Information Regarding Agenda Items for Extraordinary

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News Desk 2018
153
Information Regarding Agenda Items for Extraordinary Shareholders’ Meeting to be held on June 14, 2018

MONTERREY, Mexico, May 30, 2018 (GLOBE NEWSWIRE) -- Deutsche Bank Mexico, S.A., Banking institution, Trust Division F/1616 or Fibra Inn (BMV: FINN13 ) (ADR OTC:DFBRY) (“Fibra Inn” or “the Company”), a Mexican real estate investment trust internally managed specializing in the hotel industry serving the traveler with global brands, informs regarding each of the discussion items for the Extraordinary Shareholders’ Meeting for CBFI holders that will take place on June 14, 2018. These items, as well as all the information that will be presented at the Meeting may be found at: https://www.fibrainn.mx/site/en/cbfi-holder-information/

Herein, Fibra Inn shares its views on the discussion items for the Shareholders’ Meeting, in order to ensure that shareholders receive timely and transparent information prior to the Meeting.

MEETING AGENDA

I.  Presentation, discussion and submission for approval to modify the Trust Agreement, in order to modify the current structure of the Technical Committee, so that it may be comprised in its majority by Independent Members, that is; only two members designated by the Founders’ Trust and their respective alternates; Fibra Inn’s Chief Executive Officer and his respective alternate; as well as by other members that are designated by the Holders that own 10% of the CBFIs outstanding and that wish to exercise their right to designate one member of this Technical Committee and the respective alternate.

Fibra Inn has been working to better align its interests with that of its shareholders. In 2016, under the advisory of a professional firm specializing in REITs and with a favorable vote at its Shareholders’ Meeting, the Company’s Advisory function was internalized, and since then we have obtained significant improvements in the Trust’s corporate governance.

In this sense, the proposed changes are highly significant because it would give Fibra Inn a corporate governance structure comprised by a majority of independent board members and representation of the Founders’ Trust, regardless of the percentage of CBFIs outstanding that they hold. The participation of these members is considered strategic due to their vast experience in the hotel and real estate sector. Finally, all rights and obligations conferred to the Founders’ Trust in virtue of their 11% (eleven percent) ownership of CBFIs outstanding will be eliminated, including: (i) control of the Technical Committee (clause 9.1.9), right of preference to acquire the Trust’s Assets (clause 9.1.24), obligation related to exclusivity (clause 11.3) and the need to change the Trust (clause 32.1).

The Company is certain that the proposed changes are in line with good corporate governance practices that will undoubtedly be necessary throughout all of the existing Fibras that have any intention of growing via the financial markets or that hope to someday access them for the first time.

If these items are approved by the Shareholders’ Meeting, Fibra Inn would be undisputedly positioned as the Mexican Fibra with the best corporate governance practices and as the Fibra that is best aligned with the interests of its shareholders and the market.

On this point, the Company seeks the approval to modify the Trust agreement with regards to the current Technical Committee structure so that it may be comprised as follows:

  • The majority of the members will be independent; the five individuals who are currently in these positions will continue with their duties. These are: Messrs. Marcelo Zambrano Lozano, Héctor Medina Aguiar, Adrían Enrique Garza de la Garza, Alberto Rafael Gómez Eng and Everardo Elizondo Almaguer.
  • Mr. Victor Zorrilla Vargas and Mr. Joel Zorrilla Vargas will be the two members that are designated by the Founders’ Trust. Both of these members will be represented by their respective alternates: Jaime Robert Dotson Castrejón and José Gerardo Clariond Reyes-Retana, these two are pending confirmation.
  • Fibra Inn’s Chief Executive Officer and his alternate will be the Chief Financial Officer. In this case, that would be Mr. Oscar Eduardo Calvillo Amaya and Mr. Miguel Aliaga Gargollo, respectively.
  • The individuals that are designated by the Holders who hold 10% of the CBFIs outstanding that wish to exercise their right to designate one Technical Committee member and a respective alternate.

Accordingly, the Technical Committee will be comprised as follows:

 
No. Member Alternate Classification
1 Victor Zorrilla Vargas (President) Robert Jaime Dotson Castrejón* Non independent
2 Joel Zorrilla Vargas José Gerardo Clariond Reyes Retana* Non independent
3 Oscar Eduardo Calvillo Amaya Miguel Aliaga Gargollo Non independent
4 Santiago Pinson Correa Antonio de Jesús Sibaja Luna Independent, representing and Institutional Holder
5 Héctor Medina Aguiar N/A Independent
6 Everardo Elizondo Almaguer N/A Independent
7 Alberto Rafael Gómez Eng N/A Independent
8 Adrián Enrique Garza de la Garza N/A Independent
9 Marcelo Zambrano Lozano N/A Independent
       

*To be confirmed

The Company recommends voting FOR this item.

II.  Appointment of Mr. Victor Zorrilla Vargas and Mr. Joel Zorrilla Vargas as members of the Trust’s Technical Committee, designated by the Founders’ Trust, as well as their respective Alternates.

On this point, Mr. Victor Zorrilla Vargas and Mr. Joel Zorrilla Vargas will be designated by the Founders’ Trust as Technical Committee members of Trust F/1616, due to the fact that as key Holders and as founders of Fibra Inn, these individuals have vast and proven experience in the hotel and real estate business. Two individuals will be designated by the Founders’ Trust, as their respective alternates: Mr. Jaime Robert Dotson Castrejón and Mr. José Gerardo Clariond Reyes-Retana, pending confirmation. Additionally, Mr. Victor Zorrilla Vargas will be ratified as President of the Technical Committee.

The Company recommends voting FOR this item.

III.  Appointment of Special Delegates to fulfill the resolutions approved during the Meeting.

In this point, the Common Representative’s assistance will be proposed as a Special Delegate to formalize the resolutions approved at the Shareholders’ Meeting.

The Company recommends voting FOR this item.           

IV.  Transcription, drafting and submission for approval of the Meeting Minutes.           

In this point, all of the approvals of the Meeting must be presented in the minutes of the Meeting. The Company recommends voting FOR this item.

The Company is committed to providing investors with sufficient and transparent information before the next Shareholders’ Meeting, thereby promoting a voting process in accordance with the best corporate practices. Fibra Inn is convinced that, by sharing this information in a timely manner, each CBFIs Holder will be able to make its decision based on the best information available for the individual and collective benefit of the Fibra Inn investors.

About the Company Fibra Inn is a Mexican trust formed primarily to acquire, develop and rent a broad range of hotel properties in Mexico aimed at the business traveler. The Company has signed franchise, license and brand usage agreements with international hotel brands for the operation of global brands as well as the operation of national brands. Additionally, the Company has development agreements. These hotels enjoy some of the industry’s top loyalty programs. Fibra Inn trades its Real Estate Certificates (Certificados Bursátiles Fiduciarios Inmobiliarios or “CBFIs”) on the Mexican Stock Exchange under the ticker symbol “FINN13”; its ADRs trade on the OTC market in the U.S. under the ticker symbol “DFBRY”.

www.fibrainn.mx

Note on Forward-Looking Statements  This press release may contain forward-looking statements.  These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, Company performance and financial results. Also, certain reclassifications have been made to make figures comparable for the periods. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements.  Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements.  Such statements reflect the current views of management and are subject to a number of risks and uncertainties.  There is no guarantee that the expected events, trends or results will actually occur.  The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors.  Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

         
In México: In New York:      
Lizette Chang, IRO Maria Barona / Melanie Carpenter      
Fibra Inn i-advize Corporate Communications      
Tel. 52-1-81-1778-5926 Tel. (212)406-3691      
lchang@fibrainn.mx mbarona@i-advize.com      
         

 

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