Controladora Vuela Compania de Aviacion SAB de CV and Grupo Viva Aerobus SA de CV Agreement Call Transcript

The following is excerpted from the question-and-answer section of the transcript.

Question: Duane Pfennigwerth - Evercore Inc - Analyst : Hi, thank you. Good morning. I wonder if you could just speak to your expectations for the regulatory process? Are there precedents in other industries where you've gone from three down to two in Mexico ? And any early thoughts on remedies that might be proposed. Enrique Beltranena Mejicano - Controladora Vuela Compania de Aviacion SAB de CV - President, Chief Executive Officer, Co-Founder, Director Thank you very much, Duane. This is Enrique. We're confident in the merits of this transaction, which we believe supports a thorough review. Fundamentally, we believe the transaction delivers those significant benefits for customers, employees and communities and we will keep on reinforcing that. Of course, we feel that it's going to be a process that we need to go through and prefer right now not to speculate on the results or the potential outcomes and conditions or remedies. And there have been other processes but not under the new agency that was recently founded. And the transaction, obviously, it's not only subject to this. It's also out subject to the shareholder approval and we need to work with Mexico, with Colombia and the regulatory notifications in the US. So we will remain constructive and engaged throughout the review process, and we feel tremendously positive about it.

Question: Shannon Doherty - Deutsche Bank AG - Analyst : Yeah, good morning. This is Shannon Doherty on for Mike. Congratulations on the deal announcement. Maybe on the aircraft ownership cost, like can you talk about how large the combined fleet plan would be and also projected route network in addition, any changes there? Thank you.

Question: Rogerio Araujo - Bofa Merrill Lynch Asset Holdings Inc - Analyst : Yeah, hi Enrique, Juan Carlos, congratulations on the announcement. I have a couple here. First one is which metrics were used for the 50%, 50% stake for each company. And also the second on cost synergies, if you could go through the main cost synergies and if there was any large difference between merging the two companies or operating them separately. So for instance, the airport structure, all this can it be like once -- can it become one single structure in the main airports, what are the main synergies with the operations still separately? Thank you so much. Enrique Beltranena Mejicano - Controladora Vuela Compania de Aviacion SAB de CV - President, Chief Executive Officer, Co-Founder, Director Thank you so much, Rogerio. I think there's two drivers for valuation. The first one on an enterprise value basis, Volaris is bringing the largest platform and asset base consistent with our relative fleet and revenue. So it's reasonable in view of Volaris has contributing 60% of enterprise value with AIFA contributing about 40% but then ownership should, however, be evaluated on equity value, not enterprise value a lot. And Volaris carries a relatively higher net debt loans about $3.1 billion versus $1.9 billion in Viva. LSEG STREETEVENTS | www.lseg.com | Contact Us consent of LSEG. 'LSEG' and the LSEG logo are registered trademarks of LSEG and its affiliated companies. DECEMBER 12, 2025 / 3:00PM, VOLARA.MX - Controladora Vuela Compania de Aviacion SAB de CV and Grupo Viva Aerobus SA de CV Agreement Call So when you bridge from enterprise value to equity value, the relative equity contributions become much closer making a 50:50 ownership should be an equitable and balanced outcome for Volaris shareholders, one supported by a fairness opinion from Morgan Stanley. So let me emphasize, I think the most important part Rogerio, is that both shareholders will base -- both shareholders basis will share equally in the upside. And that obviously comes from the value unlocked by operating larger scale going forward. This is very important for us.

Question: Filipe Nielsen - Citigroup - Analyst : So, my two questions will be brief here. I'm not sure how much you got it, but, first of all, on the negotiations with Airbus and all the meals, issues with the fleet, how do you expect this to improve now considering that you combined and. How do you look at strategy going forward? How, does this merger, change Polari's strategy and Viva's strategy of improving costs and margins and etc. Considering that you're, combined? Thank you. Enrique Beltranena Mejicano - Controladora Vuela Compania de Aviacion SAB de CV - President, Chief Executive Officer, Co-Founder, Director So I think it's really important to say, I mean, we both have a purchase order with Airbus, which has been there before the negotiation that we did. So we will continue working on that. I think from that perspective, capacity decisions will remain anchored to customer demand size, okay? And I want to say that we have enough flexibility in those contractual fleet plans and it's not only about Airbus fleet, okay? We can play with several of the other issues or the other factors that we have in the equation like extending leases like doing different kind of agreements in terms of purchasing versus leasing, we can do several ways of balancing the fleet and the customer versus the customer demand. So that's important. The second thing which is important here is that I think that in terms of the cost, most of the benefits will be coming from the fleet negotiations. And finally, what is really important is that to remind you guys that Volaris is just entering into the first deliveries of what we call the Indigo Group negotiation, and that new fleet is coming with certainly lower ownership, which we will be sharing together with Viva in this process, okay. Again, I want to stress in a very important way that our focus remains on demand-driven growth, okay? And that we want to maintain a low cost, low complexity operating model and expanding access to affordable air travel. This is probably the most important thing, as aircraft come back from Pratt & Whitney, et cetera. The most important thing I want to repeat it is demand-driven growth.

Question: Pablo Monsivais - Barclays Services Corp - Analyst : Hi good morning thanks for taking my question. I have a simple question. I was wondering if you can provide more detail on the timing of the transaction. Where are the key important data we have to take into consideration. And also, what's the process after -- let's assume that you have the green light from the regulators. What is the evolution of this merger? Thank you. Enrique Beltranena Mejicano - Controladora Vuela Compania de Aviacion SAB de CV - President, Chief Executive Officer, Co-Founder, Director Pablo, would you mind if I ask Juan Carlos to take you through that.

Question: Pablo Monsivais - Barclays Services Corp - Analyst : Okay. And if I can add one more question, and this is a little bit broad. But if you would pinpoint one of the most important challenges for this transaction to be successful is the most important challenges on the realization of the synergies on the merger of the cultures or on the approval -- on the regulatory approval side. What do you think is the most pressing challenging for you guys to make this transaction successful? Enrique Beltranena Mejicano - Controladora Vuela Compania de Aviacion SAB de CV - President, Chief Executive Officer, Co-Founder, Director So I think the beauty of this transaction, Pablo, is that we were very similar companies, okay? And this creates a strong and efficient and investable airline platform, which is very well positioned to compete and compound value in a capital-intensive industry, okay? I think the important part when it comes to synergies is how we unlock economies of scale that support growing the customer base by offering affordable fares, and that's something that we be doing once we have the approvals. It's also very important to lower the fleet ownership cost and improve access to capital, and that's important because it strengthens the balance sheet and enhancing long-term financial flexibility. But I think what is important is everything is about reinforcing growth, reinforcing connectivity and everything is important and it's really important that we do it with a positive social current and new value-oriented travelers, enabling stronger operator basis and contributing to long-term economic development and connectivity in Mexico. I think the beauty of this whole thing is that this transaction is a win-win for passengers, for Mexico and the industry. LSEG STREETEVENTS | www.lseg.com | Contact Us consent of LSEG. 'LSEG' and the LSEG logo are registered trademarks of LSEG and its affiliated companies. DECEMBER 12, 2025 / 3:00PM, VOLARA.MX - Controladora Vuela Compania de Aviacion SAB de CV and Grupo Viva Aerobus SA de CV Agreement Call