fibrahotel holders meeting

FibraHotel Holders Meeting

April 26th, 2017 @FibraHotel

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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information contained herein will be superseded in its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.

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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

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19 33

61 37

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5 39

71 77 50

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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

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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

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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

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II. Appointment and ratification of the members of the Technical Committee of the FibraHotel

Trust



Trust











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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

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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


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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.


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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.


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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











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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

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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








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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

http://www.fibrahotel.com/holders-meeting/





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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






Trust




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




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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

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Trust








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


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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%

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VII - General Matters

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

fibrahotel holders meeting

Documents