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

redistributed to any other person, and it may not be published, in whole or in part, for any purpose. By receiving this presentation, you become bound by the above referred

confidentiality obligation. Failure to comply with such confidentiality obligation may result in civil, administrative or criminal liabilities. The distribution of this presentation in

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.

2

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%

3

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

4

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


5

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


6

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


7

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



8


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


9


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


10

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


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


1

3

2

5

4



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


12

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


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


1

3

2

5

4



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


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


1

3

2

5

4

Agenda for the CBFI Holders Meeting


15

Appointment of delegates

Appointment of delegates to execute the resolutions approved in the Meeting.

5


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


1

2

Agenda for the Extraordinary CBFI Holders Meeting


17

Possible replacement of the Common Representative of the Certificate Holders

1


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


1

2

Agenda for the Extraordinary CBFI Holders Meeting


19

Appointment of delegates


2


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CBFI Holders Meeting · 2020. 4. 7. · 6 1, 2 Bios of the members of the Technical Committee...

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