Corporate Presentation - Hoteles City Express July 2021
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Tourism Contributes with 9% of Mexico’s GDP Tourism GDP and Total GDP Historical Evolution Annual Growth (%) Total GDP Tourism GDP 5.2 5.3 3.8 3.3 3.3 3.9 3.9 4.0 3.2 2.7 3.3 3.0 2.7 2.0 2.1 2.5 2.3 2.1 2.0 2.4 1.2 1.2 1.1 1.1 1.0 1.0 0.6 -0.1 -3.1 -6.0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Tourism Expenditure as Percentage of Total GDP % of Total GDP 9.2% 8.7% 8.7% 8.6% 8.6% 8.6% 8.5% 8.5% 8.5% 8.5% 8.4% 8.4% 8.4% 8.3% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: Elaboration and seasonality adjustments by Banco de México with respect to data from the Tourism Ministry of the Federal Government and Airports and Auxiliary Services. 3
Tourism Strength Derived From Both Domestic Momentum and International Visitors International Tourist Arrivals and Currency Surplus 46.0 45.03 41.4 25.0 41.0 39.3 35.1 36.0 31.2 20.0 31.0 28.6 26 26.0 21.6 15.0 19.3 20.5 19.9 20.7 20.8 20.8 21.0 16.0 10.0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2015 2016 2017 2018 2019 Tourists (Millions of Visitors) (left) Currency Received (USD Billion) (right) Tourism Expenditure by Origin Hotel Occupancy Index 2019 Base 2008 (2008 = 100) North 160 Center North 13% 140 Center International Tourists South +8.9% Domestic Tourism 120 87% 100 80 60 2008 2009 2010 2011 2012 2013 2014 2015 2016 4
Hospitality Industry with Consolidation Opportunities Due to Fragmentation Breakdown of Independent and Chained Hotels Hotel Rooms per Thousand Inhabitants 2019 (% of Rooms) Independent Chained 16 12 12 11 100 100 100 9 8 7 7 19 18 6 66 4 4 3 3 3 82 82 34 Costa Rica Spain France Turkey USA UK México Canada Germany Italy Australia Thailand New Zealand Puerto Rico United States Brasil Mexico Hotel Rooms in Mexico by Number of Stars Hotel Supply Growth 2019 Thousand rooms 5 Stars 2 to 4 Stars 1 Star or less Mainly independent, family operated, non- standardized hotels subject to substitution 210,016 222,668 +3.0% 174,746 795 808 836 737 769 150,545 638 651 661 672 692 624 78,325 5 Stars 4 Stars 3 Stars 2 Stars Others 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 48% of Total Rooms in Mexico Source: INEGI, Ministry of Tourism, Ministry of Communications and Transportation, JLL, PwC, Euromonitor. 5
Hospitality Market Players in Mexico Hotel Asset Owners OTAs Size of logo represents the importance on each category Brand Leasers Sharing Economy Hotel Developers Hotel Operators 6
We Are the Fastest Growing Hotel Chain in Mexico… Historical Chain Growth Installed Rooms 17,988 Fastest developer in the region with 1 hotel 16,789 17,227 17,514 opening every 5.9 weeks on average 15,228 +21.0% 13,702 11,944 10,929 9,326 8,092 6,973 4,991 5,562 3,836 2,173 2,850 586 1,061 1,542 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Number of Hotels 5 10 15 20 26 35 45 50 62 71 82 96 106 123 135 148 152 154 157 Opening first Launch of Launch of First international Launch of Initial Public Launch of Equity hotel in San Jose, Offering Follow-On Costa Rica 8
With One Brand and Five Successful Products to Serve our Market Segment Description • Flagship Brand • City Express • Budget segment • Extended stay • City Express • Essential product located in brand brand product within city amenities Premium locations • Same quality • Apartment-style downtowns with • Economy segment within smaller layout Premium decor rooms Average Room Size 23 m2 (248 ft2) 23 m2 (248 ft2) 17 m2 (183 ft2) 30 m2 (323 ft2) 23 m2 (248 ft2) Average Daily Rate MXN $ 1,600 – MXN $650 – $1,750 MXN $950 – $2,900 MXN $550 – $1,100 MXN $950 – $2,400 (ADR) $3,000 Rooms per Hotel 100 – 150 70 – 150 105 – 134 26 – 120 35 – 80 # of Hotels 91 26 22 12 3 # of Rooms 10,668 3,490 2,467 721 217 Market Segments Target ADR (MXN) Room Distribution by Brand > $1,700 4% 1% 14% $950 - $1,700 20% 61% $650 - $950 9
…And Significant Diversification Across Geographies and Countries Maquila Exports and San José, Logistics Corridor Costa Rica Mining Corridor Colombia Energy, Petrochemical and Export Corridor USMCA Agricultural Export Corridor Chile USMCA Industrial, Manufacturing, Logistics and Export Corridors Hotels in Operation 2021 Pipeline 10
Reflected in the Build Up of the Largest Branded Inventory in Mexico Number of Hotels by Chain in Mexico As of December 2020 175 149 148 103 78 59 53 42 40 34 34 32 16 15 12 Number of Hotels by Brand in Mexico As of December 2020 115 74 Select Service Limited Service 45 47 42 40 39 35 19 23 21 19 17 16 15 13 14 13 11 12 12 12 10 8 Source: Information prepared by the Company based on publicly available information including prospectuses, quarterly reports, websites and press releases. 11
…And Favoured by Exposure to Different Economic Activities, Brands and Ownership Structures Geographic Coverage by Country Presence in Mexico by Economic Activity As of June 2021 As of June 2021, % of Total Portfolio based on Number of Hotels 4% 1% 5% 2% 1% 10% Services 33% Mexico Manufacturing (Intermediate Goods) Manufacturing (Finished Goods) Costa Rica 14% Energy Colombia Agroindustry and Exports Chile Mining and Transformation 96% 96% 12% International Commerce 24% Hotel Portfolio by Brand Hotel Portfolio by Ownership As of June 2021, # of Hotels and % of Total Portfolio As of June 2021, # of Hotels and % of total Portfolio 12 3 2% 8% 38 62 22 25% 26% 14% Owned 40% 41% Co-Owned Leased 59% 9% Managed and Franchise 9% 17% 26 14 90 Consolidated 75% 25% 25% 12 39
Coupled With an Innovative and Disruptive Room Operation and Distribution Platform Room Nights Sold by Channel 2020 Innovative technological platform receiving more than 20% Hotel 80% of reservations through Walk Ins 37% own channels 6% Call Center 5% City @ccess Optimized Yield Management 12% Digital Platforms & Website System executed in real time 20% OTAs & GDSs focused on maximizing RevPAR Room Nights Sold by Guest Type City Premios – Loyalty 2020 program with over 1,000,000 10% active members accountable Domestic Guests for 25% of total occupied room International Guests nights More than 8,000 corporate 90% agreements that account for approximately 40% of total Room Nights Sold by Travel Purpose occupied room nights 2020 11% Solid commercial agreements and partnerships that turn into Business sales Leisure 3389% 13
…And Supported by Best in Class Environmental Social and Corporate Governance Practices Strong Institutional Sponsors that Fueled Growth Commited and Capable Board of Directors Board Committees Audit (100% Corporate Practices Planning & Independent) (100% Independent) Finance Practices aligned to protect monirity interests Cero corruption tolerance Board of Directors Corporate Governance Manuals and Policies effectively implemented: https://goo.gl/vFvNOV Mainly independent Board of Directors – 10 out of 11 members Procurement & are independent Compensation Nominations Construction Sustainability Strategy that Generates Results Portfolio of Certifications Strategic Pillars and Initiatives Sustainability policy and committee effectively implemented. Entrepreneurship program, Economic committed to growing Top environmental practices and employment opportunities international certifications for hotels. Resource optimization and Environmental minimization of Carbon Footprint Catalyst of positive social, economic iniciatives and environmental impacts in all our locations. Labor Inclusion and’ welfare Social programs for employees Deeply committed with UN’s 2030 Download our 2020 Goalds for Sustainable Sustainability Report Development. https://www.cityexpres s.com/en/investors/su stainability 14
Expansion, Financial and Operating Results 15
Hotel Development and Inventory Expansion Hotel Openings In the Last 24 Months Ce Gustavo CeP Cancún CS Cancún Ce Tepic Ce Atlixco Ce Comitán Baz Aeropuerto Jan. 2018 March 2018 March 2018 Aeropuerto June 2018 Oct. 2018 Oct. 2018 Cj CDMX CeP Mérida CeP Interlomas CeP Tampico CeP Ensenada Ce Ensenada Sullivan Dec. 2018 Nov. 2018 Nov. 2018 Dec. 2018 Dec. 2018 Dec. 2018 Ce CDMX Ce CDMX La CeP Tijuana Ce Tapachula CeP Chihuahua CC SLP Tlalpan Villa Dec. 2018 March 2019 April 2019 Nov. 2019 Feb. 2019 April 2019 16
Hotel Development and Inventory Expansion 2020 – 2021 Development Pipeline CP Hermosillo Ce Lagos de Ce Guaymas CP Mexicali Ce Caborca CP San Luis Moreno Expo January 2020 February 2020 December 2020 May 2021 July 2021 August 2020 Ce Monterrey Ce Gdl. CP Mérida Siglo CP CDMX Per San Nicolás CP Mazatlán CP Gdl. Prov Galerías XXI Sur Cuicuilco Ce Cancún Ce CDMX Aeropuerto Anzures 17 * Pictures don't reflect the actual status of the hotel
Operating And Financial Summary Occupancy Average Daily Rate (ADR) and Effective Daily Rate (RevPAR) % MXN ADR Full Year RevPAR Full Year Full Year 2nd Quarter ADR 2nd Quarter RevPAR 2nd Quarter 80.0% ADR ∆% -1.5% RevPAR ∆% 6.6% 70.0% 59.1% 62.0% 61.7% 60.2% 59.9% ADR ∆% -6.1% RevPAR ∆% -38.9% 55.1% 1023 60.0% 934 979 977 983 38.0% 1,000 842 50.0% 722 737 766 56.9% 800 999 40.0% 27.7% 562 586 896 475 519 582 30.0% 600 398 436 380 20.0% 34.0% 400 10.0% 200 107 335 12.0% 271 0.0% 0 2013 2014 2015 2016 2017 2018 2019 2020 2021 2013 2014 2015 2016 2017 2018 2019 2020 2021 Total Revenues Adjusted EBITDA and EBITDA Margin MXN Millions MXN Millions % Margin over Total Revenues +252.3% -168.3% 1,001 996 879 19.1% 2,888 3,151 519 582 682 98 471 2,508 358 2,038 1,718 1,412 1,482 1,104 -100 147 2013 2014 2015 2016 2017 2018 2019 2020 -144 2013 2014 2015 2016 2017 2018 2019 2020 2Q20 2Q21 2Q20 2Q21 32.4% 33.3% 33.9% 33.4% 35.0% 34.7% 31.2% (6.8%) (97.9%) 19.0% 18
Established Hotels Metrics Number of Hotels in Operation ADR # of Hotels in Operation at the End of Each Period MXN 39% 35% 33% 33% 29% 28% 20% 14% 20% 12% 1050 1,023 999 979 977 +2.65% 1000 934 148 152 154 152 153 950 1,000 123 135 22 19 900 842 959 960 973 106 42 31 30 96 39 850 910 82 41 766 34 35 800 737 32 132 134 722 834 96 106 121 122 750 62 71 82 700 50 753 650 714 720 2013 2014 2015 2016 2017 2018 2019 2020 2Q20 2Q21 600 (1) 2013 2014 2015 2016 2017 2018 2019 2020 2Q21 Non-Established Hotels Established Hotels Chainwide Established Hotels (1) % of Non-Established Hotels Occupancy RevPAR % MXN 62.6 66.3 66.8 63.2 62.3 60.4 700 66 58.0 597 604 +129 bps 557 573 58 600 62 61.7 60.2 59.9 500 +0.74% 50 59.1 56.9 39.3 451 55.1 500 414 562 586 582 383 42 38.0 519 400 475 380 34 29.2 436 398 284 26 300 18 27.7 200 271 10 100 2013 2014 2015 2016 2017 2018 2019 2020 2Q21 2013 2014 2015 2016 2017 2018 2019 2020 2Q21 (1) (1) Chainwide Established Hotels Chainwide Established Hotels (1) Defined as the hotels with at least 36 months of operation 19
Capital Structure and Financial Position Balance Sheet Structure Financial Debt Maturity Schedule As of june 30, 2021 As of june 30, 2021 Total Debt Outstanding: MXN MXN 14,983.9 14,983.9 MXN 6,203.3 millions Millions Millions 3,562 Cash and Equivalents 5% Recoverable Taxes & Others 10% Financial 6% 42% Debt 992 1,137 Landbank Constructions 13% 132 379 in Progress Other 2021 2022 2023 2024 2025 & Liabilities Beyond 10% Access to Diversified Financing Sources Bank Debt by Counterparty as of june 30, 2021 85% Scotiabank 9% 82% 4% Inbursa Productive Assets Shareholders’ 5% Equity 32% BBVA Bancomer (Established and 5% Bancomext Non-Established 49% Hotels) ICBC 12% Actinver Sabadell Otros 13% 20% Net Fixed Assets Assets Liabilities + 20 Shareholders’ Equity
Return On Invested Capital 14,984 (MXN Millions) Assets Gross Fixed 717 1,606 13,003 9,443 3,560 Adjusted EBITDA LTM 2Q21 7 7 80 -88 2.3% ROIC1 -0.1% -0.1% -0.9% (Owned, Co-Owned Number of 13,310 13,310 Rooms, & Leased) 8,330 4,980 Average Cost 1,152 1,134 (MXN Thousands) 977 715 per Key HCe Total Land Bank Construction Productive Assets FSTAY Portfolio Non-FSTAY in Progress Portfolio 21 1. ROIC calculated as EBITDA LTM / Total Investment
Pristine Execution Characterized by Robust Performance on All Fronts Initial Public Offering 2nd Quarter 2021 (November 2013) Hotels / Rooms in 72 / 8,201 153 / 17,442 112.7% Operation Hotel Platform Development Pipeline 13 30 130.8% (Projects in Process) Occupancy 55.1% 30.0% 17.1 pp Operating Average Daily Rate $722 $999 38.4% Metrics1 (ADR) Revenue per Available $398 $380 4.5% Room (RevPAR) Total Revenues $968 MM $1,593 MM 64.6% Financial Performance1 Adjusted EBITDA / $311 MM / 30.5% ($7) MM / (0.5%) NM Margin (1) Operating metrics calculated as of 2Q21 and financial performance calculated considering last 12 months 22
Fibra STAY 23
Fibra STAY Objectives 1 Enhance transparency, capture and take advantage of the market value of HCE’s real estate assets 2 Generate liquidity to support the growth in hotel units for the 2021 – 2023 period 3 Establish a sustainable asset recycling mechanism allowing continuous growth without diluting shareholders 4 Generate transparency on performance and profitability HCE key business segments 25
Fibra STAY Structure HCE Investors Management FIBRA Fee (in market terms) Service Provision Servicios Comerciales y Administradora Promoción de FHCE, S.C. Hoteles SA de CV Fee (in Trust 1 Trust 2 Trust 3 market terms) HCe Guests (Other hotels) Contract 34 Hotels 8 Hotels Lodging + FB (Other hotels) Flow Comisión Lodging + FB FB Food and Beverages Mercantil Agency Servicios Centrales de Cobranza Hotelera SA de CV Lodging FIBRA Initial Portfolio FB FIBRA Initial Portfolio Operation Operadora de Hoteles City Fee (in market terms) Express SA de CV 26
Sustainable Recycling Capital Vehicle FSTAY can take advantage of its relationship with HCE to Public Investors create a sustainable growth cycle Capital Provides capital for CBFIs Resources hotel construction Capital Raise Develops and operates hotels Has the obligation to offer stabilized hotels FSTAY to FSTAY before anyone else Buys Receives Assets from Other Market Participants 27
Best in Class Diversified and Established Portfolio Portfolio Development by Brand # de Hotels 42 35 31 29 25 23 21 18 14 12 8 9 5 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Ce Cs Cj CP Key Points • Hotels developed and operated by Hoteles City Express under the highest quality standards. • Assets strategically located in regions with high demand for lodging by business travelers and with growth potential. • Established Portfolio of hotels – All the assets have at least 24 months in operation, and 83% has 36 months or more. No discrimination criteria in addition to compliance with the average stabilization period. 28
Diversified Portfolio with Exposure to Different Industrial Regions Sales Distribution 2Q 2021 - % of Total By Hotel By Economic Region Southeast 4% Ce Tijuana Insurgentes 8% Top 21-42 4% CP Reforma El Ángel Northeast 4% Ce Manzanillo 23% 36% Northwest 4% CP Insurgentes Sur 30% 4% Ce Saltillo Norte 13% Top 6-10 South Center Top 11-20 2% 23% 26% Metropolitan Areas By Economic Corridor By Brand 12% Mining Energy 7% Agriculture 11% 6% 2% 10% Industrial Services Manufacturing 35% 17% 35% 55% Maquila Exports 29 21%
ADR and Occupancy Rates Growing Even with Hotel Development Occupancy Rate % MXN $ 70 1,100 1,053 63.8 65 61.5 61.2 63.0 61.8 61.9 1,018 1,000 60 58.6 58.4 58.7 57.6 969 55 951 900 50 879 800 45 795 40 759 741 700 715 35 697 679 31.4 30 600 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Occupancy Rate ADR 30
Robust Operating and Financial Performance (2) Total Revenues (1) EBITDA MXN $ Millons MXN $ Millons 1,600 +14.9% 600 +19.0% 1,249 1,272 463 1,200 1,159 421 434 1,012 347 824 800 300 275 536 400 85 0 0 2015 2016 2017 2018 2019 2020 2015 2016 2017 2018 2019 2020 (3) (4) NOI AFFO MXN $ Million MXN $ Million 500 +19.3% 400 +15.7% 408 371 376 251 263 214 234 304 200 170 250 240 0 73 (2) -111 0 -200 2015 2016 2017 2018 2019 2020 2015 2016 2017 2018 2019 2020 Notes 1. Total Revenues considers Room revenues and other incomes 2. Does not consider Ps$15.5MM, Ps$15.9MM and Ps$16.4MM of SG&A for 2015, 2016 y 2017, respectively 31 3. Calculated as EBITDA – FF&E 4. Net Income + Income Taxes + D&A – FF&E
Robust Operating and Financial Performance EBITDA Margin FFO Margin % % 38 36.0 37.4 32 30.1 34 33.7 26.4 33.1 34.1 27 25.2 25.8 30 29.7 28.9 24.7 22.6 26.4 26.4 23.4 30.2 22 24.3 24.8 26 26.2 27.5 25.3 22.4 22.5 19.3 24.8 24.9 19.4 21.3 18.9 22 17 2015 2016(1) 2017 2018 2019 2015 2016 2017 2018 2019 (2) FSTAY FINN FHotel FSTAY FINN FHotel * Peers´s figures are calculated as LTM AFFO Margin LTV % 4Q20 (%) 25.9 35 32.16 25 22.0 22.3 21.5 25.7 25.9 20.5 21.2 22 21.4 26 18.2 19 20.5 21.0 20.4 17.1 18.7 17 16 20.3 15.9 13 8 (4) (5) 2015 2016 2017 2018 2019 FSTAY FINN FHotel (3) FSTAY FINN FHotel Notes 1. Does not consider Ps$15.5MM, Ps$15.9MM y Ps$16.4MM of SG&A for 2015, 2016 y 2017, respectively 2. FFO calculated as Net Income + Income Taxes + D&A 3. AFFO calculated as Net Income + Income Taxes + D&A – FF&E 4. Taking Ps$1.9Bn of debt and Ps$5.7Bn of fixed assets, according to last appraisal 32
Conservative Capital Structure and Debt Profile Leverage Considerations Hedges over Cost of Debt Maintain levels of debt / Fixed Assets lowers than 50% (34% initially) 100% Covered Actual cost of debt TIIE + 180 bps contemplating hedges of TIIE at 6.8% already signed Base Interest Rate at 6.8% Migrate to a unsecure debt structure with a balloon payment once the issuance of the vehicle has been made Main Debt Indicators Debt Amortization Schedule 2020 MXN $ Million Total Debt MXN $ 1.8 Bn 1,600 1,440 LTV (1) 32% Average Weighted Life:4.0 years 1,200 DSCR (2) 2.2x 800 Net Debt/ LTM EBITDA 20.1x 400 120 160 160 % Guaranteed 100% 0 2020 2021 2022 2023 Notes 1. Total Debt / Value of the Properties according to last appraisal 33 2. NTM EBITDA / (Interests+ Amortization + FF&E)
FSTAY Re-launching Co-investment and M&F FSTAY Relaunching Initial Portfolio Hotels Portfolio FSTAY re-launching could be activated 42 properties 28 properties 70 properties as soon as market window opens 100% owned JV and 100% owned hotels JV and 100% owned hotels Investment trust structure created, shareholders’ Asset Valuation: Asset Valuation: Asset Valuation: approval set and MXN $5.7 billion MXN $3.1 billion MXN $8.8 billion communication model implemented Debt: Debt: Debt: MXN $1.9 billion MXN $1.1 billion MXN $3.0 billion Re-launching of vehicle bigger in size ($8.8 billion vs $5.7 Equity: Equity: Equity: billion) including JVs MXN $3.8 billion MXN $2.0 billion MXN $5.8 billion Free float: Free float: Free float: 1.9 billion $1.0 billion $2.9 billion (50%) (50%) (50%) 34
Portfolios Comparison RevPar Change% 27% 29% 24% 23% 23% 20% 19% 19% 11% 10% 11% 9% 8% 5% 6% 12% 10% 4% 0% 0% 5% 7% 5% 2% 0 3 6 9 12 15 18 21 24 27 30 33 36 -7% Portfolio70 Portfolio 42 EBITDA Margin 40% 39% 38% 37% 37% 38% 37% 37% 37% 37% 37% 37% 36% 36% 37% 37% 37% 37% 36% 35% 35% 36% 33% 34% 32% 31% 0 3 6 9 12 15 18 21 24 27 30 33 36 Portfolio 70 Portfolio 42 35
Transparent Operating Contract in Line with Industry Fees of Operating Contract Other Considerations ● Fee of Administration ● Contract length – A percentage is charged on Total Revenues – Renewable every 25 years ● Fee of Operating Incentive ● Operating Contracts in line with industry standards – A percentage is charged over Gross Operating Profit ● All our hotels have contracts with similar and consistent terms ● Fee on Reservations ● Mechanisms of alignment of operational – A percentage is charged on Room interests Revenues ● No hidden fees ● Fee on Royalties – A percentage is charged on Total Revenues ● Advances of commissions are contemplated for other income that is not lodging 36
Growth Potential with a Disciplined Acquisition Strategy 1 Strengthen Operational Indicators of hotels Recently Opened 2 Non Established 3 4 Hotels in 5 Reinvest in our Co-Owned Hotels Development Hotels Hotels Pipeline Option to acquire hotels Possibility to acquire the Option to acquire the Reinvestment from HCEs portfolio hotels of HCE under the hotels that are planned to opportunities will be when they are investment scheme of be developed between considered within the established Co-Owned 2020 and 2022 FIBRA portfolio − 5 established hotels − 23 established hotels − 29 potential properties − Will seek to remodel and 2 more to be and 6 more to be to be developed and relocate the hotels established in 2020 established in 2020 with 792 rooms with 3,341 rooms − ~65% will be Owned − Objective Profitability and Co-Owned hotels will be between 12% − This acquisitions will − This acquisitions will and 14% represent an increase represent an increase of 16.0% in available of 67.6% in available rooms for our portfolio rooms for our portfolio 6 External Opportunities different to Hoteles City Express 37
FSTAY Internally Managed Without Fees for Administration Management Characteristics • FSTAY Subsidiary • Relationship between FSTAY and Management through a contract of reimbursement for expenses − Maximum budget established from which no surplus will be refunded • An estimated of administrative expenses of FSTAY will be approximately, Ps$17.5 Mn a year(1). This will include: − Fixed and variable compensation of the management team − Office rent − Appraisals and auditing − Fees of Bolsa Mexicana de Valores (BMV) − Other minor expenses Notes 38 1. Estimated for 2018 from an expense of Ps$16.4 Mn in 2017
Corporate Governance Aligned with Investors Structure that Mitigates Conflicts of Interest Committees Shareholders Assembly • Designate (initially) / approve members ● Shareholders have the right to name one member of the committees of the Technical Committee for every 10% of CBFIs • Discuss and approve any asset acquisition that represents between 5- they own 20% of the equity value Technical • Approve and remove the third party ● Shareholders that represent 10% or more of the Committee appraiser • Approve accounting policies and CBFIs can call an assembly financial statements, with prior recommendation of the audit committee ● Ordinary Assembly • Approve dividends and repurchases (Quorum 50% / Approval 50% of the CBFIs represented) – Will be able to solve any matter that requires • Approve and remove external auditor Audit the approval of the Shareholders Assembly that • Discuss Financial Statements Committee • Recommend accounting policies is not reserved for an Extraordinary Assembly • Approve any operation with related ● Extraordinary Assembly parties (Quorum 75% / Approval with simple majority of CBFIs Conflicts • Call the Shareholders Assembly to represented) Committee discuss any issue that may create a conflict of interests – May replace the Common Representative, Management and Trustee • Supports the Technical Committee in Practices Committee making decisions on corporate – Dissolve or delist the FIBRA governance and best practices – Remove members of the Technical Committee • Ensure that the mechanisms and Leverage controls are established to verify that ● Shareholders with conflict of interests will not have Committee any leverage comfortably complies with the Fibra's indebtedness policies a right to vote 39
Transparent Acquisition Mechanism from HCE Possible Portfolio to Valuation Mechanism Approval Process Contribute HCE has the obligation to offer a The Technical Committee will Any acquisition of Assets owned ROFR over the portfolios have the right to choose an by HCE, will require the approval developed and stabilized to independent appraiser (with the of: FSTAY of which HCE owns 100% majority vote of the independent members) − Technical Committee Stabilized HCE hotels based on The seller will have the right to − Vote in favor of the any of the following two metrics: choose a different independent Shareholders Assembly − Hotels that have more than 36 appraiser (related parties in the sale of months in operation In the event that the prices differ the assets will not have a right by less than 10% the price will be to vote) − Hotels based on their financial the average of the two metrics have a calculated ROIC (1) of 12% or higher If the price of the appraisers exceeds a 10% difference, a third appraiser must be chosen and the average of the 3 appraiser will be taken Notes 40 1. Defined as EBITDA / Total Investment
100% Independent Technical Committee Changes to the Technical Committee to be discussed with Investors Jorge García Segovia - President Carlos Bracho González ● Mr. García Segovia has served as Deputy Director of ● Mr. Bracho has been a member of the of the Board of the Northern Zone in Operadora de Bolsa, S.A. de C.V., Directors of many companies such as: Banca Serfín, Director of following áreas International , Fiduciary, Compañía Hulera Euzkadi, Grupo Petroquímico Beta, Mortage, Credit Cards in the Northern área of the Financiamiento Progresemos, and Fibra VIA, among country in Banca Serfin, S.A. others ● He has been a member of the of the Board of Directors ● He is a Public Accountant at the Universidad of Cemex México, Maxcom and Compañía Minera Iberoamericana with a Master's Degree in Finance from Autlan, among other organizations the University of Rhode Island ● Graduate from I.T.E.S.M. of the Bioquimical Engineering career and has a Diploma in Finance Harald Feldhaus Herrmann Sergio del Valle Cantú ● Mr. Feldhaus serves as advisor to several companies in ● Mr. Del Valle is partner of WAMEX Private Equity since Mexico such as Quálitas Compañía de Seguros and 2001, mexican firm that manages private equity funds Safe-Data Resources ● Currently a member of the Board of Directors and ● Member of the Patronato of Hospital ABC (English Committees of KUA Mex Foods and Productos Medix Hospital) and from Consejo Fondo para la Paz and has been member of the Board of several companies promoted by WAMEX funds ● President of the Mexican-German Chamber of Commerce and Industry, and formed as a member of ● Industrial Engineer graduated from UP with the Comision México – Alemania 2000 postgraduate studies at IPADE ● He was chariman for Latam of Marsh McLennan Co. ● Actuary graduated from UNAM 41
100% Independent Technical Committee Changes to the Technical Committee to be discussed with Investors Orlando Loera Flor Unda Carbot ● Mr. Loera worked in different executive positions for ● Mrs. Unda held senior positions in the financial sector Bank of America Merrill Lynch for more than 39 years for more than 15 years ● During his career at BofAML he was Country Executive ● She has been a commissioner of Banks, companies for the bank in México and chief of the investment and auxiliary services with a market expertise in banking, institutional sales and trading unit. marketing ● His last position was Chief Risk Officer for Latin ● Currently, she is an independent director in different America of BofAML industries and is a member of the Audit Committee of ● Likewise, Mr. Loera was the restructuring director for the Banco Nacional de Comercio Exterior Casas GEO and Controladora Comercial Mexicana ● Mrs. Unda was president of the Comité Técnico Nacional de Gobierno Corporativo of IMEF ● She has a Bachelor’s degree in Mexico and a Masters degree in philosophy in the United States Eduardo Güemez ● Mr. Güemez currently holds the position of CFO in Mexico Retail Properties (MRP), company focused in Real Estate development and Real Estate related to retail in Mexico ● Before MRP held the position of CEO at LaSalle Investment Management where he managed an industrial portfolio of US$ 400 millon ● Prior to LaSalle, he served as Managing Director of GE Real Estate and Risk Manager at the company ● Bachelor’s degree in Mechanical Engineering from I.T.E.S.M. and Master’s degree in operational research at the University of Stanford 42
Tax Implications for Foreign Investors C-Corp Fibra Corporate Income Tax Exempt or 30% 0% WHT on dividend distributions 0% based no certain treaties Exempt Either: Exempt Foreign Pension Fund Capital gains (via private sale) 25% on gross sale amount Exempt 35% on net gain (certain requirements must be comply) Capital gains (via stock market) N.A. Exempt Corporate income tax 30% N.A. 10% (can be reduced to 0% WHT on dividend distributions 30% depending on certain treaties) Foreign Investor Either: (Corporate or Individual) 25% on gross sale amount 35% on net gain and 10% on Capital gains (via private sale) 35% on net gain (certain gross sale requirements must be comply) Capital gains (via stock market) N.A. Exempt 43
Hoteles City Express Brands 43
Products Focused on Maximizing the Price – Value Ratio for our Guests 44
Best-in-class Design Translated in Efficient and Comfortable Spaces 45
Products Adapted to Guest Lodging Needs and Budgets 46
Presence in Premium Locations Hard to Replicate 47
Hoteles City Express Brands
Disclaimer This presentation has been prepared by Hoteles City Express, S.A.B. de C.V. (the “Company”) and is publicly available at: https://www.cityexpress.com/en/investors/financial- information. This presentation is not intended for distribution to, or use by, any person or entity in any state or jurisdiction where such distribution or use would be contrary to applicable law or regulation. In accessing this presentation, you agree to be bound by the following terms and conditions. This presentation only includes publicly available information concerning the Company, in summary form and, therefore, does not purport to be complete. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein. Any opinions expressed in this presentation are subject to change without notice and the Company is under no obligation to update or keep current the information contained herein. The Company and its affiliates, agents, directors, partners and employees accept no responsibility whatsoever for any loss or damage of any kind arising out of the use of all or any part of this presentation. This presentation contains “forward-looking” statements relating to future results (including certain projections and business trends) that are subject to risks and uncertainties that may cause the Company’s actual results or performance to differ, including materially, from any future results or performance expressed or implied by the forward-looking statements. Forward-looking statements include, without limitation, those concerning: the Company’s strategy and its ability to achieve it; the Company’s possible or assumed future results of operations; capital expenditures and investment plans; adequacy of capital; and financing plans; and may contain words like “aim,” “may,” “will,” “expect,” “is expected to,” “anticipate,” “believe,” “future,” “continue,” “help,” “estimate,” “plan,” “schedule,” “intend,” “should,” “would be,” “seeks,” “estimates,” “shall,” or the negative or other variations thereof, or any other words or phrases of similar meaning. The forward- looking statements are not guarantees of the Company’s future performance, and the Company’s actual results or other developments may differ materially from the expectations expressed in the forward-looking statements. As for forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts, and projections. Because of these risks and uncertainties, potential investors should not rely on these forward-looking statements. This presentation does not constitute an offer, or an invitation or solicitation for an offer, to subscribe for or purchase any securities, 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. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment. Likewise, this presentation does not give and should not be treated as giving investment advice. Héctor Vázquez Corporate Finance and Investor Relations Tel: +5255 5249-8050 hvazquez@hotelescity.com www.cityexpress.com/en/investors 50
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