Corporate Governance

Authorizing the first issuance of our CBFIs, whether public or private and whether within or outside of Mexico and instructing the Trustee to perform all necessary acts for such purpose, including the execution of the contribution agreements, lease agreements, the Advisory Agreement and the Property Management Agreement.

Within 15 business days from the execution of the trust agreement, instructing the Trustee to appoint an accounting and tax advisor designated by the Technical Committee.

Establishing and/or modifying our investment policies, in compliance with our trust agreement. In order to amend the Eligibility Criteria, the unanimous approval of the independent members of our Technical Committee is required. The Technical Committee must also consider and analyze proposed investments and acquisitions recommended by our Advisor that do not comply with the Eligibility Criteria, and any approval of such investments or acquisitions requires, in addition to a recommendation of our Practices Committee, the approval of the Technical Committee, including the unanimous approval of the independent members of our Technical Committee.

Approving our policies with respect to related parties, as well as authorizing transactions with related parties, including our Advisor, our Management Subsidiary or any of our Key Holders, for which the affirmative vote of the majority of the independent members of our Technical Committee will also be required. Our Technical Committee will define the transactions that do not require its prior authorization and will appoint the person who are authorized to execute such transactions.

Authorizing and appointing a substitute management subsidiary when the Management Subsidiary is no longer able to perform its duties, and instructing the Trustee to execute a replacement management agreement, with the recommendation from our Practices Committee.

Appointing and, in the case of “cause” as defined in our trust agreement, removing our Advisor, in accordance with the terms of our Advisory Agreement, which shall require a recommendation from our Practices Committee, and, if applicable, instructing the Trustee to designate a substitute advisor and to execute a replacement Advisory Agreement, with the recommendation from our Practices Committee.

Approving the execution of insurance policies covering members of our Technical Committee and officers of our Advisor and our Management Subsidiary, with the prior opinion of our Audit Committee.

Approving, with the prior opinion of our Audit Committee, our financial statements for consideration at a meeting of holders of our CBFIs.

If applicable, with the approval of our Management Subsidiary and the independent members and the recommendation of our Practices Committee, amendments to our Eligibility Criteria.

Establishing our leverage policies (provided that for our first fiscal year our Technical Committee has established the leverage policies described under ‘‘Policies with Respect to Certain Activities—Leverage Policies’’).

Establishing our Audit Committee and Practices Committee, each of which will be exclusively comprised of independent members.

Instructing the Trustee to execute contribution agreements and Trust joinder agreements and to acquire contributed properties.

Establishing the nominations committee.

Instructing the Trustee to disclose certain statutory events referenced in the Mexican Securities Market Law, including all agreements whose purpose is contrary to an opinion of our Audit Committee or Practices Committee.

Establishing the terms and conditions of any offer and sale of CBFIs that has been approved by the meeting of holders of CBFIs.

Directors or managers of the members of the Control Group or of the companies that comprise the corporate group or consortium to which the members of the Control Group belong, as well as their examiners, where applicable; such limitation will only apply with respect to the individuals who had been in those positions for 12 (twelve) months immediately prior to the date of appointment;

Any individual who has significant influence or power of mandate over the members of the Control Group or in any of the companies, the corporate group, or the consortium to which the members of the Control Group belong;

Shareholders who are part of the group of companies that maintain control of the members of the Control Group;

Clients, service providers, suppliers, debtors, creditors, partners, board members, or employees of a company that is a significant client, service provider, supplier, debtor or creditor of the members of the Control Group; a client, service provider or supplier is significant when the sales of the members of the Control Group or of the companies that comprise the corporate group or consortium to which the members of the Control Group belong (as applicable) represent more than 10% (ten percent) of the total sales of the client, service provider or supplier, for the 12 (twelve) months prior to the date of appointment; likewise, a debtor or creditor is significant when the amount of the credit is greater than 15% (fifteen percent) of the assets of the members of the Control Group or of the companies that comprise the corporate group or consortium to which the members of the Control Group belong (as applicable), or their counterpart;

Directors or managers of any Tenant who represents 10% (ten percent) or more of the revenues for Real Estate Rents or the companies that comprise the corporate group or consortium to which that Tenant belongs, as well as their examiners, where applicable; such limitation will only apply with respect to the individuals who were in those positions for the 12 (twelve) months immediately prior to the date of appointment;

Companies that have performed the functions of external auditor of the Trust or the Administrator, or for any of the companies that comprise the corporate group or consortium to which the members of the Control Group belong during the 12 (twelve) months immediately prior to the date of the appointment (in conformance with the terms established in Article 24 of the Securities Market Law); and

Individuals who are related by blood or marriage out to the fourth degree, as well as spouses and partners of any of the individuals referred to in sections (i) to (vi) above.