Corporate Governance

Copa Holdings, S.A. is a publicly traded foreign private issuer listed on the New York Stock Exchange under the ticker “CPA”.

The Company's corporate governance practices are regulated by the New York Stock Exchange and the Company's Articles of Incorporation (Pacto Social) as well as the U.S. Securities and Exchange Commission (SEC), and Panama’s Superintendencia del Mercado de Valores (SMV).

Our authorized capital stock consists of 80 million shares of common stock without par value, divided into Class A shares, Class B shares and Class C shares. As of December 31, 2022, we had 34,033,575 Class A shares issued and 28,477,704 Class A shares outstanding; 10,938,125 Class B shares issued and outstanding, and no Class C shares outstanding. Class A and Class B shares have the same economic rights and privileges, including the right to receive dividends. However, under the Panamanian Aviation Act, Panamanian nationals must exercise “effective control” over the operations of the airline and must maintain “substantial ownership.” The share ownership requirements and transfer restrictions contained in our Articles of Incorporation, as well as the dual-class structure of our voting capital stock are designed to ensure compliance with these ownership and control restrictions. For a summary of the material terms of Copa Holding’s capital stock and a brief summary of certain significant provisions of Copa Holding’s Articles of Incorporation please review our Description of Capital Stock.

The NYSE requires that corporations with shares listed on the exchange comply with certain corporate governance standards. As a foreign private issuer, we are only required to comply with certain NYSE rules relating to audit committees and periodic certifications to the NYSE. The NYSE also requires that we provide a summary of the significant differences between our corporate governance practices and those that would apply to a U.S. domestic issuer.

Our Board of Directors is currently comprised of eleven members, including four directors that meet the standards for independence under the rules of the NYSE. Members of our board serve two-year terms and can be reelected.

The Company has approved a Code of Business Conduct and Ethics (the “Code”) designed to provide reasonable assurance that Copa’s directors, officers, employees and consultants act in accordance with not only the letter but also the spirit of the laws and regulations that apply to our business and with the highest ethical standards of business conduct.

As stipulated in our Disclosure Policy and our Insider Trading Policy, the company is opposed the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information in securities trading.

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