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Investor Presentaiton

44 2013 Annual Report / Fibra Inn 2013 Annual Report / Fibra Inn derived from revenues for Other Full Services will be transferred to Operadora México, who will pay the respective Income Tax. For the use of facilities needed to provide these Other Full Services, Fibra Inn's management has establi- shed a monthly fixed rent, plus a variable rent component equivalent to an average of 15% of revenues for Other Full Services. These rents, together, are equivalent to an average of Ps. 261.7 per square meter per month, which repre- sents 27% of the revenues received for the ser- vices provided in these facilities. Trust F/1616 will receive this revenue as rent given that is the only concept for which a FIBRA can recei- ve revenue. The reason to incorporate Trust F/1765 is to have a third-party entity that will receive the revenue amounts on which a percentage will be applied to determine the variable portion of rent at the various hotels. This will guarantee full independence and transparency. Diagram of Full Service Hotels Also unchanged is the Hotel Operator's com- pensation structure for the provision of mana- gement services for hotel operations. The com- pensation for the Hotel Operator is comprised in the following manner: (i) 2.0% over revenues; and (ii) 10.0% over the gross income of the ope- ration generated by the hotel. The Hotel Opera- tor will receive these fees from Fibra Inn, Opera- dora México, and from the Other Services Trust. It is important to mention that the combined amount the Hotel Operator will receive from the three entities mentioned above is equivalent, to the current compensation it receives now. Additionally, the company Servicios Integra- les Fibra Inn, S.A.P.I. de C.V. will offer to Fibra Inn payroll services for the hotel personnel; with the exception of the general and maintenance ma- nagers, which are employed by the subsidiary of Trust F/1616, Administradora de Activos Fibra Inn, SC. This will ensure compliance with the re- quirements to not be considered a Passive Fo- reign Investment Company ("PFIC") for effects of federal income tax in the U.S. and complian- ce with U.S. tax laws. The compensation for this outsourcing fee is 3.5% of expenses incurred by payroll, taxes and related expenses. Diagram of Fibra Inn and Related Parties: Provides planning and strategic services Lodging Services Other Full Services Lease Spaces Fibra Inn (Trust F/1616) 11 Fixed Rent, and Variable rent as a % of Revenue form Other Services Operadora México, Servicios y Restaurantes, S.A.P.I de C.V. (Operadora México) (Trust F/1765) Lodging Services Provides payroll services to hotels Fibra Inn (TrustF/1616) Servicios Integrales Pays Pays Fees Fees Pays Fees Advisor Fibra Inn S.A.P.I. de C.V. Provides general hotel operating services Hotel Operator Provides payroll services to hotels Pays Fees Operadora México, Servicios y Restaurantes, S.A.P.I de C.V. (Operadora México) Otros Servicios Trust F/1765) Pays Fees Fibra Inn's Related Parties It is important to mention that the roles and compensation of the Advisor and the Hotel Manager remained unchanged. The Advisor maintains the responsibilities and the compensation structure announced in the Offering Memorandum of the Initial Public Offering that took place on March 13, 2013, for provision of planning and strategic services. The Advisor receives its fees directly from Fi- bra Inn and these are not affected by the new structure presented herein. Commissions char- ged to the Advisor are the following: (i) 0.5% over the value of the assets from the adminis- tration of properties; (ii) 1.5% over the price of each acquisition; and (iii) 1.5% over the price of each acquisition such as incentive commission, which is conditioned to the price of the acqui- sition. The amount of fixed rent, as well as the per- centage applicable to determine the variable portion of rent of each hotel will be reviewed every six months and any modification neces- sary will be approved by the Technical Commi- ttee through a vote in favor by a majority of its independent members. It is worth noting that these changes are also supported by the Criteria confirmation issued by the Tax Services Administration to Fibra Inn on December 12, 2012. Under the new structure, Trust F/1616 meets the requirements to not be considered a Passive Foreign Investment Company ("PFIC") for U.S. federal tax purposes and compliance with U.S. tax laws. 45
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