NOTICE OF GUARANTEED DELIVERY
FOR TENDER
OF
AMERICAN DEPOSITARY SHARES
OF
GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V.
(SOUTHEAST AIRPORT GROUP)
TO
AGRUPACIÓN AEROPORTUARIA INTERNACIONAL II, S.A. DE C.V.
This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the U.S. Offer if certificates for ADRs are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach The Bank of New York, as the U.S. Receiving Agent, on or prior to the Expiration Date. This form may be delivered by hand, transmitted by facsimile transmission or mailed to the U.S. Receiving Agent. All capitalized terms not otherwise defined herein are defined in the U.S. Offer to Purchase, dated May 14, 2007 by Agrupación Aeroportuaria Internacional II, S.A. de C.V. and in the accompanying ADS Letter of Transmittal.
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:30 A.M., NEW YORK CITY TIME (8:30 A.M., MEXICO CITY TIME) ON JUNE 12, 2007 UNLESS THE U.S. OFFER IS EXTENDED.
THE U.S. RECEIVING AGENT FOR THE U.S. OFFER IS:
THE BANK OF NEW YORK
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By Mail: | | For Notice of Guaranteed Delivery |
The Bank of New York Tender & Exchange Department P.O. Box 11248 Church Street Station New York, NY10286-1248 | | (for Eligible Institutions only) By Facsimile Transmission: 212-815-6433 To Confirm Facsimile Transmission Only: 212-815-6212 |
By Hand or Overnight Delivery
The Bank of New York
Tender & Exchange Department — 11 West
101 Barclay Street
Receive and Deliver Window — Street Level
New York, NY 10286
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE U.S. RECEIVING AGENT. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE ADS LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE ADS LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Agrupación Aeroportuaria Internacional II, S.A. de C.V., upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, receipt of which is hereby acknowledged, the aggregate number of ADSs set forth below pursuant to the guaranteed delivery procedures set forth in the U.S. Offer to Purchase.
The undersigned agrees that tenders of ADSs pursuant to the U.S. Offer may be withdrawn any time prior to the Expiration Date as provided in the U.S. Offer to Purchase.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
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Signatory: _ _ | | Address: _ _ |
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Number of ADSs Tendered: _ _ | | Area Code and Telephone No.: _ _ |
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No(s). of ADSs (if available): _ __ _ | | If ADSs will be delivered by book-entry transfer at TheDepository Trust Company (“DTC”), provide account number. |
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| | This Notice of Guaranteed Delivery must be signed by the registered holder(s) of ADSs exactly as its (their) name(s) appear on ADRs or on a security position listing as the owner of ADSs or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian,attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information. |
Please print name(s) and address(es)
Name(s): _ _
Capacity: _ _
Address(es): _ _
Do not send ADRs with this form. ADRs should be sent to the U.S. Receiving Agent together with a properly completed and duly executed ADS Letter of Transmittal.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a participant in the Securities Transfer Agents Medallion Program, or an “eligible guarantor institution” (as such term is defined inRule 17Ad-15 under the Securities Exchange Act of 1934, as amended), hereby guarantees that, within three New York Stock Exchange (“NYSE”) trading days after the date of execution of this Notice of Guaranteed Delivery and in any event within three NYSE trading days after expiration of the U.S. Offer, counting such expiration date, a properly completed and duly executed ADS Letter of Transmittal (or a facsimile thereof with original signatures), the ADRs for all physically tendered ADSs, in proper form for transfer, or a book-entry confirmation of transfer of such ADSs into the U.S. Receiving Agent’s account at The Depository Trust Company, including the agent’s message instead of an ADS Letter of Transmittal, as the case may be, with any required signature guarantees and any other documents required by the ADS Letter of Transmittal, will be deposited by the undersigned with the U.S. Receiving Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE ADS LETTER OF TRANSMITTAL AND THE ADRs FOR ALL ADSs TENDERED HEREBY, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE INSTEAD OF AN ADS LETTER OF TRANSMITTAL, TO THE U.S. RECEIVING AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.
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Name of Firm: _ _ | | Authorized Signature: _ _ |
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Address: _ _ | | Name: _ _ |
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Area Code and Telephone Number: _ _ | | Date: _ _ |
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