UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of December 2022
GRUPO
AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.
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(CENTRAL
NORTH AIRPORT GROUP) |
|
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(Translation
of Registrant’s Name Into English) |
|
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México |
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(Jurisdiction
of incorporation or organization) |
|
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Torre
Latitud, L501, Piso 5
Av.
Lázaro Cárdenas 2225
Col.
Valle Oriente, San Pedro Garza García
Nuevo
León, México |
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(Address
of principal executive offices) |
|
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Indicate
by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
(If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .)
|
OMA holds General Ordinary
Shareholders’ Meeting |
Mexico City, Mexico, November 30, 2022—Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (BMV: OMA, NASDAQ: OMAB), announces the main resolutions adopted by the General Ordinary Shareholders’ Meeting held today.
SUMMARY OF THE MAIN RESOLUTIONS ADOPTED BY
THE GENERAL ORDINARY SHAREHOLDERS’ MEETING, NOVEMBER 30,
2022
| I. | Report on the execution by certain shareholders
of the Company of the share purchase agreement dated July 31, 2022 and the consequences and actions required in connection therewith. |
FIRST. - It is resolved to take note of the SPA and the
Conditions set forth therein, to which the effectiveness of such SPA and the obligations contained therein are subject.
SECOND. - It is approved and noted, in terms of the SETA
Notice, SETA's intention to pledge the Series BB Shares of the capital stock of the Company, of which SETA is the holder, to guarantee
compliance with the obligations of the New Financing, contingent to the acquisition of the shares in terms of the SPA.
THIRD. - It is hereby acknowledged and approved that the
Company carry out all acts that may be necessary or convenient in connection with the New Financing and the Security Documents in order
to evidence that the shares issued and the title covering the Converted Series B Shares pursuant to the June 11 Meeting Resolutions will
apply to guarantee the New Financing under the terms set forth in the SETA Notice.
FOURTH. - It is hereby acknowledged and recorded that,
(i) to date there are 49,766,000 (forty nine million seven hundred sixty six thousand) unsubscribed and unpaid Series B Shares (the "Treasury
Series B Shares") issued, which are deposited in the treasury of the Company, (ii) the registration of the Treasury Series B Shares
in the National Securities Registry is updated in terms of official letter number 153/10027069/2021 dated December 1st, 2021, (iii) the
Treasury Series B Shares are represented by a share certificate which is deposited with S. D. Indeval Institución para el Depósito
de Valores, S.A. de C.V. ("Indeval"), and (iv) in the event that the Series BB shares representing the capital stock of the
Company are converted into Series B shares representing the capital stock of the Company, the Treasury Series B Shares are used to satisfy
and consummate such conversion for the purposes contemplated in the New Financing and the Ordinary Pledge Agreement, it being understood
that they will cease to be applicable to the financing described in the shareholders' meeting dated June 11, 2021.
FIFTH. - It is hereby authorized that, in the event that
the Series BB shares representing the capital stock of the Company are converted into Series B shares representing the capital stock of
the Company, the Company submit any and all notices, notifications or documents and carry out all acts that may be necessary for the purposes
of, immediately after the delivery of such instruction, (i) commencing the listing on the Bolsa Mexicana de Valores, S.A.B. de C.V. (ii)
carry out the corresponding transfers or entries in Indeval for purposes of (y) recording that the Converted Series B Shares have been
pledged in terms of the respective security agreements, and (z) credit the Converted Series B Shares to the account established in terms
of such security agreements for the benefit of the creditors of the New Financing, (iii) the Secretary non-member of the Board of Directors
of the Company to make the corresponding entries in the Company's share registry book, and (iv) in general, the Company shall carry out
any legal acts, formalities, steps, procedures or deliveries of documents that may be necessary before any securities depository entity,
authority or stock exchange in the United Mexican States or abroad, as well as before any person, that may be necessary to consummate
and fully satisfy the conversion of the Series BB shares representing the capital stock of the Company into Series B shares.
SIXTH. - The automatic cancellation of the Series B Shares
is approved in the event that the Ordinary Pledge Agreement is terminated and this is not substituted or replaced, either totally or partially,
by a guarantee agreement whose object or in whose assets are the Series BB Shares granted in pledge, and provided that the Company, through
the Secretary of the Board of Directors, has received written confirmation from the creditors or the agent, as applicable, under the New
Financing, of said circumstance. Likewise, it is approved that the Company carry out all the necessary actions to withdraw said security
from Indeval and cancel it.
SEVENTH. - It is approved that the Company, through its
attorneys-in-fact, carry out any legal act, management, process, procedure, dispatch, procedure, execution, notification, instruction
or delivery of agreements or documents in connection with or derived from any of the foregoing resolutions.
| II. | Report on the resignations submitted
by certain members of the Board of Directors of the Company, and by the Chairman of the Board of Directors. |
EIGHTH. - It is hereby noted and approved, the report on
the resignation submitted by Messrs. Diego Quintana Kawage, Guadalupe Phillips Margain, Rodrigo Antonio Quintana Kawage, José Bernardo
Casas Godoy, Próspero Antonio Ortega Castro and Christian Whamond as members and/or Chairman of the Board of Directors of the Company
and corresponding committees, ratifying their lawful acts during their appointment, granting the broadest release applicable by law, as
well as, if applicable, hold them safe and harmless from and against any claim, and to indemnify them from any liability related to, or
derived from, directly or indirectly, their performance as members of the Board of Directors and/or of the committees of such board, including
the payment of indemnification from any damage and/or loss that may have been caused and the necessary amounts to reach a settlement of
any such claim, unless such liability is the result of their negligence, bad faith or willful misconduct, or derives from illicit actions
as set forth in the Securities Market Law and any other applicable legal provisions, including the noncompliance of the duty of loyalty
pursuant to such law.
In this regard, it was agreed that this Resolution will be subject
to the fulfillment of the Condition Precedent.
| III. | Report regarding the appointment of the
three proprietary members of the Board of Directors appointed by the Series "BB" shareholders and approval of resolutions in
this regard. |
NINTH. - In terms of the provisions of the Company's By-laws,
the appointment of SETA, holder of the Company's Series “BB” shares, is noted and the report submitted on the appointment
of Nicolas Notebaert, Olivier Mathieu and Rémi Maumon de Longevialle to the Board of Directors is approved.
In this regard, it was agreed that this Resolution will be subject
to the fulfillment of the Condition Precedent.
| IV. | Appointment of the persons who will be
members of the Board of Directors of the Company, to be appointed by the Series “B” shareholders and adoption of resolutions
in this regard. |
TENTH. - Likewise, it is resolved to authorize the appointment
of Messrs. Mr. Pierre-Hugues Schmit, Mr. Eric Delobel and Mrs. Emmanuelle Huon as new members of the Board of Directors, appointed by
the shareholders of the Series "B" shares.
In this regard, it was agreed that this Resolution will be subject
to the fulfillment of the Condition Precedent.
| V. | Appointment of the Chairman and ratification
of the Secretary, who is not a member of the Board of Directors of the Company, in accordance with the provisions of Article Sixteen of
the Company's Bylaws, and approval of resolutions in this regard. |
ELEVENTH. - It is approved to appoint Mr. Nicolas Notebaert
as Chairman of the Board of Directors., in the understanding that such appointment is subject to the condition precedent of the Closing.
TWELFTH. - It is approved to ratify Mrs. Adriana Díaz
Galindo as Secretary of the Board of Directors, without being a member thereof.
THIRTEENTH. - Finally, it is approved to maintain the independent
members of the Board of Directors of the Company as members of the Audit Committee and the Corporate Practices, Finance, Planning and
Sustainability Committee.
In this regard, the Board of Directors and the Audit and Corporate
Practices, Finance, Planning and Sustainability Committees would be integrated as follows, once the Condition Precedent is met:
BOARD OF DIRECTORS
| Proprietary Directors |
Position |
Share Serie |
| Nicolas Notebaert |
Chairman |
“BB” |
| Rémi Maumon de Longevialle |
Director |
“BB” |
| Olivier Mathieu |
Director |
“BB” |
| Pierre-Hugues Schmit |
Director |
“B” |
| Eric Delobel |
Director |
“B” |
| Emmanuelle Huon |
Director |
“B” |
| Martin Werner Wainfeld |
Independent Director |
“B” |
| Alejandro Ortega Aguayo |
Independent Director |
“B” |
| Luis Ignacio Solórzano Aizpuru |
Independent Director |
“B” |
| Ricardo Maldonado Yáñez |
Independent Director |
“B” |
| Federico Patiño Márquez |
Independent Director |
“B” |
SECRETARY OF THE BOARD OF DIRECTORS
| Name |
Position |
| Adriana Díaz Galindo |
Secretary, not a member of the Board |
AUDIT COMMITTEE
| Name |
Position |
| Martin Werner Wainfeld |
Chairman / Independent Director |
| Alejandro Ortega Aguayo |
Independent Director |
| Federico Patiño Márquez |
Independent Director |
CORPORATE PRACTICES, FINANCE, PLANNING AND SUSTAINABILITY COMMITTEE
| Name |
Position |
| Ricardo Maldonado Yáñez |
Chairman / Independent Director |
| Alejandro Ortega Aguayo |
Independent Director |
| Luis Ignacio Solórzano Aizpuru |
Independent Director |
FOURTEENTH. - The appointments of the Board Members, Chairman
of the Board, Chairmen of the Board Committees and Secretary of the Board of Directors approved at the Meeting, shall be effective and
shall continue in office until such time as a Shareholders' Meeting resolves otherwise.
| VI. | Proposal, discussion and if applicable,
approval of the designation of Special Delegates to formalize the resolutions adopted by the meeting. |
Designation of Special Delegates.
About OMA
Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., known as OMA, operates 13 international airports in nine states of central and northern Mexico. OMA’s airports serve Monterrey, Mexico’s third largest metropolitan area, the tourist destinations of Acapulco, Mazatlán, and Zihuatanejo, and nine other regional centers and border cities. OMA also operates the NH Collection Hotel inside Terminal 2 of the Mexico City airport and the Hilton Garden Inn at the Monterrey airport. OMA employs over 1,100 persons in order to offer passengers and clients airport and commercial services in facilities. OMA is listed on the Mexican Stock Exchange (OMA) and on the NASDAQ Global Select Market (OMAB). For more information, visit:
• Webpage
http://ir.oma.aero
• Twitter
http://twitter.com/OMAeropuertos
• Facebook
https://www.facebook.com/OMAeropuertos
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Grupo
Aeroportuario del Centro Norte, S.A.B. de C.V. |
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By: |
/s/
Ruffo Pérez Pliego |
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|
Ruffo
Pérez Pliego |
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|
Chief
Financial Officer |
Dated
December 1, 2022
