fibrahotel holders meeting
Post on 07-Jul-2022
0 Views
Preview:
TRANSCRIPT
FibraHotel Holders Meeting
April 26th, 2017 @FibraHotel
2
Disclaimer
This presentation has been prepared by FibraHotel
(or the “Trust”) for informational and discussion
purposes. It does not constitute or form part of any
offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for, any
Certificados Bursátiles Fiduciarios Inmobiliarios (or
the “CBFI”) in the Trust, nor shall any part of it nor
the fact of its dissemination form part of or be relied
on in connection with any contract or investment
decision relating thereto. Any such offering may be
made only by an offering memorandum and the
information contained herein will be superseded in its
entirety by such offering memorandum in final form.
This presentation does not contain all the information
you should consider before investing in CBFIs of the
Trust and no representation or warranty, express or
implied, is made by any party as to the accuracy,
fairness, completeness or materiality of the
information furnished in this presentation, which
remains subject to verification, completion and
change without notice. Investors should review the
offering memorandum (including the information
therein as to risks) prior to making an investment
decision and should rely only on the information
contained in the offering memorandum. The Trust
has not authorized anyone to provide you with
information different from that contained in the
offering memorandum.
The securities mentioned in this document have not
been registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and may not be
offered or sold in the United States absent registration
or exemption from registration under the Securities Act.
The information in this presentation includes forward-
looking statements which are based on current
expectations, beliefs, and predictions about future
events. These forward looking statements are subject to
known and unknown risks, uncertainties and
assumptions about the Trust, its prospects and the
economic environment in which it operates that may
prove to be incorrect. Accordingly, the events described
in such forward-looking statements may not occur and
the Trust’s objectives may not be realized.
By attending this presentation you agree to be bound by
the foregoing limitations and not to distribute, disclose or
provide any information discussed today to any other
person.
3
Agenda for the CBFI Holders Meeting
I. Establishment of the Meeting
II. Appointment and ratification of the members of the Technical Committee of the FibraHotel Trust
III. Proposal, discussion and, as the case may be, approval of the FibraHotel Trust’s audited financial
statements for the 2016 fiscal period, prior approval of the Technical Committee of the FibraHotel
Trust
IV. Proposal, discussion and, as the case may be, approval of amendments to the FibraHotel Trust prior
agreement by the Settlor, Trustee, and Common Representative, and, for purposes of the foregoing,
perform any acts necessary
V. Proposal, discussion and, as the case may be, approval of the policies and mechanisms for the
acquisition of CBFIs to which the Technical Committee shall be subject to in carrying out CBFIs
repurchase transactions, as well as the maximum amount of resources that may be used to carry
out such transactions from January 1st to December 31st, 2017
VI. Proposal, discussion and, as the case may be, approval to implement an employee incentive plan
based on CBFIs and, as the case may be, authorization to issue CBFIs for that purpose
VII. General Matters
4
75
75 74
73 76
2
4
7 8
10 20
21
22
23
27
30
31
32
36 34
43 3
35
40
38
17
29
15 28
11
12
14
25
16
38
42
46 45
9 18
26
24
13
1
6
44
51
49 48
47
52
53
54 55
56
57
59
58
62
84
64
65
66
68 67
41
69
60 70
63
19 33
61 37
78
5 39
71 77 50
72
79
80
81
74
FibraHotel´s portfolio
Mexico City
In 26 states
Total
85 hotels
12,023 rooms Hotel # room
1 Fiesta Inn Culiacán 146
2 Fiesta Inn Durango 138
3 One Monterrey 126
4 One Acapulco 126
5 One Toluca 126
6 One Coatzacoalcos 126
7 Fiesta Inn Tepic 139
8 One Aguascalientes 126
9 Fiesta Inn Hermosillo 155
10 One Culiacán 119
11 Fiesta Inn Ecatepec 143
12 Fiesta Inn Perinorte 127
13 Fiesta Inn Nuevo Laredo 120
14 Fiesta Inn Naucalpan 119
15 Fiesta Inn Cuautitlán 128
16 Fiesta Inn Perisur 212
17 Camino Real Puebla 153
18 Fiesta Inn Chihuahua 152
19 Fiesta Inn Guadalajara 158
20 One Querétaro 126
21 Fiesta Inn Aguascalientes 125
22 Fiesta Inn Monterrey 161
23 Fiesta Inn Querétaro 175
24 Fiesta Inn Saltillo 149
25 One Patriotismo 132
26 Fiesta Inn Cd. Juárez 166
27 Fiesta Inn Mexicali 150
28 Fiesta Inn León 160
29 Fiesta Inn Monclova 121
30 Fiesta Inn Torreón 146
31 Real Inn Morelia 155
32 Camino Real Suites Puebla 121
33 One Tapatío 126
82
FibraHotel´s portfolio
84
Note: Shaded green properties represent under development, yellow represents non-stabilized properties
Operating
78 hotels
10,812 rooms
7 hotels under development with 1,211 rooms
22 hotels in ramp-up period with 2,922 rooms
56 stabilized hotels with 7,890 rooms
83
Hotel # room
34 Fiesta Inn Puebla Finsa 123
35 Fiesta Inn Oaxaca 145
36 One Puebla Finsa 126
37 Real Inn Guadalajara 197
38 Fiesta Inn Tlalnepantla 131
39 Fiesta Inn Toluca Tollocan 144
40 Real Inn Mexicali 158
41 Fiesta Inn Lofts Monclova 37
42 One Monclova 66
43 Grand Fiesta Americana Monterrey 180
44 Live Aqua Monterrey 74
45 Courtyard Vallejo 125
46 Fairfield Inn Vallejo 121
47 Fiesta Americana Aguascalientes 192
48 Fiesta Inn Xalapa 119
49 One Xalapa 126
50 Fairfield Inn Villahermosa 134
51 Fiesta Inn Cd. Obregon 141
52 Fiesta Inn Lofts Querétaro 50
53 Gamma León 159
54 Courtyard Cd. Del Carmen 133
55 Fiesta Inn Lofts Cd. Del Carmen 120
56 Gamma Valle Grande 135
57 Fairfield Inn Los Cabos 128
58 Fiesta Inn San Luis Potosi Oriente 140
59 Gamma Tijuana 140
60 Fairfield Inn Saltillo 139
61 AC Torre Americas Guadalajara 188
62 AC Antea Querétaro 175
63 One Perisur 144
64 Sheraton Ambassador Monterrey 229
65 Live Aqua Boutique Playa del Carmen60
66 Fiesta Inn Los Mochis 125
67 Fiesta Inn Cuernavaca 155
68 One Cuernavaca 125
69 Fairfield Inn & Suites Juriquilla 134
70 One Durango 126
71 Aloft Veracruz 166
72 Fairfield Inn & Suites Nogales 134
73 Fiesta Inn Lofts Monterrey 48
74 Fiesta Americana Viaducto 255
75 One Cuautitlan 156
76 Fiesta Americana Pabellon M 178
77 Fiesta Inn Villahermosa 159
78 Fiesta Inn Puerto Vallarta 144
79 Fiesta Americana Hermosillo 220
80 Fiesta Inn Buenavista 129
81 Full Service Villa del Mar Veracruz 173
82 Fiesta Inn Monterrey Valle 177
83 Live Aqua San Miguel de Allende 134
84 Fiesta Americana Tlalnepantla 224
85 Courtyard Toreo 130
I - Establishment of the Meeting
5
Agenda for the CBFI Holders Meeting
I. Establishment of the Meeting
II. Appointment and ratification of the members of the Technical Committee of the FibraHotel
Trust
III. Proposal, discussion and, as the case may be, approval of the FibraHotel Trust’s audited financial
statements for the 2016 fiscal period, prior approval of the Technical Committee of the FibraHotel
Trust
IV. Proposal, discussion and, as the case may be, approval of amendments to the FibraHotel Trust prior
agreement by the Settlor, Trustee, and Common Representative, and, for purposes of the foregoing,
perform any acts necessary
V. Proposal, discussion and, as the case may be, approval of the policies and mechanisms for the
acquisition of CBFIs to which the Technical Committee shall be subject to in carrying out CBFIs
repurchase transactions, as well as the maximum amount of resources that may be used to carry
out such transactions from January 1st to December 31st, 2017
VI. Proposal, discussion and, as the case may be, approval to implement an employee incentive plan
based on CBFIs and, as the case may be, authorization to issue CBFIs for that purpose
VII. General Matters
6
II - Ratification of the members of the Technical Committee
Simón Galante
CEO
Alberto Galante
Roberto Galante
Technical Committe Members
Manuel Zepeda Payeras Miembro del Comité Técnico M
iem
bro
s n
o In
de
pe
nd
ien
tes
In
de
pe
nd
ien
tes
Roberto Galante Totah Miembro del Comité Técnico
Sandor Valner Waxtein Miembro del Comité Técnico
Benjamín Adolfo Fastlicht Kurián Miembro del Comité Técnico
Jaime Zabludowsky Kuper Miembro del Comité Técnico
Position
Felipe de Yturbe Miembro del Comité Técnico
Alberto Galante Zaga Miembro del Comité Técnico
Management team
Committees
Audit Committee
Practices
Audit
At least 3 members
100% independent
At least 3 members
100% independent
Technical
Committee
Nominations
5 members
60% independent
Practices committee
Nominations
committee
Mayer Zaga Bucai Miembro del Comité Técnico
Albert Galante Saadia Miembro del Comité Técnico Eduardo López
General Director
Edouard Boudrant
CFO
Guillermo Bravo
Head of Development
and Investor
Relations
Simón Galante Zaga Miembro del Comité Técnico
Pablo de la Peza Berríos Miembro del Comité Técnico
Propuesto a asamblea
7
Roberto Galante Totah: Mr. Galante is one of the founding members of Grupo GDI and its President. Prior to Grupo GDI's
establishment, from 1989 until 2005, Mr. Galante was one of the founding members of and the President of the board of Súper
Jeans, a company dedicated to the sale of casual clothing on a national level. Currently, Mr. Galante is an executive member of
the Board of Mexican Hotel Fund I and II, the Mexican Commercial Fund, La Vista Country Club, Bosque Real and Mercap
Alberto Galante Zaga: Mr. Galante is a member and vice president of Grupo GDI. Prior to Grupo GDI's establishment, from
1989 until 2005, Mr. Galante was a founding member and President of the board of Súper Jeans, a company dedicated to the
sale of casual clothing on a national level. Currently, Mr. Galante is an executive member of the board of the Mexican Hotel
Fund I and II, the Mexican Commercial Fund, La Vista Country Club, Bosque Real and Mercap
Simón Galante Zaga: Mr. Simón Galante is our Advisor's Chief Executive Officer. Founding Partner and CEO of Grupo GDI,
Mr. Simón Galante has over 20 years of experience in the hotel, residential and retail segments, as a developer and real estate
manager, as well as in acquisitions, development and financing of real estate projects. Mr. Simón Galante is a member of the
board of Fondo Hotelero Mexicano I and II, Fondo Comerical Mexicano, La Vista Country Club, Bosque Real and Mercap, all
companies of Grupo GDI. Mr. Simón Galante holds a specialization in Business Administration from IPADE Business School.
Adolfo Benjamín Fastlicht Kurián: Mr. Kurian is a founding member and Chief Executive Officer of Icon Group, a Mexican
company dedicated to real estate development. Mr. Kurian was a co-founder and Co-Chief Executive Officer of Grupo Cinmex
(from its creation in 1994 until 2005), one of main movie theater chains in Mexico and one of the most successful management
projects in Mexico. Currently, Mr. Kurian serves as a strategic advisor of Grupo Cinemex. Mr. Kurian is a shareholder, director
and member of the board of Grupo GDI. He has served as President of the Association of Real Estate Developers (ADI), the
main association of the real estate development industry in Mexico, and also serves on the board of directors of various non-
profit and educational institutions. Mr. Kurian holds a Bachelor of Science Degree in Hotel Administration from Boston University
(1989) and a Masters Degree in Business Administration from Harvard University (1993)
Sandor Valner Watstein: Mr. Valner is the Chief Executive Officer of Walton Street Capital, a global real estate funds
administration company. Mr. Valner served as Director of Credit Suisse First Boston in Mexico and as a member of its executive
committee for Latin America. He has been a member of EMVA and Valor Cosultores, investment banks, and has worked with
J.P. Morgan on corporate finance and mergers and acquisitions. Mr. Valner is a co-founder and Vice President of the Mexican
Association of Real Estate Funds and Infrastructure and a member of the administrative board of various real estate companies
in Latin America. He is an active member of the World's Presidents Organization and holds Master Degrees in Engineering and
Business Administration from Stanford University
II - Ratification of the members of the Technical Committee
8
Albert Galante Saadia: Mr. Galante is an Industrial Engineer from the Universidad Autónoma de México. Since 1991 he has
been a member of the board of Mex Factor, Casa de Bolsa. Mr. Galante is a founding partner and member of the board of
Normalización y Certificación Electrónica, S.C., and a certification organization in the electronics sector that was established in
2001. Mr. Galante also has been CFO and member of the board of Ampliequipos, S.A. DE C.V. Laboratorios de Pruebas de
Seguridad since 1987, and, since 1986, CFO and advisor of Ampliaudio, S.A. DE C.V. Importación y Exportación de Equipos de
Electrónica y Similares
Mayer Zaga Bucay: Mr. Zaga Bucay is the Chief Financial Officer of Grupo Industrial Miro, a clothing and textile manufacturing
company, which is also an import-export agent for brands such as Nike, Adidas and Victoria's Secret, among others, employing
approximately 2,000 persons. He co-founded in 1983 the award-wining clothing company Ocean Pacific, which opened nearly
50 stores nationally and was a supplier to highly-renowned department stores in Mexico. Currently, Mr. Zaga Bucay is an
investor in various real estate projects, as well as a member of Grupo GDI
Manuel Zepeda Payeras: Mr. Zepeda is an independent member of our technical committee and has played a key role in many
major institutions and regulatory entities within the housing and mortgage industries in Mexico. Between 1989 and 2002 he
presided over the Fondo de Operación y Financiamiento Bancario a la Vivienda (FOVI, a trust created to provide financial
support for the acquisition and construction of affordable housing) administered by Bank of Mexico. Mr. Zepeda was the founder
and General Manager for Sociedad Hipotecaria Federal, a financial institution created to promote access to quality housing for
those who need it. During 2007 and 2008, he was president of Unión Interamericana para la Vivienda, an association founded in
1964 that represents over 100 financial intermediaries in Latin America for the mortgage business. He has been Advisor to the
following housing companies: SARE Holding; MARHNOS Vivienda; and ARKO Promoción Inmobiliaria. He is former Advisor to
Crédito Inmobiliario (a Sociedad Financiera de Objeto Múltiple or Sofom) and to INMESP, a real estate investment fund. Mr.
Zepeda was Managing Partner at Afín, Asesores en Finanzas S.C., a consulting firm, founded in 2003, which specialized
primarily in financial advisory and advisory services for states and municipalities with respect to financing provided by
BANOBRAS, World Bank and Banco Interamericano de Desarrollo (BID). Mr. Zepeda was also partner at three companies
specializing in judicial recovery of personal and business loans, and in the production and commercialization of light concrete
and related products. Mr. Zepeda has also been member of various non-profit organizations, including the Global Advisory
Board for the GSB at Chicago University, among others. He also served as Chief Economist to the President of Mexico between
1976 and 1982. Mr. Zepeda holds Master Degrees in Economics and Business Administration from the University of Chicago.
II - Ratification of the members of the Technical Committee
9
Jaime Zabludowsky Kuper: Mr. Kuper is is an independent member of our technical committee. From February 2007 to
present, Mr. Zabludowsky has been Executive President for Consejo Mexicano de la Industria de Productos de Consumo, A.C.
(CONMEXICO), an association which represents 46 of the most important companies dedicated to high rotation consumer
goods. Also, from 2010 to present, Mr. Zabludowsky has been Independent Advisor for the board of directors of PEMEX
Exploración y Producción, as well as President of its Acquisitions, Leasing, Works and Services Committee. Mr. Zabludowsky
has held different public positions such as Deputy Chief for negotiations of the Free Trade Agreement between Mexico and the
U.S. (TLCAN, 1990-1994), Deputy Secretary for the International Commercial Negotiations of the Secretaría de Comercio y
Fomento Industrial (1994-1998), Ambassador for Mexico in the European Union, Chief Negotiator for the Free Trade Agreement
between Mexico and the European Union (1998-2001), Economist for the Economic Investigation Department at the Bank of
Mexico (1984-1985) and Economist for the Economic Advisory team of the President of Mexico (1985-1988). Mr. Zabludosky is
a founding partner of IQOM Inteligencia Comercial, a company dedicated to supplying electronic strategic information on foreign
trade. Mr. Zabludowsky has been advisor to many major institutions, including Asian and Latin American governments as well
as international multi-lateral institutions, regarding international trade and competition. He is a member of the board of advisors
for various companies, civil associations and public institutions. Mr. Zabludowsky holds a P.H.D. in Economics from Yale
University.
Felipe de Yturbe Bernal: Mr. Bernal is an independent member of our technical committee. From 2001 to the beginning of
2012, Mr. De Yturbe was General Manager for the Brokerage Division (Casa de Bolsa) as well as Associate General Manager
for the Corporate Banking, Investment Banking, Treasury and Fiduciary Divisions at Grupo Financiero Scotiabank Inverlat. From
1996 until 2000, Mr. De Yturbe was General Manager for Deustche Bank Mexico and General Manager for Banco Mexicano. He
has been a partner at Yturbe, Laborde y Asociados, a firm specializing in investment management. Mr. De Yturbe spent 12
years at Banco Nacional de Mexico where he held various positions. He started as Account Executives Coordinator and
became Associate General Manager for the Corporate Banking, Investment Banking and Fiduciary divisions. Mr. De Yturbe held
the positions of Treasurer and CFO for Cementos Anahuac (1976-1979) and was Vice President for The First National Bank of
Chicago's office in Mexico City. Mr. De Yturbe holds a Master in Business Administration degree from Harvard University.
Pablo de la Peza Berrios: Mr. De la Peza worked in Banco Nacional de Mexico “Banamex” from 1976 to 2013 on various
positions in Mexico and internationally, including Director of International Treasury, General Director of California Commerce
Bank, Director of Strategic Planning, General Director of Insurance and Pension Funds (Afore), and Strategic Planning and
Corporate Development for Citi in Latin America. He has been a director of several investment funds administered by Banamex
and president of the Insurance, Pension Fund and Investment Fund committees at Banamex. In 2013 he retired from Banamex
and continues participating as an advisor. Mr. De La Peza is an Industrial Engineer from Universidad Iberoamericana and is also
a mentor for the Endeavor program.
II - Ratification of the members of the Technical Committee
10
Agenda for the CBFI Holders Meeting
I. Establishment of the Meeting
II. Appointment and ratification of the members of the Technical Committee of the FibraHotel Trust
III. Proposal, discussion and, as the case may be, approval of the FibraHotel Trust’s audited
financial statements for the 2016 fiscal period, prior approval of the Technical Committee of
the FibraHotel Trust
IV. Proposal, discussion and, as the case may be, approval of amendments to the FibraHotel Trust prior
agreement by the Settlor, Trustee, and Common Representative, and, for purposes of the foregoing,
perform any acts necessary
V. Proposal, discussion and, as the case may be, approval of the policies and mechanisms for the
acquisition of CBFIs to which the Technical Committee shall be subject to in carrying out CBFIs
repurchase transactions, as well as the maximum amount of resources that may be used to carry
out such transactions from January 1st to December 31st, 2017
VI. Proposal, discussion and, as the case may be, approval to implement an employee incentive plan
based on CBFIs and, as the case may be, authorization to issue CBFIs for that purpose
VII. General Matters
11
371 412 439
468 498 510
544 591
656
FY2014
1Q2015
2Q2015
3Q2015
FY2015
1Q2016
2Q2016
3Q2016
FY2016
III – 2016 financial results
AFFO (millions of Pesos) Distributions (millions of Pesos)
24.3% 24.6% 24.5% 24.6% 24.8%
24.4% 24.4% 24.4% 24.9%
Total revenue (millions of Pesos) EBITDA (millions of Pesos / %)
1,531 1,671 1,793 1,901 2,008 2,092
2,227 2,418
2,635
FY2014
1Q2015
2Q2015
3Q2015
FY2015
1Q2016
2Q2016
3Q2016
FY2016
+32% vs.
FYE 2015 +31% vs.
FYE 2015
424 428 420
428 429 420
432
458
494
FY2014
1Q2015
2Q2015
3Q2015
FY2015
1Q2016
2Q2016
3Q2016
FY2016
Last twelve months
424 428 423 429
436 432 442
470
503
FY2014
1Q2015
2Q2015
3Q2015
FY2015
1Q2016
2Q2016
3Q2016
FY2016
Last twelve months
Last twelve months Last twelve months
12
Agenda for the CBFI Holders Meeting
I. Establishment of the Meeting
II. Appointment and ratification of the members of the Technical Committee of the FibraHotel Trust
III. Proposal, discussion and, as the case may be, approval of the FibraHotel Trust’s audited financial
statements for the 2016 fiscal period, prior approval of the Technical Committee of the FibraHotel
Trust
IV. Proposal, discussion and, as the case may be, approval of amendments to the FibraHotel
Trust prior agreement by the Settlor, Trustee, and Common Representative, and, for purposes
of the foregoing, perform any acts necessary
V. Proposal, discussion and, as the case may be, approval of the policies and mechanisms for the
acquisition of CBFIs to which the Technical Committee shall be subject to in carrying out CBFIs
repurchase transactions, as well as the maximum amount of resources that may be used to carry
out such transactions from January 1st to December 31st, 2017
VI. Proposal, discussion and, as the case may be, approval to implement an employee incentive plan
based on CBFIs and, as the case may be, authorization to issue CBFIs for that purpose
VII. General Matters
13
IV – Summary of changes to the trust
FibraHotel (BMV: FIHO 12), the first real estate investment trust specialized in hotels in Mexico, announces its CBFI Holders Meeting to take
place on April 26th 2017, the following amendments to the Trust Agreement F/1596 will be presented for approval of such meeting. This
translation is for information purposes only, please refer to the full marked document available on FibraHotel's website (www.fibrahotel.com):
I. References to CBFIs made as trust certificates are substituted by real estate trust certificates to adapt the Trust Agreement to what is
set forth by the Applicable Legislation
II. Clauses Ninth Bis, Ninth Bis 1, Ninth Bis 2 and Ninth Bis 3 of the Trust Agreement will be removed and the provisions set forth therein
will be included in the document to comply with the Applicable Legislation. In summary, these matters include but are not limited to: (a)
approval levels for certain transactions; (b) authorization to modify the investment regime; (c) minority holders’ rights; (d) percentage of
votes necessary to remove the manager; (e) certain attributions of the Technical Committee with regard to transactions with related
parties and indebtedness monitoring mechanisms; (f) Holders Meeting calls to be made by the Trustee; (g) Obligations of the Common
Representative; (h) Reports by the Manager.
III. An amendment to the leverage policies is included to comply with the methodology established by the CNBV regulation applicable to
FIBRAS, in the understanding that the CNBV establishes a leverage limit that cannot exceed 50% of the total assets as well as a new
Debt Service Coverage Index. Additionally, an internal LTV limit of 40% of the total non-depreciated assets is established
IV. An amendment to the Trust is included to be able to perform CBFIs acquisition operations as well as their placement or cancellation, as
instructed by the Manager to the Trustee and complying with the maximum amount intended for repurchase operations, as well as
policies, procedures and mechanisms approved by the Holders Meeting. Such mechanism has generally the following characteristics:
a. Keep CBFIs in Treasury in accordance with the following:
i. CBFIs may be put into circulation to be placed on the secondary market and/or be used as payment of the Trust’s
obligations.
ii. Until the CBFIs are put into circulation, they will be considered for the purpose of the number of outstanding CBFIs and
will not have corporate or economic rights.
iii. Different Authorization Levels will be required to cancel or place the CBFIs available in Treasury depending on the
transaction amount
b. Acquisition of own CBFIs: The Trustee may purchase its own CBFIs as long as it complies with all of its debt related obligations.
The Holders Meeting will determine the maximum amount of resources that may be allocated by the Trustee to acquire its own
outstanding CBFIs every year. All purchases must be made through a stock exchange and made at a market price, except in the
case of public takeover bids or auctions authorized by the CNBV.
TRANSALATION FOR INFORMATION PURPOSES ONLY
Note: For the full changes to the Trust please refer to www.fibrahotel.com
14
V. A mechanism is included to authorize any increases to the amount of the Advisor’s Annual Fee which includes the favorable opinion of
the Practices Committee to the Technical Committee, with the prior opinion of an independent expert, as well as the favorable vote of
the majority of the Independent Members of the Technical Committee to submit such increase to the Holders Meeting. Such meeting
must be called at least 30 days in advance and at least the Holders representing 51% of the outstanding CBFIs approve such increase
in the Holders Meeting, excluding the vote of the control group (Fideicomitentes Adherentes Relevantes).
VI. Modify the percentages required to authorize the following: (i) (a) the CBFIs delisting; (b) the cancellation of the RNV registration; (c) the
anticipated termination of the Trust Agreement; (d) the liquidation of the Trust Assets; in which a favorable vote of the Holders
representing at least 95% (ninety-five percent) of the outstanding CBFIs shall be required; and (ii) amendments to the Trust Agreement
pursuant to Section Thirty, for which the vote of the Holders representing at least 75% of the outstanding CBFIs and will be resolved
with the favorable vote of the Holders representing the majority of the CBFIs present in such Holders' Meeting.
VII. The Sections relating to the Audit Committee and the Practices Committee are modified to establish that they will be integrated with a
minimum of 3 Independent Members and that the chairman of such committees will have the casting vote in case there is a tie in the
voting of some matter.
VIII.A paragraph is included in Section Thirty regarding amendments to the Trust Agreement, which provides that the Trust Agreement may
be amended without requiring the approval of the Holders Meeting when those amendments are intended to or consist in harmonizing
the terms of the Trust Agreement with any modification to the Applicable Law or requirements or criteria of the CNBV or any competent
authority, as long as the Holders rights are not affected. The Trustee shall inform the Holders of the modifications made pursuant to the
foregoing by publishing a relevant event through EMISNET.
TRANSALATION FOR INFORMATION PURPOSES ONLY
IV – Summary of changes to the trust
Note: For the full changes to the Trust please refer to www.fibrahotel.com
15
Agenda for the CBFI Holders Meeting
I. Establishment of the Meeting
II. Appointment and ratification of the members of the Technical Committee of the FibraHotel Trust
III. Proposal, discussion and, as the case may be, approval of the FibraHotel Trust’s audited financial
statements for the 2016 fiscal period, prior approval of the Technical Committee of the FibraHotel
Trust
IV. Proposal, discussion and, as the case may be, approval of amendments to the FibraHotel Trust prior
agreement by the Settlor, Trustee, and Common Representative, and, for purposes of the foregoing,
perform any acts necessary
V. Proposal, discussion and, as the case may be, approval of the policies and mechanisms for
the acquisition of CBFIs to which the Technical Committee shall be subject to in carrying out
CBFIs repurchase transactions, as well as the maximum amount of resources that may be
used to carry out such transactions from January 1st to December 31st, 2017
VI. Proposal, discussion and, as the case may be, approval to implement an employee incentive plan
based on CBFIs and, as the case may be, authorization to issue CBFIs for that purpose
VII. General Matters
16
V – 2017 CBFI repurchase plan
I. Proposal, discussion and, as the case may be, approval of the policies and mechanisms for the acquisition of CBFIs to
which the Technical Committee shall be subject to in carrying out CBFIs repurchase transactions, as well as the maximum
amount of resources that may be used to carry out such transactions from January 1st to December 31st, 2017
II. Proposal:
I. Approve that during the period of January 1st to December 31st 2017, FibraHotel may repurchase up to Ps. 400.0
million (four hundred million Pesos), or up to 5% (five percent) of the outstanding CBFIs of FibraHotel which today
represent up to 24,970,088 CBFIs. The CBFIs that are repurchased will be placed in treasury and will not have
economic rights from the moment they are repurchased and until either of: (i) the Technical Committee decides to
grant them economic or corporate rights and or (ii) the CBFIs are sold back to the market or canceled in the terms of
the applicable legislation
II. The Technical Committee will determine and approve the details of the repurchase plan based on the maximum
amounts approved by the Holders, and could grant the Administrator the faculty to operate the plan. The plan will
comply with the recent terms set forth in the Miscelanea Fiscal 2017 for Real Estate Trusts and all applicable
legislations
17
Agenda for the CBFI Holders Meeting
I. Establishment of the Meeting
II. Appointment and ratification of the members of the Technical Committee of the FibraHotel Trust
III. Proposal, discussion and, as the case may be, approval of the FibraHotel Trust’s audited financial
statements for the 2016 fiscal period, prior approval of the Technical Committee of the FibraHotel
Trust
IV. Proposal, discussion and, as the case may be, approval of amendments to the FibraHotel Trust prior
agreement by the Settlor, Trustee, and Common Representative, and, for purposes of the foregoing,
perform any acts necessary
V. Proposal, discussion and, as the case may be, approval of the policies and mechanisms for the
acquisition of CBFIs to which the Technical Committee shall be subject to in carrying out CBFIs
repurchase transactions, as well as the maximum amount of resources that may be used to carry
out such transactions from January 1st to December 31st, 2017
VI. Proposal, discussion and, as the case may be, approval to implement an employee incentive
plan based on CBFIs and, as the case may be, authorization to issue CBFIs for that purpose
VII. General Matters
18
VI – Employee incentive plan
FibraHotel requests authorization to establish an employee incentive plan which has been prepared by an independent expert based on the
market´s best practices. The plan is based on grants of CBFIs in certain employees meet a set of objectives determined by the Technical
Committee and if they are still employees at the time the grants vest
Objectives: (i) Incentivize FibraHotel´s key employees in the long term with a CBFI program based on reaching key objectives, (ii) Align the
interests between key employees and FibraHotel shareholders
Plan size: During the following four years, the incentive plan could represent up to 4,994,018 CBFIs*, based on different vesting periods for
the CBFIs and reaching certain objectives
Plan structure:
Plan validation and supervision: The validation of the plan as well as the supervision of the plan will be done by the Technical Committee.
The plan is based on meeting certain objectives and include a component of AFFO growth, a component of the price of the CBFI vs. a
benchmark of comparable companies as well as a total shareholder return hurdle component. The stock grants also include vesting periods
of four years for the 2018 and 2019 plan, as well as a four year step-up vesting period for the 2017 plan. The plan has been prepared
based on the advice of an independent expert based on the market´s best practices and is based on reaching certain objectives
Proposal:
I. Approve the long term employee incentive compensation plan
II. Approve the issuance of 4,994,018 CBFIs. These CBFIs will be held in treasury and will not have economic or corporate rights
from the moment they are issued and until: (i) FibraHotel´s Technical Committee decides to grant the CBFIs to employees at
which time the CBFIs will have rights, and (ii) the CBFIs are paced back on the market of canceled
*Note: The base case scenario for the plan´s objectives represents 3.3mm CBFIs (0.67% of total CBFIs). The maximum amount presented in the plan of 1% of CBFIs would imply a
substantial increase to expected results in 2017 and 2018.
Maximum plan size VESTING (# de CBFIs )
Plan # CBFIs % CBFIs VESTING PERIOD 2018 2019 2020 2021 TOTAL
Plan 2017 1,679,582 0.336% 20% in 2018 / 30% in 2019 / 50% in 2020 335,916 503,875 839,791 - 1,679,582
Plan 2018 1,578,303 0.316% 100% in 2020 - - 1,578,303 - 1,578,303
Plan 2019 1,736,133 0.348% 100% in 2021 - - - 1,736,133 1,736,133
TOTAL 4,994,018 1.000% 335,916 503,875 2,418,094 1,736,133 4,994,018
% of the total plan 6.7% 10.1% 48.4% 34.8% 100.0%
% of CBFIs 0.07% 0.10% 0.48% 0.35% 1.00%
19
Agenda for the CBFI Holders Meeting
I. Establishment of the Meeting
II. Appointment and ratification of the members of the Technical Committee of the FibraHotel Trust
III. Proposal, discussion and, as the case may be, approval of the FibraHotel Trust’s audited financial
statements for the 2016 fiscal period, prior approval of the Technical Committee of the FibraHotel
Trust
IV. Proposal, discussion and, as the case may be, approval of amendments to the FibraHotel Trust prior
agreement by the Settlor, Trustee, and Common Representative, and, for purposes of the foregoing,
perform any acts necessary
V. Proposal, discussion and, as the case may be, approval of the policies and mechanisms for the
acquisition of CBFIs to which the Technical Committee shall be subject to in carrying out CBFIs
repurchase transactions, as well as the maximum amount of resources that may be used to carry
out such transactions from January 1st to December 31st, 2017
VI. Proposal, discussion and, as the case may be, approval to implement an employee incentive plan
based on CBFIs and, as the case may be, authorization to issue CBFIs for that purpose
VII. General Matters
20
VII - General Matters
I. Appointment of delegates to execute the resolutions approved in the Meeting
top related