CBFI Holders Meeting · 2020. 4. 7. · 6 1, 2 Bios of the members of the Technical Committee...
Transcript of CBFI Holders Meeting · 2020. 4. 7. · 6 1, 2 Bios of the members of the Technical Committee...
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CBFI Holders MeetingApril 24th, 2020
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Disclaimer
This presentation is strictly confidential, it has not been independently verified and is being furnished to you solely for your information. It may not be reproduced or
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other jurisdictions may also be restricted by law and persons who obtain this presentation should inform themselves about and observe any such restrictions. This material has
been prepared solely by Trust F/1596 (FibraHotel), a Mexican Trust (“FibraHotel”) for informational and discussion purposes only.
This presentation does not constitute or form part of any offer to sell or issue or any solicitation of any offer to buy or subscribe for any securities (including any certificados
bursátiles fiduciarios inmobiliarios (“CBFIs”)) in the United States or elsewhere nor shall it or any part of it form the basis of or be relied on in connection with any contract or
commitment to purchase securities nor does it constitute the basis, in whole or in part, for the execution of any agreement or commitment of any kind. Specifically, this
presentation does not constitute a placement prospectus or equivalent document, and the information contained herein is general in nature, and it distributed for information
purposes only. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as
amended (the “Act”). FibraHotel and Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria, in its capacity as trustee of FibraHotel have not and do
not intend to register any securities under the Act or offer any securities to the public in the United States. Any decision to purchase CBFIs in any offering should be made
solely on the basis of the information to be contained in the Mexican prospectus to be registered with the Mexican National Banking and Securities Commission (Comisión
Nacional Bancaria y de Valores, or the “CNBV”) or any offering circular to be published in due course relating to any such offering. No representation or warranty, express or
implied, is given or will be given by or on behalf of FibraHotel, the initial purchasers, the Mexican underwriters or any of their respective affiliates or agents, or any of such
person’s directors, officers, employees or advisors or any other person as to the accuracy, completeness, fairness or materiality of the information or opinions contained in this
presentation, including any estimate contained herein, and any reliance you place on them will be at your sole risk. In addition, no responsibility, obligation or liability (whether
direct or indirect, in contract, tort or otherwise) is or will be accepted by FibraHotel, the initial purchasers, the Mexican underwriters or any other person in relation to such
information or opinions or any other matter in connection with this presentation or its contents or otherwise arising in connection therewith.
The information in this presentation includes forward-looking statements, which are statements other than statements of historical fact, and are based on current expectations,
beliefs, and predictions about future events. These statements can be recognized by the use of words such as “believes”, “anticipates”, “depends”, “may”, “plans”, “will”,
“estimates”, “projects”, “trend”, “expects” or words of similar meaning. These forward-looking statements are subject to known and unknown risks, uncertainties and
assumptions about FibraHotel, its prospects, results of operations, financial condition and the economic environment in which it operates that may prove to be incorrect. Such
forward looking statements are not guarantees of future performance and the events described in such forward-looking statements may not occur and FibraHotel’s actual
results may differ significantly from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward looking statements, which are
based on the current view of the management of FibraHotel. Neither FibraHotel nor Administradora Fibra Hotelera Mexicana, S.A. de C.V. (including any of their respective
affiliates, officers, directors, agents or employees) assumes any responsibility or liability with respect to any forward-looking statement that is not achieved.
The securities described herein have not been registered under the Act or any other state securities law of the United States. Consequently, such securities will not be offered
or sold in the United States except to qualified institutional investors, pursuant to Rule 144A of the Act, and outside of the United States to non-U.S. persons pursuant to
Regulation S of the Act.
The recipients of this presentation should not construe the contents hereof as legal, tax, or investment advice, and should consult their own advisers in this regard.
The information in this presentation related to the industry in which FibraHotel operates, including projections and estimates, was obtained from various external data sources
and neither any underwriters or placement agents, nor FibraHotel, assumes any liability regarding such information. This presentation and its contents are the property of
FibraHotel and cannot be reproduced or redistributed to any person, in whole or in part, for any purpose, without the prior written consent of FibraHotel.
By attending this presentation or by accepting to view any of the materials presented, you agree to be bound by the foregoing limitations and not to distribute, disclose or
provide any information discussed today to any other persons. Neither the CNBV nor any other authority has approved or disapproved the contents of this presentation, or the
adequacy or truthfulness of the information contained herein.
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Establishment of the General CBFI Holders’ Meeting
Geographic Distribution of the Current Portfolio
Operators
Brands
Segments
12,560
Rooms
86
Hotels
3
13
5
Limited
Service
Selected
ServiceFull
Service
Extended
Stay
Resort
GDP of States with FIHO Presence¹
GDP of States without FIHO Presence¹
Presence in 26 states across the country, representing 93% of GDP
Mexico City7%
93%
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Accept the resignation of Albert Galante Saadia and Roberto Galante Totah as proprietary
members of the Technical Committee. Appointment of María Dolores Domínguez Vázquez as
proprietary member of the Technical Committee to replace Albert Galante Saadia, and
appointment of Mr. Roberto Galante Totah as Honorary President of the Technical Committee
of the Trust F / 1596
Appointment and ratification of each of the members of the Technical Committee of the F/1596
Trust and qualify the independence of the Independent Members of the Technical Committee
Proposal, discussion and, as the case may be, approval of the F/1596 Trust’s audited financial
statements for the 2019 fiscal period, prior approval of the Technical Committee of the F/1596 Trust
Proposal, discussion and, as the case may be, approval of the maximum amount for the Repurchase
Plan for the period of April 30th, 2020 to April 30th, 2021
Appointment of delegates to execute the resolutions approved in the Meeting
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3
2
5
4
Agenda for the General CBFI Holders Meeting
TRANSALATION FOR INFORMATION PURPOSES ONLY
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1, 2 Proposed FibraHotel´s Technical Committee
Simón Galante
CEO
Alberto GalanteRoberto Galante
Technical Committe Members PositionManagement 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
Eduardo López
General Manager
Edouard Boudrant
CFO
Guillermo Bravo
CIO
No
n-i
nd
ep
en
den
t m
em
eb
ers
Ind
ep
en
den
t
Roberto Galante TotahHonorary President
(proposed)
Alberto Galante Zaga Member
Simón Galante Zaga Member
Benjamín Adolfo Fastlicht Kurián Member
Sandor Valner Watstein Member
Manuel Zepeda Payeras Independent Member
Jaime Zabludowsky Kuper Independent Member
Felipe de Yturbe Independent Member
Pablo de la Peza Berríos Independent Member
Alt
ern
ate
s
Mayer Zaga Bucay Member
MemberMaria Dolores Dominguez (proposed)
Eduardo Zaga Cojab
Eduardo Lopez Garcia
Alternate member
Alternate member
Ho
no
rary
TRANSALATION FOR INFORMATION PURPOSES ONLY
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Changes in the Technical Committee:
• Accept the resignation of Mr. Roberto Galante to the Technical Committee. Nomination Mr. Roberto Galante as
the Honorary President of the Technical Committee
• Accept the resignation of Albert Galante Saadia
• Naming of Maria Dolores Dominguez to the Technical Committee
Ratification of the remaining members of the Technical Committee:
• Ratification of Alberto Galante Zaga, Simon Galante Zaga, Mayer Zaga Bucay, Adolfo Fastlich Kurián, and
Sandor Valner Watstein as members of the Technical Committee as well as Eduardo Zaga Cojab and Eduardo
Lopez Garcia as alternate members
• Ratification and qualify the independence of Pablo de la Peza Berríos, Manuel Zepeda Payeras, Jaime
Zabludowsky Kuper and Felipe de Yturbe as the Independent Members of the Technical Committee
Rationale behind the proposed changes:
• Improve the percentage of independent members within the Technical Committee (40% independent with this
proposal vs. 36% before)
• Add a woman with vast financial and real estate background in Mexico and improve the diversity of the Technical
Committee (10% women with the proposal vs. 0% before)
• Thank and honor the trajectory of Mr. Roberto Galante, founder of Grupo GDI with a honorary position in
FibraHotel´s Technical Committee
Proposals and changes to FibraHotel´s Technical
Committee1 y 2
TRANSALATION FOR INFORMATION PURPOSES ONLY
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Bios of the members of the Technical Committee 1, 2
Non-independent members of the Technical Commitee:
Simón Galante Zaga: Mr. Simón Galante is the Chief Executive Officer of FibraHotel as well as founding Partner and CEO of Grupo GDI. Mr.
Galante has over 25 years of real estate experience in the Mexican Real Estate industry as a developer and real estate manager in the hotel,
residential, retail and storage segments. Mr. Galante has been responsible for structuring, raising capital and funding investment vehicles from a
broad range of investors, including highly sophisticated foreign institutional investors and local family businesses. These vehicles have invested
in various acquisitions, development, redevelopment and sale of real estate projects in Mexico. Mr. Simón Galante is a board member of
FibraHotel (BMV - FIHO:12), Fondo Hotelero Mexicano I and II, Fondo Comerical Mexicano, La Vista Country Club, Bosque Real and Mercap. Mr
Galante is also on the board of trustees of the Museo Memoria y Tolerancia. Mr. Simón Galante holds a specialization in Business
Administration from IPADE Business School as well as a degree from Harvard Business School.
Alberto Galante Zaga: Mr. Alberto Galante is founding partner of Grupo GDI. Mr. Galante has over 30 years of real estate experience as a
developer and real estate manager of various large projects in the tourism, residential and retail segments in Mexico. Prior to Grupo GDI's
establishment 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. Mr. Galante is a board member of FibraHotel (BMV FIHO:12), as well as 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.
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. Sandor Valner is an investor and investment advisor. Mr. Valner served as Chief Executive Officer of Walton Street
Capital, a global real estate funds manager, as well 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 YPO
and holds Master Degrees in Engineering and Business Administration from Stanford University.
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
cofounded 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 is an investor in various real estate projects, as well as a member of Grupo GDI
TRANSALATION FOR INFORMATION PURPOSES ONLY
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Non-independent members of the Technical Commitee:
Maria Dolores Dominguez (proposed): Maria Dolores Dominguez Vazquez is a founding member of Grupo GDI. Mrs. Dominguez has over
25 years of experience in financial, accounting, and treasury in Mexico. Mrs. Dominguez has participated in structuring, raising capital and
funding real estate investment vehicles in the commercial, residential, office and hotel sectors. She has also participated in the acquisition,
financing and sale of different real estate assets and projects in Mexico. Currently, Mrs. Dominguez is Grupo GDI´s CFO and is in charge of
finance and administration of over 50 companies related to the group
Alternate members of the Technical Committee :
Eduardo Zaga Cojab: Mr. Zaga Cojab is the Chief Financial Officer of Grupo Bosque Real, a Mexican organization dedicated to develop
real estate projects. The most important project is Bosque Real, one of the largest development projects in Mexico City with over 600 acres of
land and a potential to develop over 14,000 residential units and 1.5 million m2 of corporate offices. Additionally, Mr. Zaga has experience of
over 10 years of real estate investment and administration and holds an International Business Administration degree from the Universidad
Iberoamericana
Eduardo Lopez Garcia: Mr. López García is FibraHotel´s Managing Director. He served as Chief of Hotel Investments and Development for
Grupo Posadas from 1993 until he joined Grupo GDI as Director of the Lodging Division in 2006, when the group had 9 hotels. Eduardo has
extensive experience developing hotels and has also negotiated various agreements and strategic partnerships with a leading hotel
companies including Grupo Posadas, Marriott International and Grupo Real Turismo. He has 20 years of experience in hotel development
and administration including seven years as FibraHotel´s Management Subsidiary´s CEO
Bios of the members of the Technical Committee 1, 2
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Bios of the members of the Technical Committee 1, 2
Independent members of the Technical Commitee:
Manuel Zepeda Payeras: Mr Zepeda has played a key role in the main public institutions dedicated to mortgage financing in Mexico. He was
CEO for 12 years the Bank Operation and Financing Fund for Housing (FOVI), a trust created to provide financial support for the acquisition
and construction of economic housing and social interest. He was founder and general director of Sociedad Hipotecaria Federal, a financial
institution created to develop the primary and secondary mortgage markets. He was advisor for 10 years of INFONAVIT and FOVISSSTE, the
main mortgage banks cum pension funds in the country, and currently continues as Independent Advisor of the Planning and Risk
Committees of INFONAVIT. He was President of the Inter-American Housing Union, an association that brings together more than 100
financial intermediaries in Latin America for mortgage financing. He has also appeared on the Board of several housing and real estate
development companies, such as CKDS Prumex IV and DELTAK (currently); as well as SARE Holding, MARHNOS Housing, ARKO Real
Estate Development, Real Estate Credit and the BBVA INMESP Real Estate Fund, in past years. He was Deputy Director of Economic
Studies of the Bank of Mexico (1983-1988) and Chief Economist of the Office of Advisors of the President of Mexico between (1976-1982).
Since 2003, when he retired from SHF, he is a Managing Partner of Afín, Asesores en Finanzas S.C., a firm specialized in advisory services
and financial management to companies in the real estate sector and to states and municipalities. He has a master's degree in Economics
and another in Business Administration from the University of Chicago
Jaime Zabludowsky Kuper: Vicepresident and Founding Partner of IQOM Inteligencia Comercial. Since February 2007 he has served as
President of the Mexican Council of the Consumer Products Industry (CONMEXICO), association which represents 44 of the most important
consumer goods companies. Dr. Zabludovsky has held multiple positions in the Mexican government including Deputy Chief Negotiator of
NAFTA, Deputy Secretary of International Trade Negotiations, Mexican Ambassador to the European Union, Chief Negotiator of the
European Union - Mexico Free Trade Agreement, Economist of the Economic Investigation Department at the Central Bank of Mexico and
member of the Economic Advisory Council of the President of Mexico. Dr. Zabludovsky also served as an Independent Advisor to the board
of directors of the PEMEX Exploration and Production Council acting as President of the Acquisitions, Leasing, Works and Services
Committee. Dr. Zabludovsky is a founding partner of IQOM Inteligencia Comercial, a consulting company dedicated to advising governments,
multilateral organizations and private sector on international trade and competitiveness. He also serves as a member of the board of various
companies, civil associations and public institutions. In 2014, Dr. Zabludovsky received the Carrera al Universo award – the most prestigious
recognition bestowed by the alumni association of the Instituto Tecnológico Autónomo de Mexico (ITAM). He holds a PhD in Economics from
Yale University
TRANSALATION FOR INFORMATION PURPOSES ONLY
9
Bios of the members of the Technical Committee 1, 2
Independent members of the Technical Commitee:
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, President and CEO of California Commerce
Bank, Director of Strategic Planning, CEO of Insurance and Pension Funds (Afore), and Director for Strategic Planning and
Corporate Development for Citi in Latin America. He has been a director of several investment funds administered by Banamex
and Chairman of the Insurance, Pension Fund and Investment Fund companies at Banamex. In 2013 he retired from Banamex
and continues participating as an advisor. Currently, Mr. de la Peza is an independent member of the boards and investment
committes of several listed companies and of a large Mexican foundation. Mr. De La Peza is an Industrial Engineer from
Universidad Iberoamericana and is also a mentor for the Endeavor program
TRANSALATION FOR INFORMATION PURPOSES ONLY
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Accept the resignation of Albert Galante Saadia and Roberto Galante Totah as proprietary members
of the Technical Committee. Appointment of María Dolores Domínguez Vázquez as proprietary
member of the Technical Committee to replace Albert Galante Saadia, and appointment of Mr.
Roberto Galante Totah as Honorary President of the Technical Committee of the Trust F / 1596
Appointment and ratification of each of the members of the Technical Committee of the F/1596 Trust
and qualify the independence of the Independent Members of the Technical Committee
Proposal, discussion and, as the case may be, approval of the F/1596 Trust’s audited financial
statements for the 2019 fiscal period, prior approval of the Technical Committee of the F/1596
Trust
Proposal, discussion and, as the case may be, approval of the maximum amount for the Repurchase
Plan for the period of April 30th, 2020 to April 30th, 2021
Appointment of delegates to execute the resolutions approved in the Meeting
1
3
2
5
4
Agenda for the General CBFI Holders Meeting
TRANSALATION FOR INFORMATION PURPOSES ONLY
11
902
1,0291,089 1,123 1,155 1,126 1,126 1,140 1,156
FY2017
1Q2018
2Q2018
3Q2018
FY2018
1Q2019
2Q2019
3Q2019
FY2019
26%
28% 28% 28% 28%
27%27% 26% 26%
EBITDA LTM (Ps. $mm / %)
LTM Distribution (Ps. $mm)
Total LTM Revenue (Ps. $mm)
Source: Compañía
LTM AFFO (Ps. $mm)
3,4363,688 3,865 3,967 4,107 4,141 4,224 4,316 4,372
FY2017
1Q2018
2Q2018
3Q2018
FY2018
1Q2019
2Q2019
3Q2019
FY2019
669
788851 877 849
775718 686
638
FY2017
1Q2018
2Q2018
3Q2018
FY2018
1Q2019
2Q2019
3Q2019
FY2019
668
788851 876 849
774717 684
636
FY2017
1Q2018
2Q2018
3Q2018
FY2018
1Q2019
2Q2019
3Q2019
FY2019
2019 audited financial statements3
TRANSALATION FOR INFORMATION PURPOSES ONLY
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Accept the resignation of Albert Galante Saadia and Roberto Galante Totah as proprietary members
of the Technical Committee. Appointment of María Dolores Domínguez Vázquez as proprietary
member of the Technical Committee to replace Albert Galante Saadia, and appointment of Mr.
Roberto Galante Totah as Honorary President of the Technical Committee of the Trust F / 1596
Appointment and ratification of each of the members of the Technical Committee of the F/1596 Trust
and qualify the independence of the Independent Members of the Technical Committee
Proposal, discussion and, as the case may be, approval of the F/1596 Trust’s audited financial
statements for the 2019 fiscal period, prior approval of the Technical Committee of the F/1596 Trust
Proposal, discussion and, as the case may be, approval of the maximum amount for the
Repurchase Plan for the period of April 30th, 2020 to April 30th, 2021
Appointment of delegates to execute the resolutions approved in the Meeting
1
3
2
5
4
Agenda for the General CBFI Holders Meeting
TRANSALATION FOR INFORMATION PURPOSES ONLY
13
2020 CBFI Repurchase Plan
Proposal, discussion and, as the case may be, approval of the maximum amount for a
Repurchase Plan between April 30th, 2020 and April 30th, 2021
Proposals:
Approve that during the period between April 30th, 2020 and April 30th, 2021, FibraHotel may
repurchase up to 5% (five percent) of the outstanding 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: (i) the Technical Committee decides to grant them
economic and corporate rights, or (ii) the CBFIs are sold back to the market or canceled in
the terms of the applicable legislation
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
4
TRANSALATION FOR INFORMATION PURPOSES ONLY
14
Establishment of the Holders’ Meeting
Appointment and ratification of each of the members of the Technical Committee of
the FibraHotel Trust
Proposal, discussion and, as the case may be, approval of the FibraHotel Trust’s
audited financial statements for the 2018 fiscal period, prior approval of the Technical
Committee of the FibraHotel Trust
Proposal, discussion and, as the case may be, approval of the maximum amount
regarding the Repurchase Plan from April 30th, 2019 to April 30th, 2020
Appointment of delegates to execute the resolutions approved in the Meeting
1
3
2
5
4
Agenda for the CBFI Holders Meeting
TRANSALATION FOR INFORMATION PURPOSES ONLY
15
Appointment of delegates
Appointment of delegates to execute the resolutions approved in the Meeting.
5
TRANSALATION FOR INFORMATION PURPOSES ONLY
16
Proposal, discussion and, where appropriate, approval regarding the possible
replacement of the Common Representative of the Certificate Holders and resolve on the
delegation of powers to the Technical Committee of the Trust to appoint the institution to
replace the Common Representative of the Certificate Holders
Appointment of delegates to execute the resolutions approved in the Meeting
1
2
Agenda for the Extraordinary CBFI Holders Meeting
TRANSALATION FOR INFORMATION PURPOSES ONLY
17
Possible replacement of the Common Representative of the Certificate Holders
1
TRANSALATION FOR INFORMATION PURPOSES ONLY
Proposal, discussion and, where appropriate, approval regarding the possible replacement of the
Common Representative of the Certificate Holders and resolve on the delegation of powers to the
Technical Committee of the Trust to appoint the institution to replace the Common Representative of the
Certificate Holders
• CIBanco, S.A., Institución de Banca Múltiple (CIBanco) as Common Representative of the Certificate Holders
and Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria (DB) as Trustee under the
Trust Agreement, have informed FibraHotel the acquisition by CIBanco of DB in Mexico, which they expect to
close soon
• Due to Mexican regulation, a single entity is not allowed act as both, Common Representative and Trustee,
under one single Trust Agreement, therefore FibraHotel must replace at least one of the entities to continue
its operations after the transaction between CIBanco and DB closes
• Therefore, we are proposing the replacement of CIBanco as Common Representative. After the transaction
between CIBanco and DB closes, CIBanco will become the new Trustee as a result of the merger with DB,
and a new entity will act as Common Representative going forward
• Approve the revocation of the appointment of CiBanco as Common Representative of the Certificate Holders
under the Trust
• Delegate to the Technical Committee of the Trust, the designation of the financial entity to replace CIBanco
as Common Representative under the Trust (the “Substitution”)
• The Substitution will take effect on the date on which the Trustee executes the service provision contracts
and/or accepts the fee proposal from the entities that replace CIBanco and DB as Common Representative
and Trustee, respectively, under the Trust
• Instructions
18
Proposal, discussion and, where appropriate, approval regarding the possible replacement of the
Common Representative of the Certificate Holders and the Trustee of the Trust. If applicable,
resolve on the delegation of powers to the Technical Committee of the Trust to appoint the
institutions to replace the Common Representative of the Certificate Holders and Trustee of the
Trust
Appointment of delegates to execute the resolutions approved in the Meeting
1
2
Agenda for the Extraordinary CBFI Holders Meeting
TRANSALATION FOR INFORMATION PURPOSES ONLY
19
Appointment of delegates
Appointment of delegates to execute the resolutions approved in the Meeting
2
TRANSALATION FOR INFORMATION PURPOSES ONLY