Holders of our CBFIs have the right to vote on certain important decisions at our CBFI holders’ meetings, including resolution of issues raised by the technical committee and the removal of our Manager.

In addition, each holder or group of CBFI holders have the right to appoint a member of the technical committee for each 10% of our outstanding CBFIs held. Holders of our CBFIs also have the right to approve any investment or acquisition made by us if it represents 20% or more of the value of our trust estate.

The technical committee is authorized to take any action in connection with our operations not expressly reserved to the holders of our CBFIs, some of which will be delegated to our Manager. The technical committee will also have certain duties that may not be delegated, including without limitation: 

• Within three business days following the execution date of our Trust Agreement, approving our Formation Transactions and actions ancillary to our formation and the Global Offering.
• Approving the execution of the Contribution Agreements.
• Approving our initial investment guidelines and any other modification of our investment policy.
• Approving the investment of the cash forming part of our trust estate in permitted investments.
• Approving disposition of properties during the first four years from acquisition thereof, regardless of the value of the property (except in cases when such disposition must be approved by the holders’ meeting under the terms of our Trust Agreement).
• Discussing and approving any acquisition or disposition of our assets, properties or rights by our trust, that represent 5% or more (but less than 20%) of the value of our trust estate, that have been entered into in a single transaction or series of related transactions within a 12-month period. In addition, the approval of any acquisition or disposition of our assets, properties or rights by our trust, which represents 5% or more (but less than 20%) of the value of our trust estate must comply with any other applicable requirements under the CNBV regulations in force at the time of such acquisition or disposition of our assets, properties or rights.
• Approving any acquisition of our CBFIs in excess of 9.9% of our outstanding CBFIs (except by Prologis or any of its affiliates).
• Approving, with the prior written consent of our Practices Committee, transaction policies with parties related to the Subsidiary Trust, the Property Trusts, the Trustee and our Manager and approving any material contract, transaction (including acquisitions or contributions of real estate properties) or relationship with a party related to our trust, our Manager or their affiliates, or otherwise representing a related party transaction; provided, that in such case, (1) a majority vote of the independent members of the technical committee will be required for such approval, (2) any member of the technical committee with a conflict of interest will not be entitled to vote on such matter, and (3) any such material contract, transaction (including acquisitions or contributions of real estate properties) or relationship with a party related to our trust, our Manager or their affiliates, or otherwise representing a related party transaction must be entered into on market terms and comply with any other applicable requirements under the CNBV regulations in force at the time.
• Approving the appointment of any independent appraiser appointed to carry out the valuation of our assets (other than certain pre-approved appraisers set forth under our Trust Agreement which do not require technical committee approval).
• Approving the appointment of the members of our Audit Committee, our Practices Committee, and our Indebtedness Committee.
• Approving, on the prior written recommendation of our Audit Committee, our accounting policies, our internal control and audit guidelines.
• Approving, on the prior written recommendation of our Audit Committee, our financial statements to be presented to the holders’ meeting for approval.
• Approving a distribution policy, any changes thereto and any distribution proposed by our Manager that is not in accordance with the distribution policy; provided that any distribution policy must comply with Article 187 of the Mexican Income Tax Law.
• Instructing the Trustee to disclose certain statutory events pursuant to the Mexican Securities Market Law, including the execution of any agreement contrary to an opinion of our Audit Committee, Practices Committee or Indebtedness Committee.
• Approving any other matters related to our business brought before the technical committee by our Manager.
• Monitoring the performance of our Manager and of any third-party services provider hired by our Manager in accordance with our Management Agreement.
• Remaining informed with respect to all the material aspects of our real estate assets and consulting our Manager in such regard.
• Requesting the information and reports necessary, in its sole discretion, to facilitate the monitoring of our Manager and any other third party services provider hired by our Manager; and our Manager will consider in good faith the recommendations issued by the technical committee with respect to the matters on which it is consulted.

Any CBFI holders that, individually or together as a group, hold in the aggregate 10% or more of our CBFIs, will be entitled to appoint one member of the technical committee (and their respective alternate) for every 10% of our outstanding CBFIs that they hold, subject to the following terms:

(i) members appointed by holders that qualify as independent under the Mexican Securities Market Law and the related regulations will be appointed as independent members of the technical committee;

(ii) the right of the holders to appoint a member of the technical committee can be waived by the relevant holders by written notice to the Trustee, our Manager and the Common Representative; and

(iii) if, at any time, a holder or group of CBFI holders that has appointed a member of the board ceases to hold in the aggregate at least 10% of the outstanding CBFIs, such holders must submit a written notification to the Common Representative, the Trustee and our Manager, and such holder or group of CBFI holders must remove their designated member at the next holders’ meeting, and that designated member and his or her alternate will not be entitled to vote at any technical committee meeting and will not be considered for purposes of calculating the quorum requirements for installation and voting in technical committee meetings.

Prologis will have the right to appoint, and revoke the appointment of, the remaining members of the technical committee and to fill any vacancy of non-independent members, as long as any affiliate of Prologis Property México, S.A. de C.V. continues to be our Manager, in the understanding that, if Prologis Property México, S.A. de C.V. or any affiliate thereof ceases to be our Manager, the remaining members of the technical committee will be appointed by the holders’ meeting.

The chairperson and secretary of the technical committee will be appointed by the members of the technical committee in accordance with our Trust Agreement.

At each annual ordinary holders’ meeting, which is required to be held within four months following the end of our fiscal year, the holders of our CBFIs will elect or not elect, as applicable, the independent members of the technical committee appointed by our Manager. The holders’ election of an independent member of the technical committee will also have the effect of classifying such member as independent. In the event the ordinary holders’ meeting does not elect an independent member appointed by our Manager, our Manager may (but will not be required to) appoint another individual in substitution of such unelected independent member (and its respective alternate).

The appointment of members of the technical committee (and their respective alternates) by our Manager or any holder of our CBFIs may generally only be revoked by the person or group of persons that originally appointed such member (or alternate), at any time, by means of prior written notice to the Trustee and our Manager (if applicable). The appointment of members of the technical committee (and their respective alternates) may be also be revoked by the holders of our CBFIs at any holders’ meeting at which the appointment of all members of the technical committee is revoked. A member of the technical committee who is removed cannot be reappointed within the 12 months following such removal.

The death, incapacity or resignation of a member of the technical committee will result in the automatic and immediate revocation of such members’ tenure on the technical committee, in which case his or her alternate will be the acting member of the technical committee until the person that appointed such member appoints a new member and his or her alternate or ratifies the appointment of the alternate member as a member or an alternate.

Only independent members of the technical committee are entitled to compensation, for acting as members of the technical committee. The amount was proposed by our Manager and approved by the CBFI holders at the holders’ meeting. Each primary independent member receive an annual payment of:

1) Ps 800,000.00 annually for the participation in the Technical Committees either in person or though some communication devise.

2) Ps 400,000.00 annually for the participation in the Audit Committees either in person or though some communication devise.

3) Alternate independent members will be compensated with the same proportion of payment each meeting.

The technical committee will meet in accordance with the calendar approved at the first meeting of the technical committee of each year, and in extraordinary meetings when necessary. Our Manager, the Trustee and the Common Representative may attend (but not participate or vote in) meetings of the technical committee and, accordingly, will not be responsible for any resolutions adopted at any such meeting. Our Manager or any member of the technical committee may request that the secretary of the technical committee call a meeting of the technical committee, with at least five days’ prior notice. 

A quorum for the purpose of convening a meeting of the technical committee requires that a majority of the members or their respective alternates be present. Each member of the technical committee will have one vote unless required to abstain due to a conflict of interest, in which case such member will also not be counted for purposes of the quorum with respect to such decision.

The technical committee may act without a meeting by adopting resolutions with the unanimous written consent of all the members or their respective alternates. A copy of such resolution will be sent by the secretary of the technical committee to the Trustee and the Common Representative. In addition, the members of the technical committee can enter into agreements regarding their voting rights. If the opinion of a majority of the independent members differs from that of the majority of the members of the technical committee, such difference of opinion must be disclosed through the Mexican Stock Exchange and EMISNET (Sistema Electrónico de Comunicación con Emisoras de Valores), which is an electronic communication platform established by the Mexican Stock Exchange.

The appointment of members of the technical committee (and respective alternates) will have a term of one year and will be renewed automatically for consecutive one-year periods, unless the person who appointed such members of the technical committee (and such alternates) decides otherwise.

The liability of the members of the technical committee is limited to the commission of acts of willful misconduct, bad faith or fraud in the performance of their obligations as members of the technical committee. None of the members of the technical committee is liable for monetary damages or losses related to his obligations as a member of the technical committee unless such monetary damages or losses stem from acts of willful misconduct, bad faith or fraud in the performance of such obligations. 

Our Trust Agreement requires us to indemnify and defend the members of the technical committee from any losses arising from our Management Agreement, our Trust Agreement, or any other ancillary documentation so long as such losses do not arise from willful misconduct, bad faith or fraud. The indemnification provisions set forth in our Trust Agreement will remain in effect until the prescription of obligations in accordance with the provisions of applicable law.

The technical committee may purchase insurance or bonds to cover any losses incurred by its members, our Manager, the Common Representative, any holder of CBFIs or any person arising from any act or omission by the members of the technical committee relating to our Management Agreement, our Trust Agreement or any other related documentation; provided that such insurance or bonds will not cover indemnities for losses incurred through gross negligence, willful misconduct, bad faith or fraud by the members of the technical committee