MONTERREY, Mexico, June 15, 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 the resolutions adopted at the Extraordinary Shareholders’ Meeting for CBFI holders (“Shareholders’ Meeting” or “the Meeting”) that took place today.
FIRST – Approval to modify the Trust Agreement for Fibra Inn so that (i) the Founders Trust will no longer have control of the Technical Committee, and it establishes that, going forward, the composition of the Technical Committee will be the one described previously and (ii) that the Founders Trust lose the rights that it previously possessed by virtue of being a holder of at least 11% (eleven per cent) of the CBFIs outstanding and, consequently, will no longer have any obligations that it formerly possessed for this same reason; the aforementioned is in accordance with the modification proposal.
SECOND – Considering the resolutions adopted at this Meeting, the Fiduciary and Common Representative are authorized to carry out all necessary actions aimed at modifying the Trust contract as per the terms of the project, and must consider the adjustments and modifications necessary in order to carry out any observations that may be made by the CNBV.
THIRD – The Shareholders’ Meeting is aware of the designations made by the Founders Trust of Mr. Victor Zorrilla Vargas and Mr. Joel Zorrilla Vargas, as proprietary related members of the Technical Committee, as well as the designation of their respective alternates, Mr. Robert Jaime Dotson Castrejón and Mr. José Gerardo Clariond Reyes-Retana, respectively; additionally, Mr. Victor Zorrilla Vargas was nominated to carry out the function of President of the Technical Committee. The aforementioned is in accordance with the resolutions of the first point of the Meeting Agenda and in the knowledge that each one of these gentlemen will remain in their position until they are removed or they resign and is substituted accordingly by the named successor.
FOURTH – The Shareholders’ Meeting acknowledges that the Chief Executive Officer of the Trust Administrator is Mr. Oscar Eduardo Calvillo Amaya and the Chief Financial Officer is Mr. Miguel Aliaga Gargollo; therefore, as of this date they will form part of the Technical Committee as proprietary member and alternate, respectively. The aforementioned is in virtue of the Meeting Resolutions as per the first item of the Meeting Agenda.
FIFTH – In consideration of the resolutions adopted in this Meeting, as well as the ratifications of the Independent Members that took place at the Ordinary Shareholders’ Meeting on April 26, 2018, the following is recognized as the Technical Committee composition as of this date:
|Victor Zorrilla Vargas (President)||Robert Jaime Dotson Castrejón|
|Joel Zorrilla Vargas||José Gerardo Clariond Reyes-Retana|
|Oscar Eduardo Calvillo Amaya||Miguel Aliaga Gargollo|
|Santiago Pinson Correa*||Antonio de Jesús Sibaja Luna*|
|Marcelo Zambrano Lozano (Independent Member)||Not applicable|
|Héctor Medina Aguiar (Independent Member)||Not applicable|
|Adrián Enrique Garza de la Garza (Independent Member)||Not applicable|
|Alberto Rafael Gómez Eng (Independent Member)||Not applicable|
|Everardo Elizondo Almaguer (Independent Member)||Not applicable|
*Member of the Technical Committee and alternate, respectively, designated by the institutional holder who possesses a total of 10% of the total number of CBFIs outstanding, in accordance with that established by the Trust and applicable laws.
SIXTH – It authorizes Mr. Oscar Eduardo Calvillo Amaya, Mr. Victor Zorrilla Vargas, Mr. Joel Zorrilla Vargas, Mr. Miguel Aliaga Gargollo and Mrs. Laura Nelly Lozano Romero so that, jointly, any two of them, may approve (i) when applicable, the modifications to the Trustee’s clauses derived from the requirements of the Mexican National Banking and Securities Commission, based on the project, and (ii) the proposed amending agreement and definitive re-expression of the Trust.
SEVENTH – It authorizes Mr. Oscar Eduardo Calvillo Amaya, Mr. Victor Zorrilla Vargas, Mr. Joel Zorrilla Vargas, Mr. Miguel Aliaga Gargollo and Mrs. Laura Nelly Lozano Romero so that, jointly, any two of them may, (i) instruct the Trustee and the Common Representative the conclusion of the amending agreement and re-expression of the Irrevocable Trust Agreement identified under the number F/1616, in effect to carry out the agreed upon resolutions adopted in this Meeting, and (ii) to carry out any management and/or legal act in order to comply with those resolutions, including, at the time and without limitation, any necessary management for the formalization of the aforementioned amending agreement and re-expression of the Irrevocable Trust Agreement identified under the number F/1616
EIGHTH –This Act authorizes and instructs the Fiduciary and Common Representative, based on the modification made by the Special Delegates to the Trust Agreement identified under the number F/1616 in compliance with resolutions of this Meeting, to: (i) modify the ticker of the CBFIs under the ticker symbol FINN13, (ii) consequently, exchange the securities deposited in S.D. Indeval Institution para el Depósito de Valores, S.A. de C.V., for an alternate that includes the changes made based on this resolution, (iii) carry out any other action related and/or necessary by any authority or regulatory entity including, but not limited to, the Mexican National Banking and Securities Commission, the S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V, and the Mexican Stock Exchange.
NINTH – Approval and final passing of the Act that was discussed at the present Extraordinary Shareholders’ Meeting and instructs the Fiduciary to carry out all of the items referred to herein, taking the present act as the instructions to be carried out for all related legal effects.
About the Company
Fibra Inn is a Mexican trust formed primarily to acquire, develop and rent a broad range of hotel properties in Mexico. 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. 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”.
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.
Lizette Chang, IRO
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