U.S.$83.7 million to a gain of U.S.$689.8 million for the year ended December 31, 2025, compared to a gain of U.S.$605.9 million for the year ended December 31, 2024. Selling, General and Administrative Expenses from Continuing Operations Selling, general and administrative expenses increased by 11.2% to U.S.$220.2 million for the year ended December 31, 2025 compared to U.S.$198.1 million for the year ended December 31, 2024. This increase of U.S.$22.1 million primarily derived from the increase of U.S.$14.0 million in Argentina, U.S.$4.0 million in Uruguay, U.S.$3.5 million in Armenia, and U.S.$1.0 million in Italy. This increase was partially offset by a decrease of U.S.$0.3 million in Brazil and U.S.$0.2 million in Ecuador. The sum of the selling, general and administrative expenses reported for each of our segments (including the intra-segment adjustments related to reportable segments) equals the total amount of consolidated selling, general and administrative expenses as per the statement of income. Argentina Selling, general and administrative expenses from Argentina were U.S.$114.5 million for the year ended December 31, 2025, a 13.9% or U.S.$14.0 million increase, as compared to U.S.$100.5 million for the year ended December 31, 2024. This increase in selling, general and administrative expenses was primarily due to, (i) the increase in salaries and social contribution derived from the impact of the increase in airport operations and salary updates derived from the renewal of collective agreements applicable to the sector, (ii) the increase in bad debts, mostly derived from customers with delays in collections, and (iii) taxes due to the increase in revenue. This increase in selling, general and administrative expenses was partially offset by the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. Depreciation and amortization included in selling, general and administrative expenses was U.S.$4.2 million for the year ended December 31, 2025, a 254.5% or U.S.$3.0 million increase from U.S.$1.2 million for the year ended December 31, 2024. Italy Selling, general and administrative expenses from Italy were U.S.$13.8 million for the year ended December 31, 2025, a 7.6% or U.S.$1.0 million increase as compared to U.S.$12.8 million for the year ended December 31, 2024. This increase was mainly associated to services and fees due to the increase in gas and electricity fees. Depreciation and amortization included in selling, general and administrative expenses was U.S.$3.2 million for the year ended December 31, 2025, a 3.1% or U.S.$0.1 million decrease from U.S.$3.1 million for the year ended December 31, 2024. Brazil Selling, general and administrative expenses from Brazil were U.S.$10.3 million for the year ended December 31, 2025, a 3.1% or U.S.$0.3 million decrease as compared to U.S.$10.7 million for the year ended December 31, 2024. This decrease was mainly associated to services and fees derived from a provision reversal of legal fees related to litigation regarding the concession fee owed in 2022. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Brazilian Proceedings—Inframérica Concessionária do Aeroporto de Brasilia S.A. (“ICAB”)—Administrative Proceedings.” Our depreciation and amortization included in selling, general and administrative expenses for Brazil during the year ended December 31, 2025 remained stable when compared to the year ended December 31, 2024. Uruguay Selling, general and administrative expenses from Uruguay were U.S.$25.1 million for the year ended December 31, 2025, a 18.9% or U.S.$4.0 million increase as compared to U.S.$21.2 million for the year ended December 31, 2024. This increase was mainly due to the increase in other selling, general and administrative expenses associated to security services as a result of more traffic activity, and the increase in VIP lounge expenses and airlines commissions derived from the increase in passenger traffic. Depreciation and amortization included in selling, general and administrative expenses was U.S.$1.3 million for the year ended December 31, 2025, a 28.3% or U.S.$0.3 million increase from U.S.$1.0 million for the year ended December 31, 2024. 137 Table of Contents Ecuador Selling, general and administrative expenses from Ecuador were U.S.$16.2 million for the year ended December 31, 2025, a 1.1% or U.S.$0.2 million decrease as compared to U.S.$16.4 million for the year ended December 31, 2024, which was mainly due to a decrease in taxes as a consequence of the decrease in payment of a mandatory contribution for the security of the country made in 2024. Depreciation and amortization included in selling, general and administrative expenses was U.S.$1.7 million for the year ended December 31, 2025, a 22.5% or U.S.$0.3 million increase from U.S.$1.4 million for the year ended December 31, 2024. Armenia Selling, general and administrative expenses from Armenia were U.S.$19.7 million for the year ended December 31, 2025, a 21.9% or U.S.$3.5 million increase as compared to U.S.$16.2 million for the year ended December 31, 2024. This increase was mainly due to (i) the increase in taxes mainly due to an increase in the rate of property tax, (ii) the increase in services and fees due to higher management expenses and (iii) the increase in salaries derived from the salary updates. Depreciation and amortization included in selling, general and administrative expenses was U.S.$0.3 million for the year ended December 31, 2025, suffered non-significant variations compare from U.S.$0.3 million for the year ended December 31, 2024. Unallocated Unallocated selling, general and administrative expenses were U.S.$20.4 million for the year ended December 31, 2025, remained stable when compared to U.S.$20.3 million for the year ended December 31, 2024. Our depreciation and amortization included in unallocated selling, general and administrative expenses during the year ended December 31, 2025 the year ended December 31, 2024. Impairment reversal/(Loss) of non-financial assets from Continuing Operations For the year ended December 31, 2025, we recorded an impairment of non-financial assets of U.S.$0.3 million. No impairment was recorded for the year ended December 31, 2024. Other Operating Income from Continuing Operations Other operating income decreased by 31.5% or U.S.$14.6 million to U.S.$31.8 million for the year ended December 31, 2025, compared to U.S.$46.4 million for the year ended December 31, 2024. This decrease was mainly due to a decrease of U.S.$15.7 million in re-equilibrium requested under the Brazilian Concession Agreements in connection with the COVID-19 pandemic effects (see Note 8 to our Audited Consolidated Financial Statements). This variation was partially offset by an increase in the grants to AA2000 for U.S.$1.3 million for the development of airport infrastructure derived from the increase in revenues. Other Operating Expenses from Continuing Operations Other operating expenses increased by 83.1% or U.S.$5.8 million to U.S.$12.7 million for the year ended December 31, 2025, compared to U.S.$7.0 million for the year ended December 31, 2024. This increase was mainly due to the increase of U.S.$4.8 million in Argentina subsidiary AA2000 mainly due to disposal of intangible assets caused by damage to airport facilities. Operating Income from Continuing Operations As a result of the foregoing, our operating income increased by 9.2% or U.S.$41.0 million to a gain of U.S.$488.3 million for the year ended December 31, 2025, compared to a gain of U.S.$447.3 million for the year ended December 31, 2024. 138 Table of Contents Share of (Loss)/ Income in Associates from Continuing Operations Our share of (loss)/income in associated companies increased by U.S.$32.1 million to a gain of U.S.$31.1 million for the year ended December 31, 2025, compared to a loss of U.S.$1.0 million for the year ended December 31, 2024, derived from the effect of the Kuntur Wasi award. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Peruvian Proceedings.” Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services We evaluate the performance of each of our segments based on Adjusted EBITDA, which is defined, with respect to each segment, as net income before financial income, financial loss, income tax expense, and depreciation and amortization for such segment. “Adjusted Segment EBITDA excluding Construction Services” only differs with the Adjusted Segment EBITDA measure by excluding the Construction Services margin (construction services revenue and construction services cost). See “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” Therefore, each segment’s Adjusted Segment EBITDA measure equals the segment’s operating income plus the segment’s share of losses in associates plus the segment’s depreciation and amortization included in each segment’s cost of services and selling, general and administrative expenses, as further discussed in the respective sections above. The sum of each segment’s Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services equals the total reportable segment Adjusted EBITDA and Adjusted EBITDA excluding Construction Services. See “Presentation of Financial Information—Non-IFRS Information—Adjusted EBITDA and Adjusted EBITDA excluding Construction Services.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ % of Total ​ Change ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ reportable ​ against ​ ​ ​ ​ ​ reportable ​ ​ ​ ​ segment ​ prior year ​ % Change ​ ​ ​ segment ​ ​ (in millions ​ Adjusted ​ (in millions ​ Against ​ (in millions ​ Adjusted ​ ​ ​ ​ of U.S.$) ​ ​ ​ EBITDA ​ ​ ​ of U.S.$) ​ ​ ​ prior year ​ ​ ​ of U.S.$) ​ ​ ​ EBITDA Argentina ​ 388.8 ​ 54.9 % 53.5 ​ 16.0 % 335.3 ​ 52.3 % Italy 49.3 7.0 % 5.0 11.4 % 44.3 6.9 % Brazil 51.0 7.2 % (10.5) (17.1) % 61.5 9.6 % Uruguay 66.2 9.4 % 2.2 3.5 % 64.0 10.0 % Armenia 119.1 16.8 % 16.4 16.0 % 102.7 16.0 % Ecuador 33.3 4.7 % (0.4) (1.2) % 33.7 5.3 % Total reportable segment Adjusted EBITDA ​ 707.7 100.0 % 66.3 10.3 % 641.4 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of Total ​ ​ ​ ​ reportable ​ against ​ ​ ​ ​ ​ reportable ​ ​ ​ ​ ​ segment ​ prior year ​ % Change ​ ​ ​ segment ​ ​ (in millions ​ Adjusted ​ (in millions ​ Against ​ (in millions ​ Adjusted ​ ​ of U.S.$) ​ EBITDA ​ of U.S.$) ​ prior year ​ of U.S.$) ​ EBITDA Argentina ​ 388.5 ​ 55.9 % 53.5 ​ 16.0 % 335.0 ​ 52.8 % Italy 37.8 5.4 % (0.6) (1.5) % 38.3 6.0 % Brazil 51.0 7.3 % (10.5) (17.1) % 61.5 9.7 % Uruguay 66.2 9.5 % 2.2 3.5 % 64.0 10.1 % Armenia 118.6 17.1 % 16.3 15.9 % 102.3 16.1 % Ecuador 33.3 4.8 % (0.4) (1.2) % 33.7 5.3 % Total reportable segment Adjusted EBITDA excluding construction services 695.4 100.0 % 60.5 9.5 % 634.9 100.0 % ​ 139 Table of Contents Income before Financial Results and Income Tax from Continuing Operations Our income before financial results and income tax decreased by 16.4% or U.S.$73.1 million, to an income of U.S.$519.4 million for the year ended December 31, 2025, compared to an income of U.S.$446.3 million for the year ended December 31, 2024. Financial Income from Continuing Operations Our financial income decreased by 4.3% to U.S.$68.3 million for the year ended December 31, 2025, compared to financial income of U.S.$71.4 million for the year ended December 31, 2024. This decrease of U.S.$3.1 million in financial income was primarily due to the decrease in interest income mainly derived from the decrease in interest rates from the financial investments in our subsidiaries in Argentina, partially offset by an increase in interest income in unallocated mainly derived from the increase in financial investments. This variation was partially offset by higher foreign exchange income mainly in our subsidiaries in Argentina due to higher devaluation of the Argentine peso, compared to the U.S. dollar, than inflation in 2025 compared with lower devaluation of the Argentine peso, compared to the U.S. dollar, than inflation in 2024. Financial Loss from Continuing Operations Our financial loss was a loss of U.S.$244.0 million for the year ended December 31, 2025, compared to a gain of U.S.$110.3 million for the year ended December 31, 2024. This increase of U.S.$354.3 million in financial loss was primarily due to the increase in foreign exchange expenses mainly in our Argentina subsidiaries, due to higher devaluation of the Argentine peso against the U.S. dollar compared to inflation in 2025, compared to a lower devaluation of the Argentine peso, compared to the U.S. dollar compared to inflation in 2024. This was partially offset by the decrease in interest expenses mainly in AA2000 due to a decrease in outstanding debt. Inflation adjustment from Continuing Operations Our inflation adjustment was a loss of U.S.$11.1 million for the year ended December 31, 2025, a 47.9% or U.S.$10.2 million decrease, compared to inflation adjustment loss of U.S.$21.3 million for the year ended December 31, 2024, due to the application of IAS 29 and the translation mechanism in our Argentine subsidiaries. Income before Income Tax from Continuing Operations As a result of the foregoing, our income before income tax decreased by 45.2%, or U.S.$274.1 million, to U.S.$332.7 million for the year ended December 31, 2025, compared to an income of U.S.$606.7 million for the year ended December 31, 2024. Income Tax from Continuing Operations Income tax loss was U.S.$75.0 million for the year ended December 31, 2025, a 74.9% or U.S.$223.9 million, decrease compared to income tax loss of U.S.$298.8 million recorded for the year ended December 31, 2024. This U.S.$223.9 million decrease in income tax expense was primarily due to the decrease in loss in deferred income tax due to (i) the higher consumption of tax losses carried forward in 2024 mainly due to a higher tax inflation adjustment, and (ii) a write-off of deferred tax assets made in our Brazilian subsidiary, ICAB, as a consequence of uncertainties in the recoverability of the assets in 2024; and an increase in gain in deferred income tax in Uruguay due to temporary differences in fixed assets. Income from Continuing Operations As a result of the foregoing, our income from continuing operations decreased by 16.3% to U.S.$257.7 million for the year ended December 31, 2025, compared to the income from continuing operations of U.S.$307.9 million for the year ended December 31, 2024. Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 A comparison of the years ended December 31, 2024 and 2023 has been omitted from this annual report, but may be found in “Item 5. Operating and Financial Review and Prospects” of our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 27, 2025. 140 Table of Contents Capital Expenditures by Segment Argentina Under the terms of our AA2000 Concession Agreement, AA2000 is required to make capital expenditures in accordance with an investment plan. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Investment Plan.” In 2025, we spent U.S.$123.7 million on capital expenditures in Argentina, primarily for (i) runway rehabilitation at Río Cuarto Airport; (ii) expansion and remodeling of the passenger terminal at Formosa Airport; (iii) comprehensive renovation of the passenger terminal at Tucuman Airport; (iv) expansion of the PSA inspection checkpoint in the domestic flights area at Aeroparque Airport; and (v) new international passenger terminal at San Juan Airport. In 2024, we spent U.S.$155.7 million on capital expenditures in Argentina, primarily for (i) remodeling and expansion of the passenger terminal at Río Hondo Airport; (ii) new plaza on the waterfront, expansion of the PSA inspection point, and relocation of the apron at Aeroparque Airport; and (iii) New VIP lounge at Ezeiza Airport. In 2023, we spent U.S.$93.3 million on capital expenditures in Argentina, primarily for (i) construction of a new departure terminal building at the Ezeiza Airport; (ii) expansion and remodeling of the passenger terminal at Termas de Rio Hondo Airport; (iii) remodeling the Aeroparque Airport mainly for exterior improvements such as sidewalks, landscaping and coastal filling; (iv) remodeling work of the passenger terminal at San Juan Airport; and (v) power supply to the Control Tower and Rehabilitation of Alpha Taxiing at Resistencia Airport. During the next five years, AA2000 expects to incur additional capital expenditures as set forth under the Technical Conditions for Extension of the AA2000 Concession Agreement executed in December 2020. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Technical Conditions of the Extension.” Italy Under the terms of our Italian Concession Agreements, TA is required to present a long-term master plan for each individual airport. 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.” In 2025, TA spent U.S.$31.0 million on intangible assets and U.S.$3.1 million in property, plant and equipment, investments (“PPE”), respectively. Intangible works focused primarily on works for the expansion of Pisa terminal, terminal fireproof adaptation in Pisa, the design of new Florence terminal, the update of the master plan and the environmental impact assessment of Florence and software. PPE investments focused primarily on passengers with reduced mobility (PRM) equipment and Ground Power Units for aircraft equipment. In 2024, TA spent U.S.$16.6 million on intangible assets and U.S.$2.6 million in property, plant and equipment, investments, respectively. Expenses with intangible assets focused primarily on works for the expansion of Pisa terminal, new refrigeration system in Pisa, the design of new Florence terminal, apron reconfiguration in Florence, the update of the master plan and the environmental impact assessment of Florence and terminal fireproofing adaptation in Florence. PPE investments focused primarily on the purchase of motor vehicles, passengers with reduced mobility (PRM) equipment, equipment for removal of damaged aircraft and hardware. In 2023, TA spent U.S.$16.5 million on intangible assets and U.S.$1.0 million in PPE, respectively. Intangible works focused primarily on preparatory works and designs for the expansion of the Pisa terminal, the design of Florence Airport new terminal, the update of the master plan and the environmental impact assessment of Florence and redevelopment of commercial area in Pisa airport. PPE investments focused primarily on vehicles, hardware and equipment for metal detectors. 141 Table of Contents In partnership with the Italian aviation authority, we have developed an investment plan for Florence Airport to invest approximately €480 million in capital expenditures and extraordinary maintenance repairs (between 2025 and 2030) of which €440 million related to the master plan. Currently, this airport cannot service long-haul flights given the short length of its runway. Additionally, since the runway was built in the direction of the prevailing wind, and there are orographic obstacles along the same direction, Florence Airport has a relatively high number of flight cancellations due to adverse weather conditions. Plans are underway to build a new runway and expand the existing passenger terminal. During the next five years, we expect that our subsidiary TA will incur these capital expenditures, subject to final approval of the Florence master plan. We expect that €150 million to be invested in connection with the new runway and terminal works to be assumed by the national institutions. CAAP and the Italian Government are currently in discussions to develop a €576 million infrastructure plan for both the Florence and Pisa Airports during the period 2025-2030. Subject to further discussions and approvals as per the Italian regulatory framework, it is expected that this plan would include, for the same period: Florence Airport: ● Amount: €440 million, of which approximately €290 million is expected to be financed with free cash flow and new borrowing by TA, and the remaining to be financed with sovereign grants. ● Timing of execution: expected to be between 2025 and 2030. ● The plan is expected to include the expansion and renovation of the existing terminal (approximately 45,000 square meters in 2030, compared to the actual surface of approximately 19,420 square meters), and a new runway of approximately 2,200 meters. Pisa Airport: ● Amount: €136 million, which is expected to be entirely financed with free cash flow and new borrowing by TA. ● Timing of execution: between 2025 and 2030. ● The plan is expected to include the expansion of the existing terminal by approximately 7,500 square meters and the renovation of about 12,000 square meters of existing terminal areas (existing terminal area is approximately 32,115 square meters), as well as the reconfiguration/expansion of the existing aircraft parking area. Brazil 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. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Brazil—Brasilia Concession Agreement—Master Development Program.” In 2025, we spent U.S.$2.8 million on capital expenditures at the Brasilia Airport, primarily for improvements to access roads to enhance traffic flow in line with the master plan, acquisition of new servers, upgrades to the north pier boarding bridges, expansion of the international mezzanine, and construction of the premium parking facility. In 2024, we spent U.S.$2.6 million on capital expenditures at the Brasilia Airport, primarily for inclusion of a new international boarding bridge, renovation of the control tower, implementation of SAP Hana, adaptation of the external area for the provision of space to vehicle rental companies, acquisition of no breaks for electrical power substations and renovation of the landing and boarding runway. In 2023, we spent U.S.$1.6 million on capital expenditures at the Brasilia Airport, primarily for expansion of the VIP lounge and paving of the landing and take-off runway. During the next five years, ICAB expects to incur additional mandatory investments in the amount of U.S.$3.0 million with respect to the Brasilia Airport. With respect to optional expenditures, ICAB may incur optional capital expenditures in relation to the development of the commercial area at the Brasilia Airport. In connection with the development of this new commercial area at the Brasilia Airport, we are moving forward with the adjusted, lower-capital intensive model, that we believe will encompass a mix of commercial offerings funded and operated by third parties. We expect to receive a percentage of the net operating income derived from the operation of this area. 142 Table of Contents Uruguay Under the terms of the Carrasco Concession Agreement, the relevant concessionaire is required to present a revised master development program for approval by the Ministry of National Defense every five years. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—Amendment to the Carrasco Concession Agreement—Master Plan.” In 2025, we spent U.S.$38.8 million on capital expenditures, primarily for new Instrument Landing System (ILS) category IIIb, and TUMO Center. In 2024, we spent U.S.$30.3 million on capital expenditures, primarily for the National System of International Airports SINAI. In 2024, we also spent U.S.$5.0 million on capital expenditures at the Punta del Este Airport, primarily for extension of general aviation terminal, equipment for radio navigation VOR/DME, biometrics walkways, remodeling of Pilot Lounge, renew of TWR equipment and remodeling of fuel plant. In 2023, we spent U.S.$34.5 million on capital expenditures primarily for the National System of International Airports (SINAI), of which U.S.$11.1 million for the Rivera Airport, U.S.$11 million for the Salto Airport, U.S.$1.7 million for the Carmelo Airport, U.S.$0.8 million for the Melo Airport, U.S.$0.8 million for the Paysandú Airport, U.S.$3.1 million for the Durazno Airport, and U.S.$2.6 million for advanced payments. In 2023, we spent U.S.$2.1 million on capital expenditures at the Punta del Este Airport, primarily for the acquisition of equipment for walkway and check in points and improvement in passenger’s terminal. During the next five years, Puerta del Sur expects to incur additional capital expenditures in the amount of U.S.$56.8 million, as required by contract and U.S.$10.0 million as optional expenditures. Likewise, between 2026 and 2031, and upon execution of the amendment to the Punta del Este Airport Concession Agreement in order to extend the concession term, CAISA expects to incur additional capital expenditures in the amount of U.S.$3.5 million in the Punta del Este Airport, all required by contract. We do not intend to incur any optional expenditures. Ecuador Under the terms of each of our Guayaquil and Galapagos Concession Agreements, the concessionaire is not required to present a master development program. See in “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Ecuador” the “The Guayaquil Concession Agreement—Master Plan” and “The Galapagos Concession Agreement—Master Plan.” Guayaquil Airport In 2025, we spent U.S.$5.2 million on capital expenditures at the Guayaquil Airport primarily for runway maintenance, ambulances, security and CCTV equipment. In 2024, we spent U.S.$4.2 million on capital expenditures at the Guayaquil Airport primarily on aeronautical fire fighting vehicles. In 2023, we spent U.S.$3.3 million on capital expenditures at the Guayaquil Airport, primarily for works related to Addendum Nos. 7 to 10 (works on platforms and the general aviation terminal expansion) of U.S.$2.0 million and the update of body scan and the closed-circuit television equipment. During the next five years, TAGSA expects to incur additional capital expenditures in the amount of U.S.$5.9 million in the Guayaquil Airport, of which U.S.$2.3 million are expenditures required by contract and U.S.$3.6 million are optional expenditures. Galapagos Airport In 2025, we spent U.S.$0.5 million on capital expenditures at the Galapagos Airport, primarily for the renovation of fire protection systems, replacement of VIP lounge service vehicles, checkpoint and departure security expansion. In 2024, we spent U.S.$0.6 million on capital expenditures at the Galapagos Airport, primarily for remodeling the terminal in the arrivals hall and the purchase of machinery. In 2023, we spent U.S.$0.4 million on capital expenditures at the Galapagos Airport, primarily for maintenance of runway and acquisition of safety and fire equipment. 143 Table of Contents During the next five years, ECOGAL expects to incur additional capital expenditures in the amount of U.S.$12 million in the Galapagos Airport, all of which are expenditures required by contract. The results of the negotiations between ECOGAL and DGAC resulted in an agreement that outlines the terms under which the addendum should be executed, which is subject to a sustainability and fiscal risk report and approval by the Ministry of Economy and Finance of Ecuador. In December 2025, the Ministry of Economy and Finance issued a favorable report on fiscal risks and authorized DGAC to enter into Addendum No. 4. Armenia Under the terms of our Armenian Concession Agreement, AIA is required to present a master development plan for approval by the director of the General Department of Civil Aviation (“GDCA”) every five years. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Armenia—The Armenian Concession Agreement—Master Plan.” In 2025, we spent U.S.$21.1 million at the Zvartnots Airport and U.S.$0.9 million at the Shirak Airport on capital expenditures, primarily for Runway renovation work, taxiway reconstruction, business lounge/new terminal expansion, upgrade of network management tools by Cisco catalyst and server room, acquisition of other property and equipment at Zvartnots Airport, and renovation work at Shirak Airport. In 2024, we spent U.S.$15.5 million at the Zvartnots Airport and U.S.$2.0 million at the Shirak Airport on capital expenditures, primarily for runway renovation works, Taxiway A reconstruction, check-in project, upgrade of baggage handling systems, acquisition of other property and equipment at Zvartnots Airport, and renovation work at Shirak Airport. In 2023, we spent U.S.$6.5 million at the Zvartnots Airport and U.S.$0.6 million at the Shirak Airport on capital expenditures, primarily for the new security system installation, new parking and old parking reconstructions, acquisition of property and equipment at Zvartnots Airport, new hall constructions, and renovation work at Shirak Airport. On January 26, 2026, AIA submitted to Government of the Republic of Armenia a new master plan including a capital investment program of U.S.$425 million to be executed by 2033, covering infrastructure development, operational enhancements, and long-term capacity at Zvartnots International Airport. The master plan shall be updated every five years thereafter. Critical Accounting Policies Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows, and require management to make difficult, subjective or complex judgments, assumptions and estimates about matters that are inherently uncertain or where judgments, assumptions and estimates are significant. Our management bases its estimates on historical experience and other assumptions that it believes are reasonable based upon information available to us at the time that these judgments, assumptions and estimates are made. We continually evaluate our judgments, estimates and assumptions. Our actual results may differ from the judgments, assumptions and estimates made by our management. To the extent that there are material differences between these judgments, assumptions and estimates (on the one hand) and actual results (on the other hand), our future financial statement presentation, financial condition, results of operation and cash flows may be affected. We have prepared our Audited Consolidated Financial Statements in accordance with IFRS and interpretations issued by the International Financial Reporting Interpretations Committee. The Audited Consolidated Financial Statements are presented in U.S. dollars. In order to provide an understanding regarding the manner in which our management forms its judgments about future events, including the variables underlying our judgments, estimates and assumptions, we summarize our critical accounting policies in Note 2 to our Audited Consolidated Financial Statements. Recent Accounting Pronouncements We summarize the recent accounting pronouncements in Note 2 to our Audited Consolidated Financial Statements. B. LIQUIDITY AND CAPITAL RESOURCES General As a holding company with no airport operations of our own, we are primarily dependent on dividends and distributions from our operating subsidiaries as a source of liquidity at the holding company level. Other sources of liquidity also include management fees received from certain subsidiaries. 144 Table of Contents Historically, we have covered most of its liquidity needs with cash flows generated by the operations of our subsidiaries, and through non-recourse debt issued at the subsidiary level secured by the assets of such subsidiary. Occasionally, we have made capital contributions directly into subsidiaries. Part of these capital contributions were required by the relevant concession agreements. The primary use of our liquidity has been to fund operating expenses, our investment commitments under our concession agreements, to service our indebtedness and to make necessary capital expenditures to accommodate increases in total passengers and air traffic movements. The financial condition and liquidity of our operating subsidiaries have been, and we expect will continue to be, influenced by a variety of factors, including: ● our ability to generate cash flows from our operating activities; ● our investment commitments under our investment plan under our concession agreements and additional capital expenditures we decide to make; ● the level of our outstanding indebtedness and the interest that we are obligated to pay on our indebtedness, which affect our net financial expenses; and ● prevailing domestic and international interest rates at the time we incur indebtedness, which affect our debt services requirements. Our ability to generate cash is subject to our performance, general economic conditions, requirements of our concession agreements, industry trends, and other factors. In those operations where our cash and cash equivalents and operating cash flows are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity, or debt financing. If we issue equity securities in order to raise additional funds, substantial dilution to existing shareholders may occur. If we raise cash through the issuance of indebtedness, we may be subject to additional contractual restrictions on our business. We cannot assure you that we would be able to raise additional funds on favorable terms, or at all. Our Brazilian Segment In connection with the BNDES Refinancing (see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness—Brazil—ICAB”), the Majority Shareholder and CAAP have agreed not to create any encumbrances on their shares of Inframerica, and not to sell, acquire, merge or spin-off assets or undertake any other action that results or that may result in a change in the current corporate structure of Inframerica or any change of control in Inframerica, without the prior consent of BNDES. The Majority Shareholder has agreed not to undertake any change of control in CAAP without the prior consent of BNDES. In addition, the Majority Shareholder has agreed to maintain a minimum credit rating (the “Minimum Rating”) or a stand-alone rating (without including the sovereign rating), of at least B-/B3, being in compliance as of December 31, 2025. Additionally, as of December 31, 2021, ICAB did not pay in full the 2021 fixed concession fee and, therefore, was not in compliance with certain covenant under the BNDES Refinancing. For further information on the repayment and related litigation, see “—Liquidity and Capital Resources—Indebtedness—Brazil—ICAB” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Brazilian Proceedings—Inframérica Concessionária do Aeroporto de Brasilia S.A. (“ICAB”)—Administrative Proceedings.” Impact of conflict between Russia and Ukraine The ongoing war between Russia and Ukraine is disrupting international travel from and to Russia and Ukraine. This conflict has, and may continue to, disrupt supply chains, cause instability in the global economy and disrupt international travel from and to Russia affecting the countries generally served by the Company, mainly Armenia. Moreover, there has been an increase in the costs of raw materials and expenses for utilities, which is caused mainly by the conflict. In addition, following Russia’s invasion of Ukraine, several sanctions have been announced against Russia, including, among others, travel bans and asset freezes impacting business and financial organizations in connection with Russia. Wider sanctions and other actions could be imposed if the conflict further escalates. 145 Table of Contents As a result of the above and considering the uncertainty of the extension of the war and the additional measures and sanctions that could be imposed, the full extent to which the war will impact the Company’s business, results of operations, financial position and liquidity is unknown. The Company evaluated the potential risks and identified that the main affected operations could be that of Armenia, considering the current routes on which the group operates. The current routes from Russian airlines were taken over by other airlines. However, the Company is closely monitoring the situation. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Armenia—The ongoing war between Russia and Ukraine has and will likely continue to disrupt air travel routes and passenger flows, which could negatively affect our operational performance and results of operations.” Restrictions on Distribution of Dividends by Certain Subsidiaries Statutory Restrictions The ability of our operating subsidiaries to pay dividends is subject to accounting, tax, debt covenant restrictions, foreign exchange policies in place from time to time in the various countries where we operate, among other restrictions. Given these restrictions, significant cash or cash equivalent balances may be held from time to time at our international operating subsidiaries. In order for operating subsidiaries to pay dividends, they must have positive retained earnings and net income, and enough cash on their balance sheet to make the relevant dividend payments. Subsidiaries must also satisfy requirements under local law to set aside a portion of their net income each year to legal reserves. Additionally, there will be a tax effect because dividends from certain subsidiaries are subject to taxes, as described below. In accordance with Argentine, Italian and Uruguayan company law, our operating subsidiaries incorporated in Argentina, in Italy or in Uruguay, as the case may be, must set aside at least 5% of their net income (determined on the basis of their statutory accounts) in each year to legal reserves, until such reserves equal 20% of their respected issued share capital. As of December 31, 2025, required legal reserves at our Argentine operating subsidiaries amounted to an aggregate of U.S.$25.0 million had been reserved as of such date. As of December 31, 2025, required legal reserves at our Italian subsidiaries amounted to an aggregate of U.S.$7.1 million, which has been fully set aside as of such date. As of December 31, 2025, required legal reserves at our Uruguayan subsidiaries amounted to an aggregate of U.S.$12.6 million, which has been fully set aside as of such date. Argentine Law No. 27,630, published on June 16, 2021, amended the Argentinian income tax law with the introduction of new progressive corporate income tax rates. In 2023, the bracket thresholds were adjusted for inflation based on the consumer price index. Starting January 1, 2026, the progressive rates are as follows: 25% (up to AR$133,514,185.74); 30% (over said amount and up to AR$1,335,141,857.38); and 35% (for net taxable income of AR$1,335,141,857.38 and over). A 7% withholding tax rate is applicable to dividends. This withholding rate applies to distributions made to shareholders qualifying as resident individuals or nonresidents. Therefore, in general, distributions to our Luxembourg parent companies from our Argentine subsidiaries will be subject to Argentine withholding tax. With the combination of the corporate rate and dividend withholding rate on after-tax profit, for fiscal years starting in 2021, the combined tax rate would be between 30.25% and 39.55%, depending on the applicable progressive rate. In accordance with Brazilian law, each of our subsidiaries incorporated in Brazil must allocate 5% of its net profit to form a legal reserve, which may not exceed 20% of its share capital. Also note that on November 27, 2025, Brazil published Law No. 15,270, enacting several tax measures, including the reintroduction of a 10% withholding income tax on dividends paid to non-resident investors (individuals and legal entities), effective since January 1, 2026. Our Brazilian subsidiaries may refrain from allocating resources to the legal reserve during any fiscal year in which the balance of such reserve exceeds 30% of its capital. As of December 31, 2025, we have not formed a legal reserve in our Brazilian subsidiaries due to the lack of net profit in the applicable fiscal years. According to the legal requirements of Armenia and AIA’s charter, AIA is required to create a minimum non-distributable reserve from its retained earnings of an amount equal to 15% of its share capital for the purposes of covering future losses. As of December 31, 2025, required minimum non-distributable reserves for AIA amounted to an aggregate of U.S.$8.1 million, which has been fully set aside as of such date. In accordance with Ecuadorian law, TAGSA must set aside at least 10% of its net income for each year to a legal reserve, until such reserve equals 50% of its issued share capital. As of December 31, 2025, required legal reserves for TAGSA amounted to an aggregate of U.S.$9.0 million, all of which has been set aside as of such date. 146 Table of Contents We believe these restrictions on the distributions of dividends do not materially impact our ability to meet our cash obligations at a holding company level. Contractual Restrictions The ability of our operating subsidiaries to pay dividends is also subject to certain contractual debt covenant restrictions. See “—Indebtedness.” Argentina Foreign Exchange Regulations Although the current administration has announced and implemented several measures to promote foreign investments and deregulate the economy, the foreign exchange restrictions applicable to inflow and outflow of funds into and from Argentina, reinstated since September 2019, are expected to remain in force until the level of reserves of the BCRA is stabilized. Similarly, access to the foreign exchange market (“MLC,” for its Spanish acronym) outflow of funds regarding certain concepts are subject to certain restrictions or BCRA prior clearance. Below is a summary of the main foreign exchange restrictions currently contemplated by the foreign exchange regulations (Communiqué “A” 8307, as amended and supplemented from time to time, the “Foreign Exchange Regulations”) regarding payment of dividends, financial debts and imports. General Requirements to Access to the Foreign Exchange Market As a general rule, and in addition to any rules regarding the specific purpose for access the MLC, certain general requirements must be met by a local company (such as AA2000) for the purchase of foreign currency or its transfer abroad (i.e., payments of imports and other purchases of goods abroad, payment of services rendered by non-residents, remittances of profits and dividends, payment of principal and interest on foreign indebtedness, payments of interest on debts for the import of goods and services, among others) without need of the BCRA’s prior clearance. Among others, the main requirements include the following (the “General Requirements”): (i) only when the client is not a resident individual, not having performed, on the day in which the access to the MLC is required and in the previous 90 calendar days and the commitment not to perform within the subsequent 90 calendar days (the “Blocking Period”), the following transactions (the “Dollarization Transactions”): ● sales of foreign-currency denominated securities in Argentina with settlement in foreign currency; ● exchange of securities issued by a resident for foreign assets; ● transfers of securities to depositories located abroad; ● purchase of securities issued by non-residents with domestic settlement in Pesos; ● purchase of Argentine deposit certificates representing foreign shares (CEDEARs); ● purchase of securities representing private debt issued in a foreign jurisdiction; and/or ● delivery of funds in Pesos or other Argentine assets (other than funds in foreign currency deposited in an Argentine bank account) to any individual or entity, resident or non-resident, affiliated or not, receiving as a previous or subsequent consideration, directly or indirectly, by itself or through an affiliated, controlled or controlling entity, foreign assets, crypto assets or securities deposited in a foreign jurisdiction. 147 Table of Contents (ii) at the time of access to the MLC, all the foreign currency in Argentina must be on deposit at Argentine financial entities and at the beginning of the day on which it requests access to the MLC the payor must have no “liquid external assets” and/or CEDEARs exceeding U.S.$100,000, except to the extent simultaneously applied to make payments allowed under the Foreign Exchange Regulations and unless such “liquid external assets” originate from certain transactions specified in the Foreign Exchange Regulations. In the event that the client holds foreign liquid assets and/or CEDEARs in an amount greater than that, the financial institution may also accept an affidavit from the client confirming that such amount has not been exceeded, considering certain events detailed in the Foreign Exchange Regulations; (iii) commit to repatriate into Argentina and exchange into Argentine pesos through the MLC, within five business days from collection, any funds received under loans granted to third parties, time deposits or for the disposition of assets to the extent that the loans were granted, the deposits constituted, or the assets acquired after May 28, 2020; and (iv) in the event that the customer requesting access to the MLC is a legal entity, submitting a sworn statement indicating: (a) that in the previous 90 calendar days prior to the date requesting access to the MLC, the entity has not delivered Pesos or other local liquid assets to any individual or entity, related or not, except those deliveries directly associated with the ordinary course of business; or (b) in the event of having delivered Argentine pesos or other liquid local assets during the relevant terms indicated by the Foreign Exchange Regulations, the detail of is direct controlling entities and other members of its economic group (without restrictions regarding the activity or location of the respective related parties) and, alternatively, affidavits of: (1) the related entities who have received funds or local liquid assets during the relevant terms established by the Foreign Exchange Regulations, stating that they have not carried out and committing not to carry out Dollarization Transactions and stating that they have not delivered Argentine pesos or other local liquid assets to their direct controlling entities or to other members of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services; or (2) each related person, whether they have received funds or local liquid assets or not, stating, alternatively and during the applicable terms established by the Foreign Exchange Regulations: (x) not having conducted and committing not to conduct Dollarization Transactions; or (y) not having received Argentine pesos or other local liquid assets from the entity accessing the MLC or from any of its affiliates who have received, in turn, funds or local liquid assets from said entity, except those directly associated with regular transactions between residents for the acquisition of goods and/or services. The Foreign Exchange Regulations state that transfers to foreign depositary entities of securities made in connection with a repurchase of debt securities by Argentine residents should not be considered in the affidavits prepared to comply with of the Foreign Exchange Regulations. Transfer of Funds Abroad for Payment of Dividends According to section 3.4.4.1 of the Foreign Exchange Regulations, payment of dividends to non-resident shareholders corresponding to distributable profits arising from audited annual financial statements for years beginning on or after January 1, 2025 is allowed to the extent the General Requirements are complied with and the following conditions are met: (i) the dividends distribution shall arise from audited and approved financial statements; (ii) the aggregate amount to be paid under this concept shall not exceed the amount in Pesos due to the relevant shareholder according to the dividend distribution decided in the shareholders’ meeting; and 148 Table of Contents (iii) the company must have disclosed such capital contributions in the last filing due under the external assets and liabilities survey. Payment of dividends through the MLC corresponding to distributable profits arising from fiscal years prior to January 1, 2025 is subject to compliance with the General Requirements and the following conditions, in addition to the requisites detailed in (i) through (iii) above. (i) the company registers direct capital contributions which were exchanged into Pesos through the MLC since January 17, 2020; (ii) the aggregate amount of the transfers effected for this purpose through the MLC as of January 17, 2020, including the payment requested, shall not exceed a 30% of the value of the new capital contributions in the local company which were repatriated and exchanged into Pesos through the MLC as of the referred date; (iii) the acquisition of foreign currency must be effected after a minimum time period of 30 calendar days as of the exchange into Pesos of the last relevant contribution for the purpose of the computation of the value mentioned in item (ii) above; and (iv) the company must submit to the relevant foreign exchange trader: (a) the document that certify that the contributions were definitively converted into capital; or (b) a certificate of the request of registration of the capital increase made before the competent Public Registry of Commerce, provided that the documents that certify the definitive conversion of the contributions into capital are submitted within 365 calendar days as of said request of registration; and In addition, according to the provisions of the Foreign Exchange Regulations, in case the relevant company is a beneficiary under certain incentive schemes for exporters and oil and gas producers, access to the MLC would also be allowed to transfer dividends abroad. However, as of the date of this annual report, AA2000 is not a beneficiary of the referred schemes. Moreover, the Foreign Exchange Regulations also allow the swap (“canje”) and/or arbitrage (“arbitraje”) with funds deposited in a local account corresponding to principal and interest payments under BOPREAL (i.e., amounts paid by the BCRA under the BOPREAL will be freely available to be transferred abroad), to the extent the requisites established by the Foreign Exchange Regulations are met (see “—BCRA Notes”). As of the date of this annual report, this exception for the payment of dividends abroad was not applied by AA2000. Transfer of Funds Abroad for Payment of Debt The Foreign Exchange Regulations establish the obligation of repatriation and exchange into Argentine pesos through the MLC of external debts disbursed as of September 1, 2019 as a condition for subsequent access to the MLC, (unless certain exceptions are met, such as the case of exchanges, capitalization of interest, or origination and issuance expenses) in order to cancel principal and interest services of said indebtedness. Additionally, as further conditions for such access to the MLC, the transaction must have been declared in the external assets and liabilities survey. In the case of a capital payment of debt securities issued starting on November 8, 2024, made through a transfer abroad, access to the foreign exchange market shall, in addition, only be permitted once at least the following periods have elapsed from the issuance date: (i) 12 months, if the security was issued between November 8, 2024 and April 20, 2025; (ii) 6 months, if the security was issued between April 21, 2025 and May 15, 2025; and (iii) 18 months, if the security was issued on or after May 16, 2025. Subject to the fulfillment of the General Requirements and the obligations described in the previous paragraph, access to the MLC is authorized for the repayment of the financial debt services abroad at their maturity date or up to three business days in advance. It is established that access to the Argentine foreign exchange market for the payment of debt services abroad could also be granted to trustees of trusts established in the country to guarantee the payment of principal and interest services of said debt, to the extent it is verified that the debtor would have had access to the MLC for said payment. 149 Table of Contents Among other cases, Argentine residents are authorized to make payments of services of financial debts abroad or of local debt securities prior to the period allowed by the regulations (three days prior to expiration of the relevant service of principal or interest), subject to fulfillment of the following conditions: (i) it involves external financial debt authorized by the regulations to have access to the MLC for debt repayment purposes, and the related contracts provide for the crediting of funds in escrow accounts for future foreign debt servicing purposes, (ii) the funds acquired are deposited in foreign currency accounts of their ownership opened in local financial institutions constitution of the guarantees in offshore accounts shall only be authorized when this is the sole and exclusive alternative set forth in the financing agreements entered into before August 31, 2019, (iii) the accumulated amounts do not exceed the value of the next debt service, (iv) access is made for a daily amount that does not exceed 20% of the amount set forth in (iii), and (v) the bank must have verified that the indebtedness complies with the exchange regulations by which such access is admitted. Foreign currency funds not used in the cancellation of the committed debt service must be settled in the MLC within 5 business days after the expiration date of the respective debt service. Likewise, among other cases, the Foreign Exchange Regulations also provide that prior approval of the BCRA will not be necessary to access the MLC for pre-payment with more than three business days prior to due date for the payment of principal and interest on financial debts abroad as long as all the following conditions are met: (i) the pre-payment is made simultaneously with the repatriation and exchange into pesos of the proceeds disbursed under new financial debt, (ii) the average life of the new indebtedness is greater than the average remaining life of the debt that is pre-paid, and (iii) the amount of the first principal service of the new indebtedness does not exceed the amount of the first planned future principal service of the debt that is prepaid. In addition, among other cases, no prior consent from the BCRA is required to pre-pay interest of external financial debt in the context of a process of exchange of debt securities with an anticipation of more than three business days, as long as (i) the prepayment is made in the context of an exchange of debt securities issued by the client requesting access to the MLC, (ii) the aggregate amount to be prepaid corresponds to accrued interest until the exchange closing date; (iii) the average life of the new securities is longer than the remaining average life of the securities subject to the exchange; and (iv) the aggregate principal amount of the new securities shall not exceed the aggregate principal amount outstanding under the securities subject to the exchange. In the same line, Section 3.5.1.6 of the Foreign Exchange Regulations eased the requirements for the prepayment of principal and interest on debt securities in the context of refinancing, repurchase and/or redemption. In this regard, such rule allowed those who access the MLC to cancel indebtedness in the context of a refinancing, repurchase and/or redemption simultaneously with the repatriation and exchange into Pesos through the MLC of the proceeds obtained from the issuance of new debt securities, to access the MLC to: (i) pay up to 5% of the principal amount of the debt repurchased or redeemed as repurchase or redemption ‘premium’ to the extent that at least an equivalent amount of the proceeds collected abroad under the issuance of new debt securities was repatriated and exchanged into Pesos through the MLC, (ii) repay interest accrued up to the closing date of the repurchase and/or redemption transaction without being necessary to evidence a settlement of funds through the MLC for an equivalent amount, and (iii) cancel the expenses arising from the issuance of the new debt securities issued and/or the repurchase and/or redemption transaction, without being necessary to evidence a settlement of funds through the MLC for an equivalent amount. For this purpose, Section 3.5.1.6 of the Foreign Exchange Regulations establishes that the requirement of deposit and settlement shall be deemed to have been met for the portion of new debt securities that are delivered as ‘premium’ in the context of an exchange, repurchase and/or early redemption transaction, to the extent that: (i) its nominal value does not exceed 5% of the principal value of the debt being exchanged or repurchased, and (ii) the new debt securities provide for at least 1 (one) year grace period for the payment of principal and extend the average life of the remaining principal of the swapped or repurchased debt by at least 2 (two) years. At the same time, the quota of U.S.$100,000 of available liquid external assets (see “― General Requirements”) is exempted for funds deposited in bank accounts that have been originated during the 60 days prior to the subscription abroad of a new debt security and that will be destined to carry out a refinancing, repurchase and/or early redemption operation of debt securities abroad. 150 Table of Contents Limitations for the repayment of foreign-currency-denominated financial debt – Refinancing Plan The Foreign Exchange Regulations required to submit to the BCRA, a refinancing plan following certain guidelines in order to access the MLC for, the repayment of principal maturing between October 15, 2020 and December 31, 2023, corresponding to external financial indebtedness with non-related parties and foreign-currency-denominated securities issued in the local market (including, in both cases, indebtedness of financial institutions for own operation and excluding borrowings granted or guaranteed by international organizations and official credit agencies) (the “Mandatory Refinancing Rule”). In addition, certain exceptions to the Mandatory Refinancing Rule were contemplated (e.g., repayments through the MLC not exceeding U.S.$2 million were allowed). As of the date of this annual report the relevant maturity dates contemplated by the Mandatory Refinancing were not extended; therefore, the requirement to submit the refinancing plan for principal maturities after December 31, 2023, is not applicable. External financial debt with related parties Subject to certain exceptions and requisites, repayment of principal and interest of external financial debt with related parties is subject to the BCRA’s prior approval. Notwithstanding the foregoing, Section 3.5.6.2 of the Foreign Exchange Regulations allows access to the MLC for the payment of principal of financial debts with related counterparties abroad to the extent the relevant debt has an average life of no less than 180 days, and the proceeds disbursed thereunder were repatriated and exchanged into Pesos through the MLC as of April 21, 2025. Other relevant Foreign Exchange Regulations Blue-Chip Swap Transactions The performance of blue-chip swap transactions can be an alternative lawful mechanism to perform payments abroad. As outflows, the blue-chip swap transactions consist in purchasing securities in an Argentine market and, afterwards, selling those securities in a foreign market (obtaining foreign currency outside of Argentina). The implicit exchange rate applicable to this type of transactions is higher with respect to the official foreign exchange rate. According to the Foreign Exchange Regulations, the performance of this type of transactions by companies or individuals who regularly access to the MLC triggers the Blocking Period, except in the case of transactions performed with BOPREAL. See “—General Requirements to Access the MLC” and “—Payment of imports of goods and services-BCRA Notes.” In addition, the Foreign Exchange Regulations establishes that the settlement of blue-chip swap transactions must be made through transfers to and from bank accounts of the relevant customer held in foreign financial institutions (with some exceptions, such as payment of stock of commercial debt with BOPREAL see “—Payment of imports of goods and services-BCRA Notes”). In addition, the CNV Rules provide for certain requisites applicable to the performance of blue-chip swap transactions, which include, among others, the following: (i) a minimum parking period of the securities involved in the blue-chip swap transactions of one (1) business day; (ii) the submission of an affidavit stating that the entity performing the blue-chip swap transactions does not hold a position as a taker in repos and/or reverse repos, in Argentine Pesos, either as a holder or joint holder, and in no registered broker-agent, and that it has not obtained any type of financing, either in funds and/or other securities denominated in Argentine Pesos; and (iii) a daily limit for blue-chip swap transactions to be performed by non-residents of AR$200,000,000. Regarding (iii), the CNV, through General Resolution No. 1068, expanded the exceptions to said daily limit for transfers of securities abroad regarding those (a) issued with maturity dates—whether total or partial—not less than two (2) years from the date of issuance; and/or (b) issued by the National Treasury with maturity dates—whether total or partial—not less than one hundred eighty (180) days from the date of issuance, provided they have been acquired in a placement or primary auction up to the total nominal value subscribed. 151 Table of Contents Payment of imports of goods and services Elimination of the “SIRA” and “SIRASE” declarations as a requirement for access to the MLC. Creation of “SEDI” In December 2023, the BCRA eliminated the requirement to obtain prior approval of “SIRA” and “SIRASE” declarations as a condition to access the Argentine foreign exchange market (MLC) for the payment of imports of goods and services. In replacement, a new system known as “SEDI” (Sistema Estadístico de Importaciones) was introduced in December 2023, requiring a declaration solely for customs clearance of imported goods, without prior validation of the importer’s financial or economic capacity. On February 25, 2025, the SEDI regime was fully repealed. As from February 26, 2025, imports of goods may be registered and customs-cleared without the need to file any prior import declaration system, simplifying access to the MLC for import payments. Access to the MLC for payment of imports of goods and services: Regime applicable to the payment of imports of goods and services as from December 13, 2023 and until April 13, 2025 The Foreign Exchange Regulations contemplate a differential treatment for imports of goods and services taking place on or after December 13, 2023, and until April 13, 2025 with respect to the regime applicable to the payment of commercial debt outstanding as of December 12, 2023 (the “Outstanding Debt”). The payment of the Outstanding Debt through the MLC is subject to the BCRA’s prior approval, except in the following cases: (i) when it corresponds to transactions financed or guaranteed by local or foreign financial entities or by international organizations or official credit agencies; or (ii) payments made within the framework of incentive schemes for exporters (which, as of the date of this annual report, AA2000 is not a beneficiary). Additionally, the BCRA implemented an alternative payment mechanism through the subscription of notes issued by the BCRA, the main characteristics of which are detailed “—BCRA Notes” below. The access to the MLC for the payment of imports of goods and services made on or after December 13, 2023, is subject to compliance with the General Requirements and, among others, the following requisites: (i) as a rule, advance payment of imports of goods (including capital goods if certain requirements are complied with) or services is subject to the BCRA’s prior clearance; unless the payment is made through a swap (“canje”) or arbitrage (“arbitraje”) of foreign currency deposited in a domestic bank account or through an import financing granted by a local financial entity (to the extent the financing meets the requisites contemplated by the Foreign Exchange Regulations); (ii) access to the MLC for the payment of imports of goods is allowed 30 calendar days from the nationalization of the goods (certain exceptions are applicable to certain goods such as oil and energy, pharmaceuticals, automotive products); (iii) access to the MLC for the payment of imports of services rendered by non-related parties is allowed after 30 days from the date of service provision (certain exceptions and specific terms are provided for certain types of services such as health services, travel, and credit card payments); and (iv) access to the MLC for the payment of imports of services provided by related parties is allowed after 180 days from the date of service provision (unless the services fall under any of the exceptions contemplated in the rule). Regime applicable to the payment of imports of goods as from April 14, 2025 According to the Foreign Exchange Regulations, payment of all types of goods either to affiliates or non-related parties through the MLC is allowed from their customs-clearance (“registro de ingreso aduanero”), to the extent the customs-clearance took place from April 14, 2025 (including to affiliates). Freight and insurance that are part of the purchase conditions can be paid in the same condition as the payment of the goods. Advance payment of imports of goods require the BCRA’s prior clearance, unless the exceptions detailed in Section 3.2.1 hereof are met. In addition, payment at sight (“pagos a la vista”) and payments from the customs-clearance of the goods can be made through swap (“canje”) or arbitration with foreign currency deposited in a domestic bank account. 152 Table of Contents In addition, regarding capital goods, the Foreign Exchange Regulations allows advance payments through the MLC of up to 30% of the price of capital goods that have been customs-cleared from April 14, 2025, or up to 80% when also considering at-sight and deferred payments. Advance payment of capital goods is also allowed through swap (“canje”) or arbitration with foreign currency deposited in a domestic bank account. Regime applicable to the payment of imports of services rendered as from April 14, 2025 Payments through the MLC of services provided by non-affiliates as from April 14, 2025, is allowed as from the date the service is rendered or accrued. In the case of services provided by affiliates as from April 14, 2025, payments through the MLC are allowed as from 90 calendar days from the provision of the respective service. However, payments through the MLC are allowed as from the date the service is rendered or accrued if the services provided by affiliates consist on (i) freight charges for imports and exports of goods; (ii) personal, cultural and recreational services; (iii) transactions associated with card purchases or account debits; and (iv) health services, among others. Advance payment of imports of services require the BCRA’s prior clearance, except for certain exceptions similar to those discussed in Section 3 hereof, which shall be applicable mutatis mutandis to the payment of services abroad. In addition, advance payment of imports of services can be made through swap (“canje”) or arbitration with foreign currency deposited in a domestic bank account, to the extent the services were rendered by non-related counterparties. BCRA Notes On December 22, 2023, the BCRA issued Communiqué “A” 7925 (as amended) establishing the conditions for subscription of BOPREAL, which, in accordance with the provisions of Decree No. 72/2023 and such BCRA regulations, could be used by importers to: (i) regularize the Outstanding Debt in accordance with the requirements and the procedure established by the Foreign Exchange Regulations; and (ii) cancel certain tax and customs obligations. In addition, in April 2024, the BCRA issued Communiqué “A” 7999 allowing residents and non-residents the possibility to subscribe BOPREAL either to cancel or repatriate dividends abroad (as applicable), to the extent certain requisites established by the Foreign Exchange Regulations are met. Later, on April 2025, the BCRA issued Communiqués “A” 8233 and “A” 8234, by virtue of which the issuing of BOPREAL Series 4 was announced (“Series 4”). Series 4 was subscribed in pesos at the reference exchange rate of Communiqué “A” 3500 by legal entities that, as of the date of subscription, registered debts for: (i) commercial debt for imports of goods and services pending payment as of December 12, 2023, (ii) interest on commercial debts with related counterparties accrued until July 4, 2024, (iii) compensatory interest on financial debts with related counterparties accrued until December 31, 2024, (iv) profits and dividends pending payment to non-resident shareholders until December 31, 2024, and (v) overdue capital on financial debts with related counterparties. In addition, in accordance with the provisions of Decree No. 384/2025, Series 4 may be delivered in payment for the cancellation of certain tax and customs obligations, with the following exceptions: (i) contributions to the Social Security Regime; (ii) contributions to the Social Work Regime; (iii) the premiums corresponding to the mandatory life insurance; (iv) premiums for Occupational Risk Insurers (“ART”); (v) the tax on credits and debits; and (vi) the obligations arising from the substitute or joint liability for debts of third parties or from their performance as withholding and collection agents. While terms and conditions of the BOPREAL Series 1, 2 and 3 offered by the BCRA were detailed in Communiqué “B” 12695, those corresponding to Series 4 were detailed in Communiqué “B” 12999. The notes could be subscribed in Argentine pesos at the reference exchange rate published by the BCRA according to Communiqué “A” 3500 of the day before the subscription date. Importers must subscribe BOPREAL through financial entities. As of the date of this annual report, the BCRA issued four series of BOPREAL: (i) On January 31, 2024, the allocation of BOPREAL Series 1 was completed, reaching the maximum available amount for this series of U.S.$5 billion. AA2000 had subscribed an aggregate amount of U.S.$1,083,470 of BOPREAL Series 1; (ii) On February 22, 2024, for the allocation of BOPREAL Series 2 was also completed, reaching the maximum amount offered under this series of U.S.$2.0 billion; 153 Table of Contents (iii) On May 23, 2024, the allocation of BOPREAL Series 3 was completed, reaching the maximum amount offered under this series of U.S.$3 billion AA2000 had subscribed, on primary offering, and aggregate amount of U.S.$1,083,470 of BOPREAL Series 1; and (iv) On July 16, 2025, the allocation of BOPREAL Series 4 was completed, reaching an amount of U.S.$845,000,000 of BOPREAL Series 4. Registry of Commercial Debt for Imports with Foreign Suppliers The Joint Resolution created the Registry of Commercial Debt for Imports with Foreign Suppliers (“Padrón de Deuda Comercial por Importaciones con Proveedores del Exterior”) (the “Registry”) in which the importers must register the Outstanding Debt. In accordance with the Resolution, if the importers cancel imports under the Outstanding Debt through other mechanisms that did not involve the transfer of currency, they should also register those imports in the Registry. According to the referred rule, the importers should have completed the Registry in accordance with the guidelines available on the AFIP’s website (currently “ARCA” for its Spanish acronym), until January 24, 2024. The information recorded in the Registry shall be deemed a sworn statement. If the importer did not submit the information to the Register, or falsifies or adulterates the information provided therein, it will not be able to access to the payment mechanisms established by the new regulations (e.g., subscriptions of BOPREAL Series 2 and 3) and the relevant debt shall be subject to a further evaluation by the authorities. As of the date of this annual report, AA2000 completed the Registry. Foreign Exchange Rules applicable to the Large Investments Incentive Regime (“RIGI”) On August 29, 2024, the BCRA issued Communiqué “A” 8099, which regulated certain aspects and foreign exchange rate of the Large Investment Incentive Regime (“RIGI”) applicable to Single Project Vehicles (“VPU” for its Spanish acronym) adhering to the RIGI. Among the most important regulations provided for by Communiqué “A” 8099 are the following: (i) exception, with staggered terms and percentages, to the obligation to enter and settle foreign currency through the MLC; (ii) access to the MLC to make certain expenditures, subject to compliance with certain conditions; (iii) access to the MLC for the payment of commercial and financial debts prior to the due date (principal and interest), subject to compliance with certain conditions; (iv) access to the MLC for payment of dividends to non-resident shareholders, subject to compliance with certain conditions; and (v) application of collections on exports of goods; among others. As of the date of this annual report, AA2000 has not registered projects under the RIGI. Off-Balance Sheet Risks Our off-balance sheet risk arises principally as a result of our contingent obligations to third-party guarantors that provide performance bonds, sureties and other guarantees that are required to secure the performance of our obligations under our concession agreements. For a discussion of the performance bonds, sureties and other guarantees provided in our concession agreements, please see the following sections of  “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework”: “Argentina—The AA2000 Concession Agreement—Performance Guarantee and Guarantee for the Performance of the Works Foreseen in the AA2000 Concession Agreement,” “Italy—The Pisa Concession Agreement—Guarantees,” “Italy—The Florence Concession Agreement—Guarantees,” “Brazil—The Brazilian Concession Agreement—Guarantees and Other Financial Commitments,” “Uruguay—The Carrasco Concession Agreement—Guarantees,” “Ecuador—Terminal Aeroportuaria de Guayaquil S.A. TAGSA Concession—Guarantee and Performance Bonds,” “Ecuador—Aeropuerto Ecológico de Galápagos S.A. ECOGAL—Guarantee and Other Performance Bonds,” and Note 26 to our Audited Consolidated Financial Statements. We have entered into certain agreements granting registration rights to the Majority Shareholder and piggy-back registration rights to ICD. Pursuant to such registration rights and indemnification agreement, we agree to indemnify the Majority Shareholder for the pro rata portion of any losses, claims, damages, liabilities, joint or several, and expenses arising out of or based upon certain letters of guarantee provided by BNDES and Banco Citibank to ICAB, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Pursuant to the transaction agreement with ICD, we have agreed to provide ICD with piggy-back registration rights for up to 18 months following the closing date of the transaction (May 28, 2025), subject to certain limitations and conditions. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Other Transactions with Related Parties—Registration Rights and Indemnification Agreements.” ​ 154 Table of Contents Cash Flows Years ended December 31, 2025 and 2024 Operating Activities The net cash provided by operating activities was U.S.$465.2 million for the year ended December 31, 2025, a 14.8% or U.S.$59.9 million increase in net cash provided by operating activities as compared to U.S.$405.3 million in net cash provided by operating activities for the year ended December 31, 2024, mainly as a result of (i) the increase of U.S.$88.9 million in cash provided by operating activities derived from the increase in our airports activity, (ii) the decrease in concession fee payment of U.S.$44.2 million derived from the suspension of the fixed concession fee payment in 2025, as a result of the contractual renegotiation process regarding the Brasilia Airport (see “Item 4. Information On The Company—B. Business Overview—Our Airports by Country in Which We Operate—Brazil—Brazilian Concession Agreements Key Terms”), (iii) the decrease of U.S.$9.4 million in capital expenditures mainly in Argentina, partially offset by the increase in AIA and TA, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditures by Segment,” and (iv) the decrease of U.S.$8.0 million in income tax paid mainly in Corporación Aeroportuaria S.A. This increase was partially offset by the collection due to concession compensation of U.S.$90.6 million arising from the indemnification payment of Natal Airport in 2024. Investing Activities The net cash used in investing activities was U.S.$71.9 million for the year ended December 31, 2025, a 121.3% or U.S.$39.4 million variation as compared to U.S.$32.5 million used in investing activities for the year ended December 31, 2024. The variation was primarily due to the increase of U.S.$39.1 million in acquisition of other financial assets, mainly in AA2000, such as corporate bonds, time deposits and government securities, partially offset by the decrease in Corporación Aeroportuaria S.A and CAAP. This variation was partially offset by the increase of U.S.$2.0 million in disposals of other financial assets derived from the increase in AA2000, partially offset by the decrease in CAAP. Corporación Aeroportuaria S.A. and AIA. Financing Activities The net cash used in financing activities was U.S.$234.7 million for the year ended December 31, 2025, a 13.5% or U.S.$36.5 million decrease as compared to U.S.$271.2 million in net cash used in financing activities for the year ended December 31, 2024 primarily as a result of: (i) the decrease of U.S.$199.0 million in loans repaid mainly due to the decrease of: (a) U.S.$153.0 million derived from the decrease in payments of borrowings in TA, (b) the decrease of U.S.$64.1 million mainly derived from the payment of CAI notes in 2024 and (c) U.S.$12.8 million derived from the decrease in payments of borrowings in AIA derived from the outstanding financial debt being prepaid in 2024. This variation was partially offset by the increase of U.S.$26.2 million in loans repaid due to cancellation of certain Argentine Notes Series in AA2000. (See “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness”); (ii) the decrease of payment for additional acquisition in subsidiaries of U.S.$30.9 million due Cedicor’s acquisition of the non-controlling interest, becoming the owner of 100% of Corporación America S.A. in 2024; (iii) the decrease of U.S.$12.4 million in interest paid mainly due to U.S.$6.2 million in AA2000, U.S.$1.5 million in ICAB and U.S.$1.2 million in CAI (See “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness”); and (iv) these variations were partially offset by: (a) the decrease of U.S.$172.2 million in proceeds from borrowings mainly due to the decrease of U.S.$129.9 million in TA, U.S.$29.5 million in AA2000 and U.S.$15.5 million in CAI, partially offset by the increase of U.S.$6.7 million in TCU (See “Item 5. Operating and Financial review and Prospects-Liquidity and Capital Resources-Indebtedness”) and (b) the increase of U.S.$ 34.5 million in dividends paid to non-controlling interests in subsidiaries mainly in AA2000. 155 Table of Contents Years ended December 31, 2024 and 2023 A cash flow comparison of the years ended December 31, 2024 and 2023 has been omitted from this annual report, but may be found in “Item 5. Operating and Financial Review and Prospects” of our annual report on Form 20-F for the period ended December 31, 2024, filed with the SEC on March 27, 2025. Treasury policies, currencies of cash held, hedging and other miscellaneous items We manage our cash needs on a decentralized basis and manage our indebtedness to ensure compliance with any debt restrictions and limitations on dividends and distributions established in our debt agreements that include such restrictions. We do not currently enter into any hedging arrangements. Indebtedness Set forth below is a summary of certain terms and conditions of our financing agreements: Argentina Argentine Notes – Argentine Notes Series 2017 On February 6, 2017, AA2000 issued U.S.$400.0 million aggregate principal amount of 6.875% senior secured notes due 2027 (the “Argentine Notes Series 2017”). The Argentine Notes Series 2017 are senior obligations of AA2000 and rank pari passu in right of payment with any existing and future indebtedness of AA2000 that is not subordinated in right of payment to the Argentine Notes Series 2017. The Argentine Notes Series 2017, up to an amount equal to U.S.$400.0 million, are secured by the trust dated January 19, 2017 entered into by AA2000 and the trustee thereto, under which AA2000 transferred and assigned in trust (a) right, title and interest in, to and pursuant to (but none of its obligations under or relating to) each payment of the Usage Fees; and (b) the Company’s right, title and interest in, to and pursuant to (but none of its obligations under or relating to) 100% of the AA2000 rights under the AA2000 Concession Agreement, to receive payment in the event of termination, expropriation or surrender of the AA2000 Concession Agreement, including the right to receive and retain all payments thereunder and all other proceeds thereof, subject to the condition that AA2000 has sufficient funds from proceeds not transferred to the trust to cover basic concession operating costs (the “Tariffs Trust”). The Tariffs Trust was approved by ORSNA up to the full principal amount of the Argentine Note Series 2017. AA2000 is not required to fully fund the Tariffs Trust. Principal and interest on the Argentine Notes Series 2017 are payable quarterly on each February 1, May 1, August 1, and November 1, with the first payment of interest beginning on May 1, 2017, and the first payment of principal beginning on May 1, 2019. The Argentine Notes Series 2017 will mature on February 1, 2027. AA2000 may redeem the Argentine Notes Series 2017 in whole or in part at the following redemption prices: ​ ​ ​ ​ Date of Payment ​ ​ ​ Multiplier On or after the fifth anniversary of the issuance date to but excluding the sixth anniversary of the issuance date 103.438 % Thereafter to but excluding the seventh anniversary of the issuance date 102.578 % Thereafter to but excluding the eighth anniversary of the issuance date 101.719 % Thereafter to but excluding the ninth anniversary of the issuance date 100.859 % Thereafter 100.000 % (1) As of the date of this annual report, AA2000 has the right to redeem the Argentine Notes Series 2017 at par (100.000% of the principal amount). In relation to the Argentine Notes Series 2017, AA2000 was subject to certain customary negative covenants, such as restrictions on debt it may incur, restrictions on payment of dividends, restrictions on encumbrances of its property, limitations on disposal of its assets and investments which it may make, as well as restrictions in relation to its ability to merge or consolidate with another entity. As detailed in “—Exchange Offer to Argentine Notes Series 2017,” in the context of the exchange offer completed in May 2020, substantially all of the restrictive covenants and events of default established by the indenture were eliminated with respect to the Argentine Notes Series 2017. 156 Table of Contents Termination of the AA2000 Concession Agreement will trigger a default under the Argentine Notes Series 2017. In the event of termination of the AA2000 Concession Agreement, payment of the Argentine Notes Series 2017 will be automatically accelerated and shall be immediately due and payable. Global Program On February 27, 2020, the ordinary general meeting of shareholders of AA2000 approved the creation of a global program for the issuance of notes (obligaciones negociables) (the “Global Program”). Such program establishes the issuance of simple notes not convertible into shares with a nominal value of up to U.S.$500 million, or its equivalent in other currencies, with a duration of five years from the date of approval of the Argentine National Securities Commission (Comisión Nacional de Valores, “CNV”). On April 17, 2020, AA2000 obtained authorization from the CNV for the Global Program for the issuance of notes. The principal value was increased up to U.S.$1,500 million after an ordinary general meeting of holders held on June 15, 2021, and the approval of the CNV on July 11, 2021, which left unchanged the issuance period of five years from the date of the original approval. On April 24, 2024, the ordinary general meeting of shareholders of AA2000 approved the extension of the term of the Global Program for an additional 5 (five) years (maturing on April 17, 2030) and certain amendments to its terms and conditions including among others, the possibility to issue social, green, sustainable or sustainability linked notes thereunder in accordance with the “Guidelines for the Issuance of Social, Green, and Sustainable Securities in Argentina” set forth in article 4.5 of Annex III of Chapter I, Title VI of the CNV Rules (as amended from time to time, as well as according to any other regulations issued by the CNV and/or an authorized market, either domestic or foreign). Exchange Offer to Argentine Notes Series 2017 On May 19, 2020, AA2000 completed an exchange offer pursuant to which 86.73% of the aggregate original principal amount of the Argentine Notes Series 2017 were exchanged for newly issued 6.875% Cash/9.375% PIK Class I Series 2020 Additional Senior Secured Notes due 2027 (the “Argentine Notes Series 2020”). The terms of the Argentine Notes Series 2020 are substantially identical to the terms of the Argentine Notes Series 2017, except that (i) the quarterly interest payment originally scheduled to be paid in cash on the Argentine Notes Series 2017 on May 1, 2020 was paid in cash in the form of an interest premium payment equal to U.S.$10 for each U.S.$1,000 outstanding principal amount of the Argentine Notes Series 2017, and/or in kind (as the case may be) by increasing the principal amount of any Argentine Notes Series 2020 issued on the settlement date (May 20, 2020), (ii) quarterly interest payments originally scheduled to be paid in cash on the Argentine Notes Series 2017 on August 1, 2020, November 1, 2020 and February 1, 2021 were and will be paid in kind by increasing the principal amount of any outstanding Argentine Notes Series 2020 at a rate of 9.375% per annum, (iii) quarterly amortization payments originally scheduled to be paid on the Argentine Notes Series 2017 on May 1, 2020 August 1, 2020, November 1, 2020 and February 1, 2021 were deferred to begin on May 1, 2021 pursuant to terms of the Argentine Notes Series 2020 and continue under a new principal amortization schedule until maturity, (iv) at any time after February 1, 2021, the Company has the right to exercise a one-time optional redemption to redeem, in whole or in part, an amount of Argentine Notes Series 2020 equal to the sum of (a) the aggregate amount of interest payments previously paid in kind on the Argentine Notes Series 2020 and (b) the aggregate amount of quarterly amortization payments originally scheduled to be paid on the Argentine Notes Series 2017 on May 1, 2020, August 1, 2020, November 1, 2020 and February 1, 2021 that is effectively deferred pursuant to the exchange of Argentine Notes for Argentine Notes 2020 in the exchange offer, and (v) substantially all of the restrictive covenants and events of default and related provisions under the indenture executed in connection with the Argentine Notes Series 2017 were eliminated solely with respect to the Argentine Notes Series 2017. The Argentine Notes Series 2020 and the Argentine Notes Series 2017 are secured by the Tariffs Trust on a pro rata and pari passu basis in accordance with the indenture and the related collateral documents. As of December 31, 2025, there were U.S.$20.9 million outstanding under the Argentine Notes Series 2020 and the Argentine Notes Series 2017. New Exchange to Argentine Notes Series 2017 and Argentine Notes Series 2020 and New Offering On October 28, 2021, AA2000 issued U.S.$208.9 million aggregate principal amount of 8.5% Class I Series 2021 Additional Senior Secured Notes due 2031 (the “Argentine Notes Series 2021”) in exchange for 24.61% of the total original principal amount of the Argentine Notes Series 2017 and 66.83% of the original principal amount of the Argentine Notes Series 2020. Additionally, on November 4, 2021, AA2000 issued U.S.$64.0 million of newly issued Argentine Notes Series 2021 related to a new fund raising. 157 Table of Contents The Argentine Notes Series 2021, the Argentine Notes Series 2017 and the Argentine Notes Series 2020 not exchanged are secured by the Tariffs Trust on a pro rata and pari passu basis. In addition, to secure its obligations under the Argentine Notes Series 2021, AA2000, together with the relevant parties thereto, amended the “Cargo Trust” as defined below in “—The Credit Facilities” in order to include holders of Argentine 2021 Notes as beneficiaries therein, granting them a security interest which is subordinated to (i) the rights of creditors under certain existing loans of AA2000, and (ii) any debt permitted to be incurred to finance or refinance any capital expenditures made or to be made pursuant to the AA2000 Concession Agreement. Once the Argentine Notes Series 2017 and the Argentine Notes Series 2020 not exchanged in the exchange offer mature or are repaid in full, AA2000 is required to amend and restate the Cargo Trust and the Tariffs Trust, so that the Argentine Notes Series 2021 become secured under the Cargo Trust on a pro rata and pari passu basis with the existing beneficiaries of the Cargo Trust, and these beneficiaries in turn become secured under the Tariffs Trust on a pro rata and pari passu basis with the Argentine Notes Series 2021. In accordance with the AA2000 Concession Agreement, the collateral assignment of revenue must be authorized by ORSNA. On October 15, 2021, ORSNA approved the amendment of the Tariffs Trust and of the Cargo Trust to include the Argentine Notes Series 2021 as beneficiaries thereto (including their future amendment and restatement, once the Argentine Notes Series 2017 and Argentine Notes Series 2020 are repaid in full). Furthermore, AA2000 received the approval from the BCRA to establish a non-interest-bearing U.S. dollar trust account in the United States to secure the Argentine 2021 Notes. The main covenants and guarantees remain unchanged. However, substantially all of the restrictive covenants and events of default and related provisions were eliminated solely with respect to the Argentine Notes Series 2020. Additionally, compliance of the financial ratios did not begin to apply until June 2023. Termination of the AA2000 Concession Agreement will trigger a default under the Argentine Notes Series 2017, the Argentine Notes Series 2020 and the Argentine Notes Series 2021. In the event of termination of the AA2000 Concession Agreement, payment of any of those notes will be automatically accelerated and shall be immediately due and payable. As of December 31, 2025, there were U.S.$271.8 million outstanding under the Argentine Notes Series 2021. Additional New Money Offering In addition to the exchange offer completed on October 28, 2021 (as described above), on November 4, 2021, AA2000 issued U.S.$62.0 million aggregate principal amount of Class 4 Senior Secured Notes related to a new money offering, having a maturity of seven years, on November 1, 2028, bearing an annual interest rate of 9.500% (the “New Money 2021 Notes”). The New Money 2021 Notes are secured by a first priority lien on the Cargo Trust on a pari passu basis with the certain commercial bank lenders to AA2000 and new debt incurred by AA2000 to fund infrastructure works for a total amount of up to U.S.$235 million. (see “—The Credit Facilities”). As of December 31, 2025, there were U.S.$50.7 million outstanding under such notes. Argentine Notes – Class 5 and 6 On February 21, 2022, AA2000 issued U.S.$174 million of dollar-linked notes, in the local market, in two tranches: ● U.S.$138 million of Class 5 Notes, with an annual interest rate of 5.5%, five-year grace period and quarterly amortization, starting May 2027 (the “Class 5 Notes”). AA2000 used these proceeds to fund infrastructure works in certain of the Group “A” airports, within the National Airports System; These notes are secured by a first priority lien on the Cargo Trust on a pari passu basis with certain commercial bank lenders to AA2000 and the New Money 2021 Notes; and ● U.S.$36 million of Class 6 Notes, with an interest rate of 2%, which matured and was repaid in full on February 21, 2025. In December 2023, February 2024, March 2024 and April 2024, AA2000 repurchased U.S.$1.6 million, U.S.$2.3 million, U.S.$4.6 million and U.S.$0.4 million, respectively, of the par value of Class 6 Notes. Argentine Notes – Class 9 On August 19, 2022, AA2000 issued U.S.$30 million of dollar-linked Class 9 Notes in the local market, at a 0.00% interest rate, repayable in three installments of U.S.$10 million each, in February, May and August 2026. The integration of the nominal value amounted to U.S.$25.4 million through the exchange of Class 2 Notes while the remaining U.S.$4.6 million were paid in AR$. In August 2023, December 2023, February 2024, March 2024, April 2024, March 2024 and July 2024, AA2000 repurchased Class 9 Notes for U.S.$1.8 million, U.S.$1.0 million, U.S.$0.4 million, U.S.$4.2 million, U.S.$1.7 million, U.S.$0.3 million and U.S.$0.5 million, respectively. 158 Table of Contents On July 5, 2023, within the framework of Global Program for the issuance of Notes, AA2000 issued an additional U.S.$2.7 million of Class 9 Notes, with an issue price above par (119% of the nominal value). The proceeds obtained from these additional Class 9 Notes were applied to fund the redemption of Argentine Notes – Class 3. As of December 31, 2025, AA2000 holds a portfolio of nominal value of U.S.$9,833,745 Class 9 Notes. Argentine Notes – Class 10 On July 5, 2023, within the framework of Global Program for the issuance of Notes, AA2000 issued U.S.$25.0 million with an issue price above par (110.65% of the nominal value). The notes were paid-in 100% in kind according to the exchange ratio of U.S.$1.00 nominal value of Argentine Note Class 3 for U.S.$0.9065 nominal value of Class 10 Notes. In December 2023, March 2024, April 2024 and July 2025, AA2000 repurchased Class 10 Notes for U.S.$2.4 million, U.S.$4.5 million, U.S.$0.2 million and U.S.$2.2 million, respectively. On July 7, 2025, AA2000 repaid, in a single instalment, the total nominal value outstanding of Class 10 notes, equivalent to U.S.$25.1 million. Argentine Notes – Class 11 On December 23, 2024, within the framework of Global Program for the issuance of Notes, AA2000 issued U.S.$28.8 million of Class 11 Notes denominate and payable in U.S. dollars, at a 5.50% interest rate, repayable in a single installment on the maturity date (December 15, 2026). Interest shall be payable semi-annually until the maturity date. As of December 31, 2025, there were U.S.$28.7 million outstanding under such notes. The ICBC Dubai Loan On July 29, 2022, AA2000 obtained the ICBC Dubai Loan, for a total amount of U.S.$10 million, accruing interest at a variable rate equivalent to three-month SOFR plus spread of 7.875% and withholding taxes. The loan was secured by a first priority lien on the income generated in the cargo terminal on a pari passu basis with certain commercial bank lenders to AA2000 and the Class 4 Notes, and a second priority lien on the international and regional air station usage fees and concession compensation rights. The ICBC Dubai Loan was fully repaid in three installments in April, July and October 2025. Italy CAIT In December 2024, Corporación América Italia S.A. obtained a loan for €14.5 million (equivalent to U.S.$15.1 million), to be repaid in a single installment at maturity in December 2026, which is guaranteed by Dicasa Spain S.A.U. Additionally, the shares of Corporación América Italia S.A. held by Dicasa Spain S.A.U. are not to be transferred or otherwise disposed of until the loan is repaid. As of December 31, 2025, there were €14.5 million (equivalent to U.S.$17.1 million as of December 31, 2025) outstanding under such agreement. TA On June 27, 2024, TA entered into new financing agreements with Intesa Sanpaolo S.p.A., UniCredit S.p.A., Banca Monte dei Paschi di Siena S.p.A, Cassa Depositi e Prestiti S.p.A., and Banca Nazionale del Lavoro S.p.A. for a maximum amount of €176.4 million, including: ● a term loan facility of up to €96.2 million divided into two tranches, to be applied mainly to discharge part of TA’s existing financial debt; ● a capex facility of up to €60.2 million divided into two tranches, to be used in the investment plan of the Pisa and Florence airports; and ● a revolving facility of up to €20.0 million of revolving loans mainly to support TA working capital’s needs. 159 Table of Contents The loan made available under this new loan agreement is covered by a guarantee from SACE S.p.A., for an amount up to the greater of (i) 80% or (ii) €48.0 million of the loan related to the investment plan, and is secured by transaction security, including, among others, the assignment of TA’s receivables arising from, without limitation, certain commercial agreements and insurance policies entered into by TA, the pledges over the project and operational accounts, the pledge over the shares owned by TA in its subsidiaries, the special privilege over all movable assets of TA and the mortgage over any current and future real estate property rights acquired by TA. On June 27, 2024, the term loan facility was drawn for an amount of €82.8 million (equivalent to U.S.$88.6 million) and has been used to discharge TA’s existing financial debt which is now the only outstanding financial debt. On June 27, 2025, the capex facility was drawn for an amount of €10.0 million (equivalent to U.S.$10.7 million) and has been used in the investment plan of the Pisa airport. As of December 31, 2025, there were €97.4 million (equivalent to U.S.$114.5 million) outstanding under such 2024 financing agreements. Brazil ICAB BNDES and Caixa loans. ICAB entered into three credit facility agreements to finance investments in the expansion, maintenance and operation of Brasilia Airport as follows: (i) credit facility agreement entered with BNDES entered on February 7, 2014, in an aggregate principal amount of R$558 million, issued in two tranches (Tranche A and Tranche B), with varying interest rates and maturity dates; (ii) credit facility agreement entered with the Brazilian Federal Savings Bank (Caixa Econômica Federal—“CEF”) entered on February 12, 2014, in an aggregate principal amount of R$235.8 million, issued in three tranches (Tranches A, B and C), with varying interest rates and maturity dates; and (iii) credit facility agreement entered with CEF on February 12, 2014, in an aggregate principal amount of R$47.2 million, issued in three tranches (Tranches A, B and C), with varying interest rates and maturity dates, which funds are required to fund construction works and equipment relating to the “Aerocity” to be installed in Brasilia Airport (“ICAB Loans”). ICAB Loans are secured by (i) the pledge, granted by Inframerica and Infraero, of all ICAB issued and outstanding shares, as well as any dividends and interest on equity payments in connection thereof; (ii) the pledge, granted by Inframerica’s direct shareholders of all Inframerica issued and outstanding shares, as well as any dividends and interest on equity payments in connection thereof; (iii) the fiduciary assignment of all of the present and future ICAB rights arising from the Brasilia Concession and the amounts received in connection thereof, including indemnifications, revenues and escrow deposits, as well as other ICAB receivables not related to Brasilia Concession; (iv) letters of guarantee issued by certain indirect shareholders and affiliates of ICAB; and (v) the insurance coverage required under the Brasilia Concession Agreement. Before financial completion, payment by ICAB of dividends or distributions exceeding 25.0% of net profits requires prior authorization of BNDES and CEF. “Financial completion” is defined as compliance with the following cumulative conditions: (i) maintenance of a debt service coverage ratio of at least 1.3:1.0 for at least two consecutive years, and an equity ratio of at least 25%, as determined in a balance sheet audited by an independent firm registered with the Brazilian Securities and Exchange Commission (CVM); (ii) creation and funding of reserve accounts provided for in the assignment of rights agreement; (iii) obtaining and maintaining governmental authorities required for the operation of Brasilia Airport; (iv) timely payment of 12 principal installments due under the credit facility agreement entered between ICAB and BNDES; and (v) compliance of ICAB and its direct and indirect shareholders with their obligations under the credit facility agreements and corresponding guarantee agreements, as well as with their obligations before the Brazilian ANAC. After financial completion, payment of dividends or distributions exceeding 25% of net profits requires the maintenance of a debt service coverage ratio of at least 1.3:1.0, and an equity ratio of at least 25%, as determined by a balance sheet audited by an independent firm registered with the Brazilian Securities and Exchange Commission (CVM). In accordance with the commitments assumed by the Majority Shareholder under the letter of guarantee, any merger, consolidation or disposition of all, or substantially all, of the Majority Shareholder’s assets requires prior and express authorization of BNDES and CEF. 160 Table of Contents In March 2018, ICAB also repaid the outstanding amount of R$274.4 million under the credit facility with the Brazilian Federal Savings Bank (Caixa Econômica Federal, “CEF”). In December 2017, we entered into amendments and extension agreements with BNDES with respect to the ICAB Loans (the “BNDES Refinancing”) and certain ICASGA credit facility agreements with the BNDES that were fully repaid in 2024. With respect to the ICAB Loans, the BNDES Refinancing extended the final maturity and the interest-only payment terms of such loans for an additional two years (up to 2033) and provided an interest capitalization period for 50% of the interest due for two years. Also, the BNDES Refinancing increased the size of the credit facility commitments by an additional R$300.0 million. We repaid the Banco Santander Bridge Loan Facility and the Citibank Credit Agreement (as defined below) with new borrowings under the BNDES Refinancing, and the release of certain amounts held in the debt service reserve accounts as a result of the extension of the interest-only repayment terms under such BNDES credit facilities. In connection with the BNDES Refinancing, the Majority Shareholder and CAAP have agreed not to create any encumbrances on their shares of Inframerica, and not to sell, acquire, merge or spin-off assets or undertake any other action that results or that may result in a change in the current corporate structure of Inframerica or any change of control in Inframerica, without the prior consent of BNDES. The Majority Shareholder has agreed not to undertake any change of control in CAAP without the prior consent of BNDES. Since 2023, a formal letter has been filed on an annual basis with the BNDES, presenting an ACI rating report, declaring compliance with the contractual obligation to maintain the ACI rating equal to or higher than “B-,” for the corresponding year. As of December 31, 2025, there were R$924.4 million (equivalent to U.S.$168.0 million) outstanding under the ICAB Loans, as amended pursuant to the BNDES Refinancing. Uruguay ACI Airport Sudamérica S.A.U. Senior Secured Guaranteed Notes On May 7, 2015, ACI Airport Sudamérica, S.A.U. (“ACI Sudamerica”) issued U.S.$200.0 million aggregate principal amount of 6.875% senior secured guaranteed notes due 2032 (“Uruguayan Notes”). The Uruguayan Notes are senior obligations of ACI Sudamerica and rank equally in right of payment with any existing and future obligations of ACI Sudamerica that are not subordinated in right of payment to the Uruguayan Notes, senior in right of payment to all existing and future obligations of ACI Sudamerica that are subordinated to the Uruguayan Notes, senior in right of payment to all existing and future unsecured indebtedness of ACI Sudamerica to the extent of the value of the collateral securing the Uruguayan Notes, effectively subordinated to obligations of ACI Sudamerica preferred by statute or operation of law and, until such time as Puerta del Sur becomes a guarantor, structurally subordinated to the obligations of Puerta del Sur. The holders of the Uruguayan Notes benefit from a guarantee and security package. The security package includes: (i) the pledge of all of the shares in Puerta del Sur; (ii) a pledge of all of the shares in Cerealsur S.A.; (iii) an account of Cerealsur S.A. into which certain dividend payments and other distributions from Puerta del Sur to Cerealsur S.A. will be deposited and all amounts deposited therein; (iv) an account of ACI Sudamerica into which all dividend payments and other distributions from Cerealsur S.A., to ACI Sudamerica will be deposited and all amounts deposited therein; and (v) a debt service reserve account and all the amounts deposited therein. The Uruguayan Notes are fully and unconditionally guaranteed by Cerealsur S.A. Puerta del Sur also became guarantor of the Uruguayan Notes after making full payment of its 7.75% negotiable obligations due 2021 (obligaciones negociables) that were issued on April 30, 2007. The Uruguayan Notes mature on November 29, 2032. The principal balance of the Uruguayan Notes, together with accrued interest, are being repaid in 34 installments, on May 29 and November 29 of each year, commencing on May 29, 2016. Exchange Offer in respect of the Uruguayan Notes On May 26, 2020, ACI Sudamerica completed an exchange offer pursuant to which 93.60% of the total original principal amount of the Uruguayan Notes were exchanged for newly issued 6.875% Cash/7.875% PIK Senior Secured Guaranteed Notes due 2032 (the “Uruguayan Additional Notes”). 161 Table of Contents The Uruguayan Additional Notes have terms that are identical in all material respects to the terms of the Uruguayan Notes except that: (i) interest and the principal amount of the Uruguayan Additional Notes shall be repaid in 26 installments on May 29 and November 29 of each year, commencing on May 29, 2020; provided that for the period from and including May 26, 2020 (the “Settlement Date”) to, and including, the payment date falling on May 29, 2021 (the “PIK Period”), ACI Sudamerica may elect not to pay in cash principal and interest due on the Uruguayan Additional Notes, and may instead (a) pay any interest due in kind by increasing the principal balance on the Uruguayan Additional Notes by the amount of such interest (such amount, “PIK Interest Payment”) and (b) defer any principal due (such amount, a “PIK Principal Payment”) with such deferred amounts to be repaid on a new amortization schedule. Upon such election (i) each remaining scheduled principal payment on the Uruguayan Additional Notes will be increased by a pro rata amount equal to such aggregate amount of principal deferred and interest paid in kind during the PIK Period, and (ii) the interest rate on the Uruguayan Additional Notes will be increased to 7.875% per annum, with respect to any interest period for which ACI Sudamerica has made such election; (ii) ACI Sudamerica has elected that no principal or interest was to be paid in cash on the May 29, 2020 payment date with respect to the Uruguayan Additional Notes and each such payment was automatically be deemed a PIK Principal Payment and a PIK Interest Payment, as applicable; (iii) at any time and from time to time, ACI Sudamerica will have the right, at its option, to redeem the Uruguayan Additional Notes in an amount not to exceed the aggregate amount of all PIK Principal Payments and PIK Interest Payments then outstanding at a redemption price equal to: (a) 100% of the Uruguayan Additional Notes being redeemed, plus (b) accrued and unpaid interest and additional amounts, if any, to the redemption date; provided that the aggregate principal amount of any such redemption shall not be less than U.S.$1 million; and (iv) substantially all of the restrictive covenants and events of default and related provisions under the Indenture executed in connection with the Uruguayan Notes were eliminated solely with respect to the Uruguayan Notes. The Uruguayan Additional Notes and the Uruguayan Notes are secured by the same collateral on a pro rata and pari passu basis in accordance with the indenture and the related collateral documents, other than with respect to (i) the Uruguayan Additional Notes debt service reserve account, a special, segregated account in the name of ACI Sudamerica established and maintained in New York City, New York and which was established for the benefit of the Uruguayan Additional Notes and (ii) the Uruguayan Notes debt service reserve account, a U.S. Dollar-denominated segregated trust account maintained by the Bank of New York Mellon in the name of ACI Sudamerica, which is established for the benefit of the Uruguayan Notes. As of December 31, 2025, there were U.S.$9.3 million outstanding under the Uruguayan Notes and the Uruguayan Additional Notes. Uruguayan Series 2021 Notes and New Exchange Offer for the Uruguayan Notes On November 12, 2021, ACI Sudamerica issued U.S.$180.8 million aggregate principal amount of newly issued 6.875% Senior Secured Guaranteed Notes due 2034 (the “Uruguayan Series 2021 Notes”) in exchange for 40.62% of the total original principal amount of the Uruguayan Notes (Series 2015 Notes) and 96.43% of the original principal amount of the Uruguayan Additional Notes. In that regard, ACI Sudamerica executed the Second Amended and Restated Indenture of the existing Indenture. In the exchange offer, ACI Sudamerica also requested and obtained the necessary consents to enter and execute the Amended Carrasco Concession Agreement. In 2021, Puerta del Sur became Guarantor under such Uruguayan Series 2021 Notes and entered into a Guarantor Accession Agreement and Supplemental Indenture on December 10, 2021. The Uruguayan Series 2021 Notes are secured on a pari passu basis by the collateral, except for (i) the pledge of all of the shares of ACI Sudamerica, which pledge is for the benefit of the Uruguayan Series 2021 Notes, the Uruguayan Additional Notes and the LC Parties (as defined below), (ii) a Series 2021 Debt Service Reserve Account established solely for the benefit of the Uruguayan Series 2021 Notes, (iii) a Series 2020 Debt Service Reserve Account established solely for the benefit of the Uruguayan Additional Notes, (iv) a Series 2015 Debt Service Reserve Account established solely for the benefit of the Uruguayan Notes, (v) a segregated account in the name of ACI Sudamerica to be established by The Bank of New York Mellon, as the Offshore Collateral Agent (the “Offshore Collateral Agent”), solely for the benefit of the Uruguayan Series 2021 Notes (the “Interest Payment Account”), to be funded with a portion of the proceeds of the issuance of the Uruguayan Series 2021 Notes, and (vi) a segregated account in the name of ACI Sudamerica to be established by Offshore Collateral Agent, solely for the benefit of the LC Parties. In connection with exchange offer, ACI Sudamerica entered into a Letter of Credit Facility Agreement (the “LC Facility Agreement”) with the issuing banks and lenders party thereto (the “LC Parties”), Citibank, N.A., as Administrative Agent, and the Offshore Collateral Agent, for purposes of issuing one or more standby letters of credit, from time to time, to satisfy its obligation with respect to the Series 2021 Debt Service Reserve Account. ACI Sudamerica’s obligations under the LC Facility Agreement rank pari passu with the Uruguayan Series 2021 Notes, Uruguayan Additional Notes and the Uruguayan Notes, and is secured ratably by the collateral and be jointly and severally guaranteed by Cerealsur and Puerta del Sur. 162 Table of Contents After May 30, 2027, ACI Sudamerica may redeem any of the Uruguayan Notes (Series 2015), the Uruguayan Additional Notes (Series 2020) and the Uruguayan Series 2021 Notes in whole or in part, at the redemption price set forth below, plus accrued and unpaid interest and additional amounts, if any, on the series redeemed to, but excluding, the applicable redemption date; provided, however, that if any such series is redeemed in part only, notes issued in connection with such series in an aggregate principal amount of at least U.S.$100,000,000 shall remain outstanding immediately after any such partial redemption. ​ ​ ​ ​ Date of Payment ​ ​ ​ Multiplier Beginning on May 30, 2027 and ending on May 29, 2028 103.438 % Beginning on May 30, 2028 and ending on May 29, 2029 102.292 % Beginning on May 30, 2029 and thereafter 100.000 % ​ ACI Sudamerica is permitted to pay dividends or make other distributions only if the following conditions are satisfied: (i) no retention event or event of default has occurred and is continuing; (ii) both the prospective and historical distributions-to-debt-service coverage ratios equal or exceed 1.2 to 1.0; (iii) all letter of credit disbursements have been reimbursed and no loans remain outstanding; and (iv) the debt service reserve account for the Uruguayan Additional Notes (Series 2020) and the Uruguayan Series 2021 Notes is fully funded to the required level. In addition, ACI Sudamerica may not declare or make any restricted payment until the later of November 29, 2025 or the date on which all required payments under the Intercreditor and Security Agreement have been paid in full. Notwithstanding this restriction, ACI Sudamerica may distribute up to 50% of any proceeds received from key money payments, subject to a maximum aggregate cap of $12.0 million over the term of the Uruguayan Series 2021 Notes. The prospective distributions-to-debt-service coverage ratio compares distributions or dividends received from Puerta del Sur, less the fixed costs of Cerealsur and ACI Sudamerica, for the two most recently completed interest periods, to projected debt service for the next two interest periods under the Uruguayan Notes (Series 2015), the Uruguayan Additional Notes (Series 2020) and the Uruguayan Series 2021 Notes. The historical distributions-to-debt-service coverage ratio uses the same numerator but compares it to debt service for the two most recently completed interest periods. As of December 31, 2025, there were U.S.$232.0 million outstanding under the Uruguayan Series 2021 Notes. Amendment of Second Amended and Restated Indenture of the Uruguayan Notes On November 5, 2024, ACI Sudamérica, Cerealsur and Puerta del Sur executed an amendment to the Second Amended and Restated Indenture of the Uruguayan Notes. The amendments approved certain transactions associated with Project TUMO, an educational initiative to be developed in Uruguay, and its related capital expenditures as Permitted Capital Expenditures, including increased permitted capital expenditures in 2024 in the new airports by U.S.$11 million, with any remaining balance transferable to 2025, as well as Puerta del Sur and transactions with affiliates. The amendment was approved and authorized by the required majority noteholders. In addition, ACI Sudamerica amended the Credit Agreement, dated as of November 12, 2021 among the Company, the Guarantors, Goldman Sachs Bank USA, as the Lender and Issuing Bank, and Citibank, N.A., as the Administrative Agent, to authorize the transactions along the same terms as described in the paragraph immediately above, together with extending the maturity date of the letter of credit facility until November 29, 2028, and increasing the total amount of the Commitment (as defined in the credit agreement) to U.S.$14.6 million. Puerta del Sur On April 16, 2021, Puerta del Sur obtained a loan of U.S.$10 million with Banco de la República Oriental del Uruguay (BROU) repayable in 60 monthly installments starting in April 2023. This loan is secured by a guarantee issued by CAAP and by a standby letter issued by Morgan Stanley Private Bank, National Association for U.S.$0.9 million guaranteed by Corporación America Sudamericana S.A. 163 Table of Contents As of December 31, 2025, there were U.S.$4.5 million outstanding under the Puerta del Sur loan. CAISA In December 2019, CAISA applied for a loan at Banco Santander S.A. which was granted in the total amount of up to U.S.$7.0 million to bear interest at an annual of 5.10% and maturing on April 30, 2027. The principal amount is to be paid in six annual installments in April of each year along with accrued interest, starting the first installment in April 2022. As of December 31, 2025, there were U.S.$2.4 million outstanding under this loan. In December 2019, CAISA applied for a loan at Banco Itaú Uruguay S.A. which was granted in the total amount of up to U.S.$7.0 million, at a variable annual rate of LIBOR plus: (i) 2.5% until November 30, 2020, (ii) 2.84% from December 1, 2020 until October 31, 2021, and (iii) 3.8% from November 1, 2021 onwards, and maturing on April 30, 2027. The principal amount is to be paid in six annual installments in April of each year, starting the first installment in April 2022. As of December 31, 2025, there were U.S.$2.4 million outstanding under this loan. In October 2024, CAISA applied for a loan at Banco Santander S.A. which was granted in the amount of U.S.$4.0 million with an annual rate equivalent to the 1-year Term SOFR plus 0.75% effective annual rate and maturing on April 16, 2029. The principal amount is to be paid in five annual installments in April of each year along with accrued interest. As of December 31, 2025, there were U.S.$3.7 million outstanding under this loan. TCU In October 2025, TCU S.A. entered into a credit facility with Banco Bilbao Vizcaya Argentaria Uruguay S.A. (“BBVA”) for a maximum principal amount of U.S.$13.4 million. The facility bears an effective annual interest rate of 4.30% and matures in October 2033. The loan is disbursed in up to two partial drawdowns and the principal amount is to be repaid in 72 equal and consecutive monthly installments, payable together with accrued interest. As of December 31, 2025, U.S.$6.7 million has been disbursed, and the remaining U.S.$6.7 million is scheduled for disbursement between March and May 2026. The facility is secured by a pledge over certain commercial receivables of TCU S.A. pursuant to a credit assignment agreement entered into with BBVA. Ecuador In November 2019, TAGSA entered into a credit facility agreement with Banco Bolivariano CA, which provided a loan in the aggregate principal amount of U.S.$9.0 million matured and was fully repaid in November 2024. Also, in December 2019, TAGSA entered into a credit facility agreement with Banco Guayaquil CA, which provided a loan in the aggregate principal amount of U.S.$10.0 million due in February 2026 which was prepaid in February 2025. Both loans had a variable interest rate (an initial interest rate of 8.75% adjustable every 90 days) and quarterly payments of principal and interest. In December 2020, TAGSA entered into a credit facility agreement with Banco Bolivariano CA, which provided a loan in the aggregate principal amount of U.S.$8.5 million due in December 2025. Such loan has a variable interest rate (an initial interest rate of 7.25% adjustable Banco Bolivariano every 360 days) and quarterly payments of principal and interest. In March 2025, this credit facility agreement was fully repaid by TAGSA. C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. Not applicable. 164 Table of Contents D. TREND INFORMATION Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments, or events since December 31, 2025, that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the reported financial information in this annual report to be not necessarily indicative of future operating results or financial conditions. E. CRITICAL ACCOUNTING ESTIMATES We describe our significant accounting policies and estimates in Note 2.Y to our Audited Consolidated Financial Statements contained elsewhere in this annual report. We believe that these accounting policies and estimates are critical in order to fully understand and evaluate our financial condition and results of operations. We prepare our consolidated financial statements in accordance with IFRS. In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of our accounting policies and the reported amounts recognized in the financial statements. On a periodic basis, we evaluate our estimates. We base our estimates on historical experience, authoritative pronouncements and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. ​