|Proprietary Member||Position||Alternate Member|
|Victor Zorrilla Vargas||Patrimonial Member||José Francisco Clariond Castañeda|
|Joel Zorrilla Vargas||Patrimonial Member||Adrián Jasso|
|Óscar Eduardo Calvillo Amaya||Member of the Management||Miguel Aliaga Gargollo|
|Adrián Enrique Garza de la Garza||Independent Member|
|Alberto Rafael Gómez Eng||Independent Member|
|Héctor Medina Aguiar||Independent Member|
|Marcelo Zambrano Lozano||Independent Member|
|Santiago Pinson Correa||Independent Member|
Faculties of the Technical Committee
- To approve the first issuance of CBFIs [Certificados Bursátiles Fiduciarios Inmobiliarios (Real Estate Investment Trust Certificates)] and their placement with the Mexican stock exchange and/or abroad.
- To appoint the Accounting and Tax Advisor within a period of no more than 15 Business Days from the signing of this Trust, as well as to issue the respective instructions to the Trustee for hiring the aforementioned individual in charge of the Trust Estate.
- To set and, if applicable, modify the investment policies of the Trust Estate, which must, at a minimum, take into consideration the provisions of this Trust. With regard to changes to the Eligibility Criteria, there must also be, at a minimum, a majority of Independent Members voting in favor. Also, to know, analyze and, if applicable, approve the possible investments and acquisitions recommended by the Advisor, which might not meet or do not meet the Eligibility Criteria, for which there must also be, at a minimum, a majority of Independent Members voting in favor.
- To approve the investments, acquisitions, transfers, sales and divestments with a value up to 19.99% of the Trust Estate based on the Trust’s financial information of the previous quarter, regardless of whether said transactions are performed simultaneously or successively within a 12-month period from the time the first acquisition or Disinvestment takes place, but which, due to their characteristics, could be considered to be a single transaction, in accordance with the provisions of this Trust.
- To approve the policies for Related Party transactions, as well as to authorize Related Party transactions following consultation with the Practices Committee, with regard to the Trustor, Relevant Holders and the Advisor, to whom said duties are entrusted, or which otherwise represent a conflict of interest, for which there must also be, at a minimum, a majority of Independent Members voting in favor. The Technical Committee, if applicable, will outline the transactions that do not require its authorization, and must name the person who should perform said transactions.
- When the Hotel Operator, who is authorized in accordance with the provisions of this Trust, is unable to continue or perform the duties that he or she has been entrusted, to authorize and name a replacement hotel operator in accordance with the provisions of this Trust.
- When the Administrator is dismissed, is unable to continue or perform the duties that he or she has been entrusted, the Technical Committee will name a replacement administrator in accordance with the provisions of this Trust, instructing the Trustee to enter into the respective Administration Contract, and shall consult with the Practices Committee for such purpose.
- To appoint and, in the event of committing conduct that is grounds for dismissal, to remove the Advisor and, if applicable, to decide on changes and/or additions to the Consultancy Contract following consultation with the Practices Committee for such purpose. When the Advisor is dismissed, is unable to continue or perform the duties that he or she has been entrusted, it shall name a replacement advisor in accordance with the provisions of this Trust, instructing the Trustee to enter into the respective Consultancy Contract, and shall consult with the Practices Committee for such purpose.
- To define the accounting policies that apply to the Trust and the Trust Estate, after consulting with the Auditing Committee.
- To approve the guidelines in matters of internal control and internal auditing of the Trust and its subsidiary, the Advisor and other persons hired by the Trustee, after consulting with the Auditing Committee.
- To approve the obtaining of liability insurance for members of the Technical Committee and relevant directors of the Advisor and Administrator, after consulting with the Practices Committee.
- To approve the financial statements of the Trust in order for them to be submitted to the Holders’ Meeting following consultation with the Auditing Committee.
- If applicable, to approve that the Eligibility Criteria be modified at the Advisor’s request, with the understanding that for said change, it will be necessary for there also to be, at a minimum, a majority of Independent Members voting in favor.
- To set the Trust Estate’s indebtedness policies by which financing is obtained. With regard to this matter, during the first fiscal year of the Trust, the Advisor and the Technical Committee shall adhere to the following:
- Relating to the Trust Estate or for a Real Estate Investment Project:
- the financing (credits of any sort) shall not exceed the smallest resulting amount from 50% LTV, 1.4x times “DSCR” (Operating Profit/Debt Servicing) and 1.7x times for ICR;
- for the purposes of carrying out the issuance of debt instruments in the securities market, whether public or private, terms and conditions for carrying out the financing must be requested and obtained from at least 2 banking/financial institutions;
- the Technical Committee shall decide which proposal offers the best conditions by a majority of votes;
- a qualified majority of all of the members of the Technical Committee and a majority vote by the Independent Members shall be required for modifying the maximum indebtedness limits in the above point (i).
- In the event of properties acquired with prior indebtedness, the Advisor shall check to ensure that the debt conditions are in line with the Trust’s indebtedness policies, and if not, shall adjust them to the levels established in the aforementioned policies within a maximum period of 12 months. If the aforementioned adjustment is not achieved in accordance with what was specified, the Technical Committee, following consultation with the Practices Committee, shall decide what action to take, as applicable.
- In subsequent fiscal years, the indebtedness policies will be determined by the Technical Committee based on the proposal made by the Advisor, and will require a majority of Independent Members voting in favor.
- The Technical Committee has the power to approve the transactions by which the Trust Estate incurs debt, when by virtue thereof, individually or as a whole, they exceed 80% of the indebtedness limits established in accordance with this subsection.-----
- The Technical Committee will also be responsible for approving financial transactions by which resources for making investments and acquisitions are obtained.
- In any event, the Holders’ Meeting will be responsible for approving financial transactions by which resources for making investments and acquisitions are obtained.
- To set the Trust Estate’s Divestment policies by which transfers of the Real Estate that forms a part thereof is performed, for which purpose it shall consider the following:
- The Trustee, after receiving instructions from the Technical Committee, shall perform the disposal, sale, liquidation or exchange of the (“Divestment”) assets that:
- have a value or income generation that has been or is being negatively affected, and which is negatively and significantly affecting the value of the Trust Estate;
- are no longer strategic for the Trust according to the Advisor’s opinion;
- their best use is something other than leasing;
- its value is maximized by way of disposing of it; and
- other important reasons determined by the Advisor.
- The provisions of the above paragraph will not apply when the Divestments fall into at least one of the following cases: B, D, E or G.
- When the Divestments that are trying to be performed, the value of which is equal to or greater than 5%, but less than 20% of the Trust Estate based on the Trust’s financial information shown in the previous quarter, regardless of whether said Divestments are performed simultaneously or successively within a 12-month period from the time the first Divestment takes place, but which, due to their characteristics, could be considered to be a single one, the Trustee, following approval by the Technical Committee for which there must also be a majority of Independent Members voting in favor, shall perform the Divestment as instructed. For the purpose of determining the divestment value of the Real Estate, the Trustee, with the approval of the Technical Committee, will hire an independent expert in charge of appraising the Real Estate. With regard to the value defined by said independent expert, the Practices Committee shall issue an opinion on the reasonableness, which shall be considered by the Technical Committee for the divestment of the Real Estate.
- In the case of new assets, they must comply with the Eligibility Criteria in effect, and be in compliance with the investment policies.
- In the case of Subscribed Real Estate, the exercising of the Right of Reversal will take place in accordance with the provisions of this Trust.
- In the case of a divestment of a piece of Real Estate during the Minimum Investment Period:
- a sales request submitted by the Advisor will be required;
- the divestment policy that is generally applicable to the Real Estate of the Trust Estate must be followed;
- a majority of the members of the Technical Committee must vote in favor; and
- a majority of Independent Members must vote in favor of the Divestment. Once the foregoing has been agreed upon, the Technical Committee shall define the price and conditions of the sale, and will request the opinion of the Practices Committee for this purpose. The Trustee and the Adherent Trustor, if applicable, must be notified of the sale price and conditions for the purposes of the provisions of the following subsection F.
- The Relevant Holders will, at all times, have the right of first refusal for acquiring Real Estate divested by the Trustee; with the understanding that in the case of Subscribed Real Estate, this right will be subordinated to the Right of Reversal. The Relevant Holders and the Trustee must be notified of the sale price and conditions by the Technical Committee following approval by said committee for which there must also be a majority of Independent Members voting in favor. Said right will remain in effect provided that the Voting Trust has control of at least 15% of the CBFIs in circulation.
- The Relevant Holders will have a period of 10 Business Days following the notices to which the above subsections E and F refer, as applicable, to declare their intent to exercise the right of first refusal to which the aforementioned subsections E and F refer, and they will then proceed in accordance with the conditions established by the Technical Committee. If the event of no declaration by the aforementioned persons, it will be deemed that they do not wish to acquire the Real Estate in question, and the Trustee will, therefore, proceed as instructed by the Technical Committee.
- The Relevant Holders, for the purposes of the right to which subsection F refers, must act jointly and exclusively through a single representative with sufficient powers for this purpose.
- When the Divestments that are trying to be performed, the value of which is equal to or greater than 20% of the Trust Estate based on the Trust’s financial information shown in the previous trimester, regardless of whether said Divestments are performed simultaneously or successively within a 12-month period from the time the first Divestment takes place, but which, due to their characteristics, could be considered to be a single one, a resolution of approval by the Holders’ meeting will be required.
- To approve the policies by which Cash Distributions must be made, as well as to approve any Cash Distribution. When the Cash Distribution is different than 95% of the Trust’s Taxable Income, there must be a majority of Independent Members voting in favor.
- To instruct the Trustee to carry out the purchase and retirement of CBFIs, if applicable, as requested by the Advisor.
- To instruct the Trustee to reveal Relevant Events of which he or she has knowledge, including any resolution by the Trustee with an effect that is contrary to the opinion issued by the Practices Committee, the Auditing Committee or those fulfilling said duties. Also, it shall instruct the Trustee to request that the Advisor and, if applicable, the Administrator, reveal(s) Relevant Events of which he or she or they have knowledge. The foregoing notwithstanding, the Administrator and/or the Advisor may instruct the Trustee to report on Relevant Events when judged that is not convenient to wait for the Technical Committee to adopt the respective resolution.
- To instruct the Trustee to enter into Adhesion Contracts in accordance with this Trust, and acquire the Subscribed Real Estate.
- Those which are established in the Thirtieth Clause of this Trust.
- To name and remove the External Auditor by recommendation from the Auditing Committee, thus instructing the Trustee to perform the hiring or termination of the respective contract in charge of the Trust Estate.
- To establish the Auditing Committee and the Practices Committee so that these might help it fulfill its duties with each one being comprised of three Independent Members. The Technical Committee shall be able to establish a single committee in charge of the duties of the Auditing Committee and the Practices Committee that have been defined for them in this Trust, which must be comprised by three Independent Members.
- To establish the Nominations Committee.
- Only in the case in which, in accordance with Applicable Legislation, it is possible to keep the tax treatment to which articles 187 and 188 of the LISR [Ley del Impuesto sobre la Renta (Income Tax Law)] refer, it can determine the policies and criteria by which the Real Estate that forms part of the Net Assets are assigned to the providing of hospitality services, by means of entering into hospitality contracts and other purposes allowed by the Applicable Legislation. For this purpose, it can designate the Real Estate that will be assigned for the aforementioned purposes and the operators thereof, if applicable, authorize operating contracts and others as necessary for this purpose to be entered into, but they should be recommended by the Advisor in every case.