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Investor Presentaiton

58 Fideicomiso Irrevocable No. F/1616 (Deutsche Bank Mexico, S.A. Multiple Banking Institution, Trust Division) And Subsidiary Notes to the Consolidated Financial Statements For the period from March 12, 2013 to December 31, 2013 (Expressed in Mexican Pesos) 1. Company's activity- Translation from Spanish language original Trust F/1616 of Deutsche Bank México, S.A., ("Fibra INN", or the "Trust") was established on October 23, 2012, as a real estate trust by Asesor de Activos PRISMA, Sociedad Anónima, Promotora de Inversión de Capital Variable (the "Trustor"), and Deutsche Bank Mexico, Sociedad Anónima, Institución de Banca Múltiple, División Fiduciaria (the "Trustee"). The Trust started operations on March 12, 2013. It was created mainly to acquire and own real estate, with a view to leasing commercial properties earmarked for the hospitality industry and providing related services. Fibra INN, as a real estate investment trust (Fideicomiso de Inversiones en Bienes Raices - "FIBRA"), meets the requirements to be treated as a transparent entity in Mexico for income tax purposes. Therefore, all proceeds from the Trust's operations are attributed to holders of its Real Estate Fiduciary Stock Certificates (Certificados Bursátiles Fiduciarios Inmobiliarios - "CBFIS") and the Trust is not subject to income taxes in Mexico. In order to maintain its FIBRA status, the Tax Administration Service (Servicio de Administración Tributaria - SAT) established, in Articles 223 and 224 of the Income Tax Law, that the Trust must annually distribute at least 95 percent of its net tax result to CBFIs holders. Administradora de Activos Fibra Inn, S.C. is a subsidiary of Fibra INN, in which it holds a 99.9% ownership interest and has control, as defined in Note 2d) below. This entity has employment contracts with management personnel and provides support functions necessary to conduct the businesses of the Trust. The Trust's legal address is Ricardo Margain Zozaya No. #605, Colonia Santa Engracia, in San Pedro Garza García, Nuevo León. For the development of its operation, Fibra INN has entered into the following contracts: i. Advisory services on acquisition, management and development of assets with Asesor de Activos Prisma, SAPI de CV. The management consulting services are permanent for all hotels that comprise the equity of the Trust, and are determined by the value of the related assets. The advisory services on acquisition and development are performed once for all hotels acquired and developed, and are determined by the agreed purchase price or developed property, as applicable. The established deadline for this contract is 10 years. Property Lease Agreement with Prisma Torreón, S.A.P.I. de C.V., and Hotelera Saltillo, S.A.P.I. de C.V. Property leasing in force since the date of contribution or acquisition of the hotel until December 25, 2013. The terms of the lease payments consisted in a determined fix portion, depending on the number of hotel rooms, while the variable portion was determined based in the hotels' incomes. Real estate services contract with Prisma Torreón, S.A.P.I. de C.V., and Hotelera Saltillo, S.A.P.I. de C.V. Real estate services provided by AAFI since the date of contribution or acquisition of the hotel until December 25, 2013. The amount charged by these services was determined based on the hotel's performance. iv. Hotel management services contract with Gestor de Activos Prisma, S.A.P.I. de C.V. agreement. The hotel management services are permanent, for the corresponding hotels (some hotels contract with third-party hotel management services). These services were provided since December 26, 2013 and the stated term of the contract is 10 years. The amount charged by these services is variable and is determined based on income and an indicator of operating income for the hotel. V. Personal services contract with Gestor de Activos Prisma, SAPI de CV Agreement. The personal services are permanent, for the corresponding hotels (some hotels contract with third-party hotel management services). These services were provided since December 26, 2013 and the stated term of the contract is 5 years. The total amount payable for these services, correspond to expenses of the provided services by the hotel's staff of the Trust, plus a margin of 1%. vi. Space rental contract with Operadora México Servicios y Restaurantes, SAPI de CV. Lease of spaces effective since December 26, 2013. Spaces granted as leases are those used to provide different lodging services. The term of this contract is 20 years. The rental fees, corresponding to this contract are formed from a fix portion and, in some cases, from a variable portion, which is determined based on distinct lodging incomes. Integration of the portfolio- Contributed portfolio- In March 2013, Fibra INN held an initial public offering ("IPO") of CBFIs in Mexico and entered into a series of "constitution/establishement transactions" whereby eight properties were contributed to the Trust in exchange for CBFIs. Properties included in the contributed portfolio are as follows: Properties Hampton Inn Galerías Monterrey Hampton Inn Querétaro Hampton Inn Saltillo Holiday Inn Express Saltillo Holiday Inn Express Toluca Holiday Inn Express Juárez Hampton Inn Reynosa Holiday Inn Express Monterrey (1) CBFIS (1) Acquisition cost 12,015,747 $ 11,609,890 222,291,320 214,782,965 15,607,634 288,741,229 14,058,791 260,087,634 18,162,779 336,011,412 9,858,177 182,376,275 2,249,436 41,614,566 12,319,736 227,915,114 $ 1,773, 820,515 Properties making up the contributed portfolio were contributed by Adhering Trustors in exchange for 95,882,190 CBFIs. 59
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