Presentation to CBFI Holders. March 11, 2016 Meeting

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1 Presentation to CBFI Holders March 11, 2016 Meeting

2 Agenda Ordinary Meeting I. Approval of the Audited Annual Financial Statements for 2015 II. Approval of the 2015 Annual Report III. Ratification of the Technical Committee s members IV. Approval of the annual CBFI issuance program V. Presentation of the Certificate repurchase fund project Extraordinary Meeting VI. Approval of new incentive plan for the company s CEO and CFO VII. Approval of amendments to the Advisory Agreement VIII. Approval of the extension of the date for the annual Ordinary Holders Meeting 2

3 I Financial Statements I. Presentation, discussion, and approval of the Audited Annual Financial Statements for fiscal year

4 II Annual Report II. Presentation, discussion, and approval for the Annual Report as of December 31,

5 III. Technical Committee Members III. The Technical Committee recommends ratifying the existing Technical Committee Members and nominate Carmina Abad Sánchez as a new member to the committee Technical Committee Member Alberto Chretin Castillo Alfonso Munk Alba Eduardo Solís Sánchez Arturo D Acosta Ruiz Edmundo Vallejo Venegas José Luis Barraza González Víctor David Almeida García Carmina Abad Sánchez Independent No No Yes Yes Yes Yes Yes Yes 5

6 IV. CBFI Issuance Program IV. Proposal, discussion, and approval of an annual CBFI issuance program, including an initial approval for 130 million CBFIs The goal of the program is to expedite the CBFI issuance process The company will seek the holders approval each year in order to have an available CBFI stock in treasury that can be used for acquisitions or offers (public or private) The program minimizes risk for the shareholders as it reduces the overhang between the issuance and the use of the proceeds from the offering 6

7 V. CBFI Buy-Back Fund V. Terrafina s Technical Committee recommends the CBFI buy-back program with the following characteristics: Buy-back of up to USD $20mm in stock The program will be subject to applicable legislation 7

8 VI. New Incentive Plan VI. Implementation of a new incentive plan for the company s Chief Executive Officer and Chief Financial Officer The new plan aligns interests between management and shareholders as part of the variable compensation will be paid out in stock with a lockup period of up to 2 years It follows the Incentive Fee calculation methodology payable to the Advisor and the amount can be up to 5% of it 8

9 VII. Advisory Agreement VII. Amendments to the Advisory Agreement The Advisor 1 will act as so for another 3 year period, until March 2019 The agreement maintains the Holders prerogative to terminate the contract with a simple majority at the Holders Meeting without any cost for the shareholder 1) The Advisor is PLA Administradora S. de R.L. de C.V. a filial company of Prudential Real Estate Investors. 9

10 VII. Advisory Agreement VII. Amendments to the Advisory Agreement The Advisory Fee 1 will be modified to reflect the market s best practices: it s calculation will migrate from the investment s properties Historical Cost to a Market Value base (applying the same 50 bps factor) This migration has a neutral impact compared to the current calculation and therefore in Terrafina s G&A It generates greater and better interest alignment between management and the shareholders as it looks after the reappraisal of the properties in the long term 1) Currently, the calculation applies a 0.5% to the historical cost of the investment properties plus the annual inflation rate for the period. For more detail, please refer to Annex B. 10

11 VIII. Annual Ordinary Meeting date VIII. Approval for the extension of the date for the Annual Ordinary Holders Meeting It shall be held within the four months following the end of each fiscal year 11

12 Annex A Trust Agreement Proposed Amendments to the Trust Agreement 12

13 Annex B Advisory Agreement Proposed Amendments to the Advisory Agreement 13

14 Annex B Advisory Agreement 14

15 Annex B Advisory Agreement 15

16 Annex B Advisory Agreement 16

17 Annex B Advisory Agreement 17

18 Annex B Advisory Agreement 18

19 Annex B Advisory Agreement 19

20 Annex B Advisory Agreement 20

22 ALBERTO CHRETIN CASTILLO CANDIDATE S INFORMATION Engineer, 64 years old Seniority: 3 years Proposed position: Chairman of the Board Proposed duration 1 year, to be ratified Is he/she an Executive Director of Terrafina? Yes! No If so, what position does he/she hold? Employee Executive! Is he/she an independent member? Yes No! If not, why? Current Chief Executive Officer of Terrafina Is he/she member of another of Terrafina s committees? Yes No! If so, which one(s)? CURRICULUM Alberto Chretin is Terrafina s Chief Executive Officer and Chairman of the Board. Mr. Chretin is responsible for the preparation of our business strategy and the execution of our vision, goals and business plan. Before joining Terrafina, Mr. Chretin served as a Minister of Economy for the state of Chihuahua, Mexico, and as Executive Advisor of PREI in connection with Terrafina s initial portfolio. Prior to joining PREI, Mr. Chretin was Managing Director at Verde Corporate Realty Services, where his duties included marketing, promotion, leasing, development, investment and property management. Previously in his career, Mr. Chretin was CEO at Intermex, Chihuahua, where he doubled the size of the Company s industrial portfolio, and Executive Director of Parques Industriales de Chihuahua, S.A. de C.V. Mr. Chretin has also served as Executive Director of the Mexican Association of Industrial Parks (AMPIP) from 2009 to Alberto Chretin holds a Bachelor s degree in Management and Mechanical Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM) and attended the AD-2 program at the IPADE Business School in Mexico.

23 ALFONSO MUNK ALBA CANDIDATE S INFORMATION MBA, 42 years old Seniority: 3 years Proposed position: Member of the Board Proposed duration 1 year, to be ratified Is he/she an Executive Director of Terrafina? Yes! No If so, what position does he/she hold? Employee Executive! Is he/she an independent member? Yes No! If not, why? Current Managing Director and Chief Investment Officer of PREI in the Americas Is he/she member of another of Terrafina s committees? Yes No! If so, which one(s)? CURRICULUM Alfonso Munk is Managing Director of PREI in the Americas. Mr. Munk is responsible for managing PREI s investment management business in Latin America, including the development and implementation of its business strategy. Prior to joining PREI, he served as Managing Director at Morgan Stanley Real Estate Investing (MSREI), where he held various roles over the last ten years. Most recently, he was responsible for real estate investing activities of MSREI in southern Europe, as well as pan-european hospitality investments. He also served as regional head of MSREI for South America, based in Sao Paulo. Mr. Munk holds an MBA from Wharton School of Business with a major in Finance and Real Estate, and a Bachelor s degree in Business and Hospitality Administration from Cornell University. Mr. Munk is a member of the Urban Land Institute and has been a board member of various companies, including Icade, Eurosic SA, Abyara Planejamento Imobiliario SA, and Compagnie La Lucette, where he was Chairman of the Board.

24 EDUARDO SOLÍS SÁNCHEZ CANDIDATE S INFORMATION Doctor, 53 years old Seniority: 3 years Proposed position: Member of the Board Proposed duration 1 year, to be ratified Is he/she an Executive Director of Terrafina? Yes No! If so, what position does he/she hold? Employee Executive Is he/she an independent member? Yes! No If not, why? Is he/she member of another of Terrafina s committees? Yes! No If so, which one(s)? Practices Committee Audit Committee Indebtedness Committee CURRICULUM Eduardo Solís is President of the Mexican Association of the Automotive Industry (AMIA). Prior to his current position, Mr. Solis worked at the Ministry of Economy, where he served as a Head of the Unit for the Promotion of Investment. He was responsible for attracting key strategic projects to Mexico. Previously, Mr. Solis was responsible for the administration of NAFTA and was Mexico s Chief Trade Negotiator with Latin America. He negotiated free trade agreements with Chile, Nicaragua, Uruguay, Guatemala, Honduras and El Salvador, as well as bilateral agreements with Brazil, Argentina, Panama and Peru. Mr. Solis was also Mexico s Chief Negotiator in the Free Trade Agreement of the Americas, and worked at the Ministry of Commerce and Trade as Head of Negotiations for the agricultural chapter of NAFTA, as well as for the free trade agreements with Costa Rica, Bolivia, Colombia and Venezuela, and the World Trade Organization (WTO) Uruguay Round. Mr. Solis has a Bachelor s degree in Economics from the Universidad Autónoma de Nuevo León, and received a Master s degree and a Ph.D. from The University of Chicago and the University of Rochester, respectively.

25 ARTURO D ACOSTA RUIZ CANDIDATE S INFORMATION MBA, 58 years old Seniority: 3 years Proposed position: Member of the Board Proposed duration 1 year, to be ratified Is he/she an Executive Director of Terrafina? Yes No! If so, what position does he/she hold? Employee Executive Is he/she an independent member? Yes! No If not, why? Is he/she member of another of Terrafina s committees? Yes! No If so, which one(s)? Audit Committee: President Indebtedness Committee: President Nominating Committee CURRICULUM Arturo D Acosta is Executive Director of Actinver. Previously, he held the Executive Director position at Alvarez & Marsal (A&M) in Mexico City. Mr. D Acosta is responsible for providing consulting services to companies in Mexico as a specialist in financial administration. Mr. D Acosta also serves as President of the Securities Listing Committee for the Mexican Stock Exchange, where he analyzes and authorizes capital and debt placements. Previously, he was Managing Partner at Serficor Partners, where he ran several projects in the construction, food, and agriculture industries. Prior to his work at Serficor Partners, Mr. D Acosta was General Manager of Finance and Administration for the Grupo Industrial Saltillo and Corporate Director of Finance and Administration at DESC, where he was responsible for various financial restructurings and bond issuances in Mexico and the U.S. Mr. D Acosta earned a B.B.A. from the Escuela Bancaria y Comercial and holds an MBA from the Instituto Tecnológico Autónomo de México (ITAM).

26 EDMUNDO VALLEJO VENEGAS CANDIDATE S INFORMATION MBA, 58 years old Seniority: 3 years Proposed position: Member of the Board Proposed duration 1 year, to be ratified Is he/she an Executive Director of Terrafina? Yes No! If so, what position does he/she hold? Employee Executive Is he/she an independent member? Yes! No If not, why? Is he/she member of another of Terrafina s committees? Yes! No If so, which one(s)? Nominating Committee: President CURRICULUM Edmundo Vallejo is a professor in the department of General Management at the IPADE Business School since Mr. Vallejo was President and CEO of GE Capital Consumer Finance Latin America from 2006 to During his term, he served as President of the Board of directors of GE Capital Mexico, and was also a board member of Banco Colpatria and BASC Credomatic JV. He has held various roles at GE, including President and General Director of GE Corporate Latin America ( ), President and General Director of GE Mexico ( ), General Director of GE Real Estate Mexico (2000), General Director of GE Plastics Mexico ( ) and Director of Business Development at GE Mexico ( ). Mr. Vallejo has worked for several other corporations, including McKinsey & Co. (Portugal) and Procter & Gamble (Mexico). He is a member of the Board of Grupo Arancia, Grupo Bimbo and Grupo Marhnos, as well as a member of various non-profit organizations and think tanks for public policy and social development. Mr. Vallejo graduated from the Universidad Autónoma Metropolitana with a degree in Chemical Engineering, and has a Master s degree in Chemical Engineering from the University of Notre Dame. Mr. Vallejo also holds an MBA from the Harvard Business School.

27 JOSÉ LUIS BARRAZA GONZÁLEZ CANDIDATE S INFORMATION Doctor, 66 years old Seniority: 3 years Proposed position: Member of the Board Proposed duration 1 year, to be ratified Is he/she an Executive Director of Terrafina? Yes No! If so, what position does he/she hold? Employee Executive Is he/she an independent member? Yes! No If not, why? Is he/she member of another of Terrafina s committees? Yes! No If so, which one(s)? Practices Committee Nominating Committee CURRICULUM José Luis Barraza is the former Chairman of the Administrative Board of Grupo Aeromexico, of which he continues to be a member. In addition, he is President of the Executive Committee of Aeromexico and participates as Permanent Guest of the Audit and Corporate Practices Committees. Mr. Barraza has worked in international commerce and industrial development for over 30 years. He has served as Chairman of the boards of Proyectos Inmobiliarios Impulso, Optima, Administración de Servicios Optima, Realiza y Asociados, e Inmobiliaria Realiza. Mr. Barraza has also been a board member of numerous financial, educational and philanthropic institutions. From 2003 to 2004, he was President of the Employers Confederation of the Republic (Coparmex), and between 2004 and 2007 served as President of the Council on Business Coordination (CCE). Mr. Barraza has a degree in Chemical Engineering with a specialty in Business from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM) and he earned his postgraduate degree in Advanced Administration from the IPADE Business School. In addition, he has an Honorary Doctorate from the Mexican Academy of International Law.

28 VÍCTOR DAVID ALMEIDA GARCÍA CANDIDATE S INFORMATION BA, 57 years old Seniority: 3 years Proposed position: Member of the Board Proposed duration 1 year, to be ratified Is he/she an Executive Director of Terrafina? Yes No! If so, what position does he/she hold? Employee Executive Is he/she an independent member? Yes! No If not, why? Is he/she member of another of Terrafina s committees? Yes! No If so, which one(s)? Practices Committee: President Audit Committee Indebtedness Committee CURRICULUM Víctor Almeida has served as General Manager of Interceramic since Since 1979, when the Company began operations, he has taken on several roles within Interceramic. In 1982, he was named President and General Director of Grupo Cencor, which manages Mercedes Benz, Honda and Chrysler dealerships in the State of Chihuahua. Mr. Almedia has been President of the Director s Council for Banamex in the State of Chihuahua since 1991 and of NAFINSA/TEXAS since Mr. Almeida holds a Bachelor s degree in Business Administration from the University of Texas in Austin.

29 CARMINA ABAD SÁNCHEZ CANDIDATE S INFORMATION BA, 53 years old Seniority: 1 year Proposed position: Member of the Board Proposed duration 1 year, to be ratified Is he/she an Executive Director of Terrafina? Yes No! If so, what position does he/she hold? Employee Executive Is he/she an independent member? Yes! No If not, why? Is he/she member of another of Terrafina s committees? Yes! No If so, which one(s)? Audit Committee Practices Committee Nominating Committee CURRICULUM Carmina Abad has over 30 years of a solid professional background, with a special focus on the financial and insurance industry. From 2010 to 2015 she served as the Chief Executive Officer and President of the Board of MetLife México where she exceeded the company growth above insurance industry levels. She occupied several positions before becoming CEO in the same company such as COO ( ), Vice-president of the Government Business Unit ( ), Institutional Business Head of MetLife Spain ( ), and in the Group and Collective Business Unit, Individual Life and Pension Funds from 1991 until Ms. Abad holds a Bachelor in Actuarial Sciences from the National Autonomous University of Mexico (UNAM). Additionally, Ms. Abad has several certifications including the Harvard Management Mentor Program, the Enterprise Leadership Program (Harvard Business School), the Executive Education for Women Certification (Smith College), among others.

ALBERTO CHRETIN CASTILLO

ALBERTO CHRETIN CASTILLO Engineer, 63 years old Chairman of the Board Yes! No Executive! If not, why? Current Chief Executive Officer of Terrafina If so, which one(s)? Alberto Chretin is Terrafina s Chief