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6-K 1 dp226625_6k.htm FORM 6-K

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2025

 

Commission File Number: 001-41730

 

Corporación Inmobiliaria Vesta, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

 

Paseo de los Tamarindos No. 90,

Torre II, Piso 28, Col. Bosques de las

Lomas

Cuajimalpa, C.P. 05120

Mexico City

United Mexican States

+52 (55) 5950-0070

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F  

 

 

 

 


TABLE OF CONTENTS

 

EXHIBIT  
99.1 Summary of the resolutions adopted in the General Ordinary and Extraordinary Shareholders Meeting dated March 19, 2025
99.2 Minutes of the General Ordinary and Extraordinary Shareholders Meeting dated March 19, 2025
99.3 Secretary’s certificate dated March 19, 2025 of the Minutes of General Ordinary and Extraordinary Shareholders Meeting dated March 19, 2025
99.4 Secretary’s certificate of the corporate books of Corporación Inmobiliaria Vesta, S.A.B. de C.V. dated March 19, 2025
99.5 Annual Report of the Board of Directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V. for the fiscal year 2024 dated February 18, 2025
99.6 Annual Report of the Audit Committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. for the fiscal year 2024 dated February 14, 2025
99.7 Annual Report of the Chief Executive Officer of Corporación Inmobiliaria Vesta, S.A.B. de C.V. for the fiscal year 2024 dated February 14, 2025
99.8 Annual Report of the Corporate Practices Committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. for the fiscal year 2024 dated January 28, 2025

 

 


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Corporación Inmobiliaria Vesta, S.A.B. de C.V.
     
     
      By: /s/ Juan Felipe Sottil Achutegui
        Name: Juan Felipe Sottil Achutegui
        Title: Chief Financial Officer

Date: March 24, 2025

 

 

EX-99.1 2 dp226625_ex9901.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Summary of agreements of the Ordinary General 

Shareholders Meeting of Corporación Inmobiliaria Vesta, S.A.B. de C.V.

held  in first call on March 19th,  2025

 

 

I. Presentation and, if applicable, approval of the 2024 annual report of the CEO.

 

 

 

1. The annual report of the CEO for the fiscal year 2024 and the opinion issued by the board of directors regarding it were approved in all its parts.

 

II. Presentation and, if applicable, approval of the 2024 Annual Report of the Board of Directors.

 

 

 

1. The annual report presented by the board of directors regarding the fiscal year 2024, was approved in all its parts.

 

III. Presentation and, if applicable, approval of the 2024 annual reports of the Audit, Corporate Practices, Investment, Ethics, Debt and Equity, and Environmental, Social, and Corporate Governance Committees.

 

 

 

1. The annual reports of the audit, corporate practices, investment, ethics, debt and equity, and environmental, social, and corporate governance committees, presented for the fiscal year 2024, were approved.

 

IV. Report on compliance with tax obligations by the Company and its subsidiaries during 2024.

 

 

 

1. The report regarding the compliance with tax obligations of the Company and its subsidiaries during the fiscal year 2024 was approved.

 

V. Presentation and, if applicable, approval of the audited and consolidated financial statements of the Company and its subsidiaries for 2024, including the report of the external auditor of the Company.

 

 

 

1. The audited and consolidated financial statements of the Company and its subsidiaries, including the balance sheet, income statement, statement of changes in financial position, statement of changes in equity, supplementary notes, and the report and opinion of the external auditor of the Company, issued for the fiscal year 2024, were approved in all their parts.

 

 



2. It was resolved to allocate the corresponding amounts to the legal reserve.

 

3. It was resolved to allocate the result of the fiscal year 2024 to the income statement.

 

VI. Presentation and, if applicable, approval for the decree and payment of a cash dividend, delegating powers to the Board of Directors.

 

 

 

1. The payment of a cash dividend in the total amount of EUA$69,537,973.00  legal currency of the United States of America, derived from the retained earnings account of the Company, was decreed.

 

2. It was resolved to pay the declared dividend in 4 equal installments, each one for the amount of EUA$17,384,493.20 legal currency of the United States of America, payable in pesos, national currency, at the exchange rate published by the Bank of Mexico in the Official Gazette of the Federation on the business day prior to each payment date, with the first payment date being April 15th, 2025, the second being July 15th, 2025, the third being October 15th, 2025, and the last being January 19th, 2026, through the SD Indeval.

 

3. It was resolved that the declared dividend will be paid to the shareholders in proportion to their shareholding on each payment date and without considering treasury shares.

 

VII. Presentation and, if applicable, approval of the exercise of the share buyback program during the fiscal year 2024.

 

 

 

1. The report on the exercise of the own share repurchase program in force during 2024 was approved.

 

VIII. Presentation and, if applicable, approval of the Company's share buyback program for 2025, of the amount that may be used in a revolving manner to such purposes and delegation of authority to the board of directors for its execution.

 

 

 

1. It was resolved that the reserve for the repurchase of own shares that may be used on a revolving basis during 2025 shall be equal to the amount of USD$150,000,000.00 legal currency of the United States of America, or its equivalent in Pesos, National Currency, derived from the retained earnings of the Company.

 

2. It was noted that the reserve amount does not exceed the total balance of net profits, including retained earnings.

 

 



3. The board of directors was authorized to operate in accordance with the latest rules issued by the board of directors, and until such board of directors determines to modify them.

 

IX. Appointment or, if applicable, ratification of the members of the Board of Directors, and appointment of the presidents of the Audit and Corporate Practices Committees and its compensation for 2025.

 

 

 

1. Mr. Lorenzo Manuel Berho Corona, Lorenzo Dominique Berho Carranza, Manuela Molina Peralta, Jorge Alberto de Jesús Delgado Herrera, Douglas M. Arthur, Stephen B. Williams, José Manuel Domínguez Díaz Ceballos, José Guillermo Zozaya Délano, Craig Wieland, Enrique Carlos Lorente Ludlow, Daniela Berho Carranza, Elías Laniado Laborín, Luis Javier Solloa Hernández, Viviana Belaunzarán Barrera, Loreanne Helena García Ottati, José Antonio Pujals Fuentes, Oscar Francisco Cázares Elías, Rocío Ruíz Chávez, Luis de la Calle Pardo, and Francisco Javier Mancera de Arrigunaga were ratified to continue as members of the Company's board of directors during the fiscal year 2025.

 

2. Mr. Lorenzo Manuel Berho Corona was ratified as the executive chairman of the board of directors.

 

3. Mr. Alejandro Pucheu Romero was ratified as the proprietary secretary of the board of directors without being a member thereof; and Ms. Jimena María García-Cuellar Céspedes was appointed as the alternate secretary of the board of directors without being a member thereof.

 

4. It was confirmed that none of the members of the board of directors, the proprietary secretary, or the alternate secretary, shall have any obligation to provide surety.

 

5. Mr. Francisco Javier Mancera de Arrigunaga was ratified as  chairman of the corporate practices committee.

 

6. Mr. Luis Javier Solloa Hernández was ratified as chairman of the audit committee.

 

7. Note was taken of the appointment of the other members of the audit and corporate practices committees, as well as the appointments of the chairpersons and members of the other committees.

 

8. Manuela Molina Peralta, Jorge Alberto de Jesús Delgado Herrera, José Manuel Domínguez Díaz Ceballos, José Guillermo Zozaya Délano, Craig Wieland, Enrique Carlos Lorente Ludlow, Luis Javier Solloa Hernández, Viviana Belaunzarán Barrera,

 

 



Loreanne Helena García Ottati, José Antonio Pujals Fuentes, Oscar Francisco Cázares Elias, Rocío Ruiz Chávez, Douglas M. Arthur, Stephen B. Williams, Luis de la Calle Pardo, and Francisco Javier Mancera de Arrigunaga were qualified as independent directors.

 

9. It was established that the compensation of the members of the board of directors and committees, will continue to be the same as approved for 2024.

 

X. Appointment of special delegates

 

 

 

1. Lorenzo Dominique Berho Carranza, Alejandro Pucheu Romero, Jimena María García-Cuéllar Céspedes, and Claudia Alejandra Márquez Rueda were appointed as special delegates to issue certifications regarding the minutes and to protocolize them.

 

 

 

***End of Text***

 

 

EX-99.2 3 dp226625_ex9902.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Ordinary General Shareholders Meeting of

Corporación Inmobiliaria Vesta, S.A.B. de C.V.

March 19th,  2025

 

In the City of Mexico, the registered office of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the "Company"), at ten o'clock on March 19th, 2025, the shareholders of the Company and the representatives of the shareholders indicated in the attendance list met at the address located at Paseo de los Tamarindos 90, Torre II, Floor 28, Colonia Bosques de las Lomas, Cuajimalpa de Morelos, Mexico City, 05120, for the purpose of holding an ordinary general shareholders' meeting, duly convened in accordance with the provisions of the Company's bylaws, by means of the first call published in the "Reforma" newspaper on February 20th, 2025, as well as through publication in the electronic system of the Ministry of Economy. A copy of said publications is attached to the record of this Minutes as Annex "1". A copy of the attendance list along with copies of: (i) the respective power of attorney letters, (ii) the certifications issued to the shareholders by the S.D. Indeval Institution for the Deposit of Securities, S.A. de C.V. and the different custodians participating in that institution, and (iii) the shareholding list issued on March 11, 2025 by the S.D. Indeval Institution for the Deposit of Securities, S.A. de C.V., are attached to the record of this Minutes as Annex "2".

 

In accordance with the provisions of Article Twenty-First of the Company's bylaws, the meeting was chaired by Mr. Lorenzo Dominique Berho Carranza, and Mr. Alejandro Pucheu Romero, the proprietary secretary of the Board of Directors of the Company, acted as secretary.

 

In accordance with Article Twenty-First of the Company's bylaws, the chairman appointed Ms. Claudia Alejandra Márquez Rueda and Ms. Jimena María Garcia Cuellas Céspedes as scrutineers, who, after accepting their office, proceeded to examine: (1) the attendance list, (2) the shareholding list issued on March 11, 2025 by the S.D. Indeval Institution for the Deposit of Securities, S.A. de C.V., and (3) the power of attorney letters exhibited by the representatives of the shareholders, in order to carry out the count of the shares represented in this ordinary general meeting. Once this was done, the scrutineers certified that, for the ordinary general meeting, 57.64% (fifty-seven point sixty-four percent) of the shares representing the subscribed, paid-up, and voting share capital in the matters of the ordinary general meeting were represented; therefore, in accordance with the provisions of Articles Twenty-Third of the Company's bylaws, there is the necessary quorum for the convening of this ordinary general shareholders' meeting on first call. The scrutineers stated that this percentage was determined without considering the shares that are currently in the Company's treasury, which, in accordance with the provisions of Article 56 of the Securities Market Law, do not have corporate or economic rights and therefore are not counted for the quorum of this ordinary general meeting.

 

For the purposes of Article 49, Section III of the Securities Market Law, the secretary hereby informs that the shareholders' representatives in this meeting prove their identity through the power of attorney forms issued for this purpose by the Company and made available to them since the date of publication of the respective call or through powers of attorney issued in accordance with common legislation.

 

Having reviewed the scrutineers' report, the chairman declared this ordinary general shareholders' meeting legally convened and welcomed the attendees.

 

Afterwards, the chairman read the agenda published for this shareholders' meeting in the terms as follows:

 

AGENDA

 

I. Presentation, and in its case, approval of the 2024 annual report by the CEO.

II. Presentation, and in its case, approval, of the 2024 annual report by the Board of Directors.

 

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III. Presentation, and in its case, approval, of the 2024 annual reports of the Audit, Corporate Practices, Investment, Ethics, Debt and Equity, Environmental, Social and Corporate Governance Committees.

IV. Report on the compliance of tax obligations of the Company and its subsidiaries, during 2024.

V. Presentation, discussion and in its case, approval, of the audited and consolidated financial statements of the Company and its subsidiaries, prepared for the fiscal year 2024, including the report from the external auditor for the Company.

VI. Porposal, and in its case, approval of the decree and payment of a cash dividend, delegation of authority to the Board of Directors.

VII. Presentation, and in its case, approval of the share repurchase program during the fiscal year 2024.

VIII. Proposal, and in its case, approval of the 2025 share repurchase program, of the amount that may be used in a revolving manner and delegations of authority to the board of directos for its execution.

IX. Appointment, or in its case, ratification of the members of the Board of Directors, and and of the presidents of the Audit and Corporate Practices Committees and compensations during 2025.

X. Appointment of special delegates.

 

 

Afterwards, the items on the agenda were discussed as set forth below.

 

I. Presentation, and in its case, approval of the 2024 annual report by the CEO.

 

 

 

In attending the first point on the agenda, Mr. Lorenzo Dominique Berho Carranza, in his capacity as general director of the Company, read the report that in terms of article 44 section XI of the Securities Market Law and article 172 of the General Company´s Law presents in relation to the fiscal year ended on December 31, 2024. A copy of said document is added to the file of this minute as Annex "3".

 

After the reading by the general director, the secretary of the Board of Directors commented that this report was presented to the board of directors on February 18th,  2025 and that said corporate body issued a favorable opinion, without qualifications or exceptions.

 

After deliberating on this matter, the shareholders of the Company, by the favorable vote of 89.02% (eighty-nine point cero two percent) of the shares represented at this meeting, which is equivalent to 51.31% (fifty-one point thirty-one percent) of the total shares representing the capital stock of the Company subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTIONS

 

FIRST. The annual report presented by the General Director of the Company for the fiscal year ending on December 31ST, 2024 is approved in all its parts, in terms of the document atached to the file of these minutes as Annex "3".

 

SECOND. The opinion issued by the Board of Directors regarding the report presented here by the Director General is approved.

 

II.       Presentation, and in its case, approval, of the 2024 annual report by the Board of Directors.

 

 

 

In attending the second point on the agenda, the president read the annual report that, in terms of article 28, section IV, section e), of the Securities Market Law and article 172, section b), of the General Companies Law presents the Board of Directors in relation to the fiscal year ended December 31, 2024. A copy of said document is attached to the file of these minutes as Annex "4".

 

After deliberating on this matter, the shareholders of the Company, by the favorable vote of 89.03% (eighty-nine point cero three percent) of the shares represented at this meeting, which is equivalent to 51.31% (fifty-one point thirty-one percent) of the total shares representing the share capital of the Company subscribed, paid and with the right to vote at this meeting, adopted the following:

 

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RESOLUTION

 

ONLY. The annual report presented by the Board of Directors of the Company for the fiscal year that ended on December 31, 2024 is approved in all its parts, including without limitation, the opinion of the Board of Directors regarding the annual report presented by the Director General, in terms of the document attached to the file of this minutes as Annex "4".

 

III. Presentation, and in its case, approval, of the 2024 annual reports of the Audit, Corporate Practices, Investment, Ethics, Debt and Equity, Environmental, Social and Corporate Governance Committees

 

 

 

In attending to the third point on the agenda, the secretary submitted for the consideration of the Company's shareholders: (1) the report that, in terms of article 43, section II, of the Securities Market Law, is presented by the audit of the Company, (2) the report that in terms of article 43, section I, of the Securities Market Law, is presented by the corporate practices committee of the Company, (3) the activity report of the investment committee, (4) the activities report of the ethics committee, (5) the activities report of the environmental, social and corporate governance committee, and (6) the activities report of the debt and equity committee, all of them issued by the fiscal year ended December 31, 2024. Copies of all said reports are attached to the file of these minutes as Annex "5".

 

After deliberating on this matter, the shareholders of the Company, by the favorable vote of 94.96% (ninety-four point ninety-six percent) of the shares represented at this meeting, which is equivalent to 54.73% (eighty-one point forty-one percent) cent) of the total shares representing the Company's share capital subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTIONS

 

FIRST. The report presented by the Company's audit committee for the fiscal year that ended on December 31, 2024 is approved in all its parts, in the terms of the document attached to the file of these minutes as part of Annex "5

 

SECOND. The report presented by the corporate practices committee of the Company for the fiscal year that ended on December 31, 2024, is approved in all its parts, in the terms of the document attached to the file of these minutes as part of the Annex " 5".

 

THIRD. The activity report of the investment committee prepared for the fiscal year that ended on December 31, 2024 is approved, in the terms of the document attached to the file of these minutes as part of Annex "5".

 

FOURTH. The activity report of the ethics committee prepared for the fiscal year  ended on December 31, 2024 is approved, in the terms of the document attached to the file of these minutes as part of Annex "5".

 

FIFTH. The activity report of the environmental, social and corporate governance committee prepared for the fiscal year ended on December 31, 2024 is approved, in the terms of the document attached to the file of these minutes as part of Annex "5" .

 

SIXTH. The report on activities of the debt and equity committee prepared for the fiscal year ended on December 31, 2024 is approved, in the terms of the document attached to the file of these minutes as part of Annex "5".

 

IV.       Report on the compliance of tax obligations of the Company and its subsidiaries, during 2024.

 

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In attending to the fourth point on the agenda, Mr. Juan Felipe Sottil Achutegui, in his capacity as CFO of the Company, reported to the shareholders that the Company and its subsidiaries have fully complied with their respective tax obligations in the established terms. by the applicable legislation, which is reported in compliance with the provisions of article 76, section XIX, of the Income Tax Law. A copy of his report is attached to the record of this minutes as Exhibit "6".

 

After deliberating on this matter, the shareholders of the Company, by the favorable vote of 94.97% (ninety-four point ninety-seven percent) of the shares represented at this meeting, which is equivalent to 54.74% (fifty-four point seventy-four percent) cent) of the total shares representing the Company's share capital subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTION

 

ONLY. The report presented by Mr. Juan Felipe Sottil Achutegui, in his capacity as CFO of the Company, is approved regarding compliance with the tax obligations of the Company and its subsidiaries during the fiscal year ended on December 31, 2024. , in terms of the report attached to the file of this record as Annex "6".

 

V.       Presentation, and in its case, approval, of the audited and consolidated financial statements of the Company and its subsidiaries, prepared for the fiscal year 2023, including the report from the external auditor for the Company.

 

 

 

In attending to the fifth point on the agenda, Mr. Juan Felipe Sottil Achutegui submitted for the consideration of the Company's shareholders, the audited and consolidated financial statements of the Company and its subsidiaries, prepared for the fiscal year ended on December 31, 2024, which include a balance sheet, an income statement, a statement of changes in the financial position of the Company, a statement of changes in equity, the complementary notes and the report and opinion of the Company's external auditor, which Mr. Juan Felipe Sottil Achutegui noted does not contain qualifications or exceptions. A copy of said documents is added to the file of this record as Annex "7".

 

Likewise, Mr. Juan Felipe Sottil Achutegui commented that these financial statements were reviewed by the Company's Audit Committee in its session held on February 14, 2025 and that said committee recommended their approval.

 

After deliberating on this matter, the shareholders of the Company, by the favorable vote of 90.36% (ninety point thirty-six percent) of the shares represented at this meeting, which is equivalent to 52.08% (fifty-two point zero eight percent ) of the total shares representing the Company's share capital subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTIONS

 

FIRST. Considering the recommendations of the Audit Committee, the consolidated and audited financial statements of the Company and its subsidiaries are approved in all their parts, which include the balance sheet, the income statement, the statement of changes in financial position, the statement of changes in  equity, the complementary notes and the report and opinion issued by the Company's external auditor; all of the above for the fiscal year that ended on December 31, 2024, in terms of the documents attached to the file of this Minutes as Annex "7".

 

SECOND. Based on the provisions of article 20 of the General Corporate Law, it is resolved to separate the amounts corresponding to the legal reserve.

 

THIRD. It is resolved that the result of the 2024 fiscal year will be applied to the Company's income statement.

 

VI. Presentation, and in its case, approval of the decree and payment of a cash dividend, delegation of authority to the Board of Directors

 

 

 

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In attending to the sixth point on the agenda, Mr. Juan Felipe Sottil Achutegui, in his capacity as CFO of the Company, informed the shareholders that the board of directors of the Company, in its last session, determined to recommend to the shareholders of the Company, the payment of a cash dividend for the total amount of US$69,537,973.00 (sixty-nine million five hundred and thirty-seven thousand nine hundred and seventy-three dollars 00/100), legal currency of the United States of America, payable in pesos, national currency, at the exchange rate published by the Bank of Mexico in the Official Gazette of the Federation on the business day prior to each payment date. This amount results from the application of the Company's current dividend policy.

 

Mr. Juan Felipe Sottil Achutegui also commented that the board of directors of the Company recommended to this meeting that, in the same way as in previous years, it be approved that the payment of the aforementioned dividend be made in 4 (four) equal installments, each for the total amount of US$17,384,493.20  (seventeen million three hundred and eighty-four thousand four hundred and ninety-three dollars 20/100) legal currency of the United States of America.

 

After deliberating on this matter, the shareholders of the Company, by the favorable vote of 89.02% (eighty-nine point zero three percent) of the shares represented at this meeting, which is equivalent to 51.31% (fifty-one point thirty-one percent) cent) of the total shares representing the share capital of the Company subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTIONS

 

FIRST. The payment of a cash dividend is decreed in the amount of US$69,537,973.00 (sixty-nine million five hundred and thirty-seven thousand nine hundred and seventy-three dollars 00/100 legal currency of the United States of America, payable in pesos, national currency, at the exchange rate published by the Bank of Mexico in the Official Gazette of the Federation on the business day prior to each payment date, coming from the Company's retained earnings account.

 

SECOND. It is resolved that the declared dividend will be paid to the shareholders in 4 (four) equal installments, each one for the amount of US$17,384,493.20  (seventeen million three hundred and eighty-four thousand four hundred and ninety-three dollars 20/100) legal currency of the States United States of America, payable in pesos, national currency, at the exchange rate published by the Bank of Mexico in the Official Gazette of the Federation on the business day prior to each payment date, with the first payment date being April 15 2025, the second on July 15, 2025, the third on October 15, 2025 and the last on January 19, 2026, through the S.D. Indeval Institutción para el Depósito de Valores, S.A. de C.V., since all the shares representing the capital stock are deposited in said institution.

 

THIRD. It is resolved that the aforementioned dividend will be paid to the shareholders of the Company in the amounts and on the dates described in the second resolution above, in proportion to their shareholding, dividing the total amount of each said payment by the number of shares in circulation and with the right to receive said dividend on the date of the respective cut-off carried out by the S.D. Indeval Institutción para el Depósito de Valores, S.A. de C.V.,  with the understanding that the shares that are held in treasury on that date will not be considered for the purposes of calculating the dividend decreed here.

 

FOURTH. The proprietary secretary or the alternate secretary of the Board of Directors of the Company are instructed to publish the necessary notices in the media required and make the corresponding arrangements with the authorities and institutions involved, including, without limitation, the National Commission. Banking and Securities, the Bolsa Mexicana de Valores, S.A.B. de C.V., the New York Stock Exchange and the S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., in order to comply with the provisions of the resolutions adopted in this point of the agenda, said procedures include, but are not limited to, the presentation of reports, reports, notices, notifications, certifications, writings and any other documents that are necessary.

 

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VII.       Presentation, and in its case, approval of the share repurchase program during the fiscal year 2024.

 

 

 

In attending  to the seventh point on the agenda, Mr. Juan Felipe Sottil Achutegui submitted for the consideration of the shareholders, a report regarding the exercise of the Company's share repurchase program approved by this shareholders' meeting, during the fiscal year 2024. A copy of said report is attached to the file of this minute as Annex “8”.

 

After deliberating on this item, the shareholders of the Company, by the favorable vote of 94.96% (ninety-four point ninety-six percent) of the shares represented at this meeting, which is equivalent to 54.73% (fifty-four point seventy-three percent) of the total shares representing the capital stock of the Company subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTION

 

ONLY. The report presented by Mr. Juan Felipe Sottil Achutegui in relation to the exercise of the Company's share repurchase program during the fiscal year 2024 is approved, in terms of the report attached to the file of these minutes as Annex 8.

 

VIII.       Presentation, and in its case, approval of the 2025 share repurchase program, of the amount that may be used in a revolving manner to such purposes and its execution.

 

 

 

In attending to the eighth item on the agenda, Mr. Juan Felipe Sottil Achutegui commented that the board of directors recommends to the Company's shareholders: (i) ratify the Company's share repurchase program, and (ii) authorize that the balance of the share repurchase program of fiscal year 2024, is applied together with the amounts that are necessary for the Company's own share buyback reserve available during the 2025 financial year to reach the total amount of US$150,000,000.00 (one hundred and fifty million dollars 00/100) legal currency of the United States of America.

 

Mr. Juan Felipe Sottil Achutegui confirmed to the shareholders that said amount does not exceed the total balance of the Company's net profits, including those retained from previous years.

 

After deliberating on this item, the shareholders of the Company, by the favorable vote of 91.69% (ninety-one point sixty-nine percent) of the shares represented at this meeting, which is equivalent to 52.85% (fifty-two point eighty-five percent) cent) of the total shares representing the Company's share capital subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTIONS

 

FIRST. It is resolved that the reserve for the repurchase of shares that may be used in a revolving manner during fiscal year 2025, will be equal to the total amount of US$150,000,000.00 (one hundred and fifty million dollars 00/100) legal currency of the United States of America, or its equivalent in Pesos, National Currency, amount that includes the unused balance of the 2024 financial year and that will be used for the Company to acquire through the Bolsa Mexicana de Valores, S.A.B. of C.V. and/or any other authorized stock exchange shares representing its share capital.

 

SECOND. It is stated that this amount does not exceed the sum of the total balance of the Company's net profits, including those retained from previous years.

 

THIRD. In terms of article 56 of the Securities Market Law, it is resolved that as long as the shares acquired under the buyback program are property of the Company, as well as any other shares that the Company maintains in treasury, they may not be represented or voted at the Company's shareholder meetings, nor may social or economic rights be exercised with respect to them, but they may be placed on the market by the Company, when deemed appropriate.

 

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FOURTH. Any repurchase of own shares that the Company carries out under the program authorized herein must be done through stock brokers duly authorized for this purpose and through stock brokerage contracts or similar non-discretionary contracts.

 

FIFTH. It is agreed that until the Company's Board of Directors deems it necessary, the Company's own share buyback program will continue to operate in accordance with the latest rules and provisions issued by the Company's Board of Directors in this regard.

 

SIXTH. The secretary of the Board of Directors is authorized to carry out the necessary communications to the Bolsa Mexicana de Valores, S.A.B. de C.V., to the National Banking and Securities Commission and to any other person, organization and authority that may be required, regarding the share repurchase program authorized herein.

 

SEVENTH. It is resolved that in every ordinary general meeting of shareholders of the Company that is held while the reserve for the repurchase of own shares is in force, the administration must present a report on the exercise of said program, in addition to the fact that the board of directors must be informed about it at each ordinary meeting held.

 

IX. Appointment, or in its case, ratification of the members of the Board of Directors, and of the presidents of the Audit and Corporate Practices Committees, and compensation for 2025

 

 

 

In attending to the ninth item on the agenda, the secretary informed the shareholders of the Company regarding the recommendations made by the corporate practices committee of the Company, acting as the nominations committee in relation to the integration of the Board of Directors of the Company and on the appointment of the presidents of the audit and corporate practices committees for the fiscal year ending December 31, 2025.

 

Likewise, the secretary reminded the shareholders that the profiles of each of the members proposed to join the board of directors and committees of the Company during fiscal year 2025,  were at their disposal from the date of publication of the call for this meeting and a copy is attached to the file of this record as Annex “9”.

 

Finally, the secretary stated that all the members proposed to integrate the Board of Directors and committees of the Company have expressed their acceptance regarding said appointments, subject of course, to the condition that this shareholders´s metting approves their respective appointments.

 

After deliberating on this item, the shareholders of the Company, by the favorable vote of 93.44% (ninety-three point forty-four percent) of the shares represented at this meeting, which is equivalent to 53.86% (fifty-three point eighty-six two percent) of the total shares representing the Company's share capital subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTIONS

 

FIRST. It is ratified the appointment of Lorenzo Manuel Berho Corona, Lorenzo Dominique Berho Carranza, Manuela Molina Peralta, Jorge Alberto de Jesús Delgado Herrera, Douglas M. Arthur, Stephen B. Williams, José Manuel Domínguez Díaz Ceballos, José Guillermo Zozaya Délano, Craig Wieland, Enrique Carlos Lorente Ludlow, Daniela Berho Carranza, Elías Laniado Laborín, Luis Javier Solloa Hernández, Viviana Belaunzarán Barrera, Loreanne Helena García Ottati, José Antonio Pujals Fuentes, Oscar Francisco Cázares Elías, Rocío Ruíz Chávez, Luis de la Calle Pardo and Francisco Javier Mancera de Arrigunaga, in order to continue as members of the board of directors of the Company during the fiscal year that will end on December 31, 2024 and until the next ordinary general meeting of shareholders ratifies them or appoints their respective successors, having the status of owners or alternates , as indicated below.

 

SECOND. Mr. Lorenzo Manuel Berho Corona is ratified as executive president of the board of directors of the Company for the fiscal year ended on December 31, 2025

 

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and until the general meeting of shareholders ratifies him or appoints his successor.

 

THIRD. Mr. Alejandro Pucheu Romero is ratified as secretary of the Board of Directors and Ms. Jimena María García-Cuéllar Céspedes as alternate secretary, without any of them being a member of said body, to the fiscal year ended on December 31, 2025.

 

FOURTH. It is confirmed that none of the members of the board of directors, the owner secretary or the substitute secretary, will have the obligation to guarantee the liability that they may incur in the performance of their positions.

 

FIFTH. Mr. Francisco Javier Mancera de Arrigunaga is ratified as president of the corporate practices committee of the Company, to continue in his position during the fiscal year 2025 and until the next general shareholders meeting ratifies him or appoints his successor.

 

SIXTH. Mr. Luis Javier Solloa Hernández is ratified as president of the Company's audit committee, to continue in his position during the fiscal year  2025 and until the next general shareholders  meeting ratifies him or appoints his successor.

 

SEVENTH. The appointment of the other members of the audit and corporate practices committees is noted; as well as the appointments of the presidents and members of the investment, ethics, debt and equity, and environmental, social and corporate governance committees, in terms of what was approved by the Company's board of directors.

 

EIGHT. It is resolved that the cash compensation that the members of the Board of Directors of the Company will receive for their actions as such and for their participation in the committees of the Company during the fiscal year ending on December 31, 2025, will be as go on:

 

Social Body Compensation per Session
Board of Directors US$4,180.00
Presidents of the Committees US$4,400.00
Members of the Committees US$3,300.00

1.   All members of the Board of Directors have the right to receive compensation for their participation in both, the board of directors and the committees of the Company.

2.   Income tax that will be withheld by the Company will be added to the compensation.

3.   Compensations can be paid in Pesos at the exchange rate published by the Bank of Mexico as applicable on the payment date.

4.   Compensations will only be paid in respect of sessions in which the member in question is actually present.

5.   In the event that the proprietary and alternate attend, only the proprietary member has the right to compensation, unless the board itself or the executive president determines that the presence of the alternate is necessary for the development of any topic.

6.   Company employees who participate in the Board of Directors and/or committees will not have the right to receive compensation.

7.   The executive president of the Board of Directors will only receive the compensation established by the Board of Directors for his position.

 

NINETH. It is resolved that the members of the Board of Directors of the Company for their actions as such and for their participation in the committees of the Company during the fiscal year ending on December 31, 2025, will receive, no later than December 31, 2025, a compensation in shares of the Company, equal to the amount that each person has received as cash compensation during fiscal year 2025 in accordance with the provisions of the eighth resolution above.

 

TENTH. To determine the number of shares, the value of the share on the date of delivery of said shares will be taken into account.

 

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ELEVENTH. The shares received by the directors in accordance with the provisions herein will be subject to a lock-up period, that is, they may not be sold by the directors for a period of 6 (six) months from the date on which they were granted.

 

TWELVETH. The other resolutions adopted by the ordinary general meeting of March 21ST, 2024 in relation to the compensation of the members of the board of directors and the committees of the Company will continue to be applicable during the 2025 fiscal year.

 

 

 

The shareholders state that:

 

a) The Board of Directors of the Company in office during the fiscal year 2025, and until the next general shareholders meeting ratifies them or appoints their respective successors, is composed as follows:

 

Proprietary Character Alternate Character Position
Lorenzo Manuel Berho Corona Patrimonial Lorenzo Dominique Berho Carranza Patrimonial President
Manuela Molina Peralta Independent Jorge Alberto de Jesús Delgado Herrera Independent Member
José Manuel Domínguez Díaz Ceballos Independent José Guillermo Zozaya Délano Independent Member
Craig Wieland Independent Enrique Carlos Lorente Ludlow Independent Member
Daniela Berho Carranza Patrimonial Elías Laniado Laborín Patrimonial Member
Luis Javier Solloa Hernández Independent Viviana Belaunzarán Barrera Independent Member
Loreanne Helena García Ottati Independent José Antonio Pujals Fuentes Independent Member
Oscar Francisco Cázares Elias Independent Rocío Ruiz Chávez Independent Member
Douglas M. Arthur Independent Stephen B. Williams Independent Member
Luis de la Calle Pardo Independent Francisco Javier Mancera de Arrigunaga Independent Member

 

b) The members Manuela Molina Peralta, Jorge Alberto de Jesús Delgado Herrera, José Manuel Domínguez Díaz Ceballos, José Guillermo Zozaya Délano, Craig Wieland, Enrique Carlos Lorente Ludlow, Luis Javier Solloa Hernández, Viviana Belaunzarán Barrera, Loreanne Helena García Ottati, José Antonio Pujals Fuentes, Oscar Francisco Cázares Elias, Rocío Ruiz Chávez, Douglas M. Arthur, Stephen B. Williams, Luis de la Calle Pardo and Francisco Javier Mancera de Arrigunaga, are classified as independent directors, as they do not meet any of the characteristics established in article 26 of the Securities Market Law for not being so. The foregoing, subject to the National Banking and Securities Commission not objecting to his appointment, in terms of the provisions of the last paragraph of said article 26.

 

c) c) The Company's audit committee in office during fiscal year 2025 is formed as follows:

 

Audit Committee
Luis Javier Solloa Hernández President
Manuela Molina Peralta Member
Viviana Belaunzarán Barrera Member

 

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José Manuel Domínguez Díaz Ceballos Member
Lorenzo Manuel Berho Corona Permanent Invitee

 

d) The corporate practices committee of the Company in office during the 2025 financial year is made up as follows:

 

Corporate Practices Committee
Francisco Javier Mancera de Arrigunaga President
José Guillermo Zozaya Délano Member
José Antonio Pujals Fuentes Member
Oscar Francisco Cázares Elias Member
Lorenzo Manuel Berho Corona Permanent Invitee

    

 

X.       Appointment of special delegates.

 

 

 

In attending to the tenth point on the agenda, the secretary submitted to the consideration of the shareholders the proposal to appoint the special delegates of this meeting.

 

After deliberating on this matter, the shareholders of the Company, by the favorable vote of 94.96% (ninety-four point ninety six percent) of the shares represented at this meeting, which is equivalent to 54.73% (eighty-seven point ninety percent) cent) of the total shares representing the Company's share capital subscribed, paid and with the right to vote at this meeting, adopted the following:

 

RESOLUTIONS

 

FIRST. Lorenzo Dominique Berho Carranza, Alejandro Pucheu Romero, Jimena María García-Cuéllar Céspedes and Claudia Alejandra Márquez Rueda are designated as special delegates of this meeting so that, acting jointly or separately, they may issue the certifications related to these minutes that are necessary or convenient.

 

SECOND. Lorenzo Dominique Berho Carranza, Alejandro Pucheu Romero, Jimena María García-Cuéllar Céspedes and Claudia Alejandra Márquez Rueda are designated as special delegates of this meeting so that, acting jointly or separately, they may go before the notary public of their choice and notarize these minutes, as well as so that in the same way, they proceed to manage their registration with the public registry of commerce of Mexico City and give the required notices.

 

 

There being no other matter to discuss, this ordinary general meeting was suspended to prepare these minutes, which once approved, are authorized by the president, the secretary and the scrutineers with their respective signatures.

 

This meeting was concluded at eleven hours and eighteen minutes on March 19, 2025.

 

 

 

  PRESIDENT     SECRETARY  
           
           
  Mr. Lorenzo Dominique Berho Carranza     Mr. Alejandro Pucheu Romero    

 

SCRUTINEERS

 

           
 

Ms. Claudia Alejandra Márquez Rueda

   

Ms. Jimena María García Cuellar Céspedes

 

 

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The file of this minutes contains: (1) copy of the call published in the newspaper "Reforma" and published in the electronic system of the Ministry of Economy, (2) the attendance list, copies of the power of attorney letters displayed, certifications issued by the S.D. Indeval Institución para el Depósito de Valores, S.A. of C.V. and participating custodians, exhibited by the shareholders and a copy of the list issued by the S.D. Indeval Indeval Institución para el Depósito de Valores, S.A. of C.V. dated March 11th, 2025, (3) copy of the annual report of the CEO, (4) copy of the annual report of the board of directors, (5) copy of the report of the corporate practices, audit, investment, ethics committees, debt and equity and environmental, social and corporate governance, (6) copy of the tax compliance report, (7) copy of the audited and consolidated financial statements of the Company and its subsidiaries and the report and opinion of the external auditor, (8) copy of the report on the exercise of the share repurchase program, (9) copy of the profile of each of the proposed members of the board of directors, (10) copies of the vote counts for each of the items on the agenda of this ordinary general meeting of shareholders, signed by the scrutineers.

 

**End of Text**

 

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EX-99.3 4 dp226625_ex9903.htm EXHIBIT 99.3

 

Exhibit 99.3

 

 

 

 

 

 

March 19, 2025

 

 

BOLSA MEXICANA DE VALORES, S.A.B. DE C.V.

COMISION NACIONAL BANCARIA Y DE VALORES

NEW YORK STOCK EXCHANGE

 

 

The undersigned, ALEJANDRO PUCHEU ROMERO, in my capacity as secretary of the company Corporación Inmobiliaria Vesta, S.A.B. of C.V. (the “Company”), I certify that the minutes of the Ordinary General Shareholders Meeting of the Company dated March 19TH, 2025, which is attached hereto in 12 (twelve) pages written only on the front, is a faithful and exact copy of its original.

 

 

I certify for the legal purposes that may apply.

 

Regards,

 

 

 

  /s/  
  Lic. Alejandro Pucheu Romero  
  Secretary of the Board of Directors  

 

 

 

 

 

EX-99.4 5 dp226625_ex9904.htm EXHIBIT 99.4

 

Exhibit 99.4

 

 

 

 

 

March 19, 2025

 

 

BOLSA MEXICANA DE VALORES, S.A.B. DE C.V.

COMISION NACIONAL BANCARIA Y DE VALORES

NEW YORK STOCK EXCHANGE

 

 

Dear Sirs:

 

The undersigned, ALEJANDRO PUCHEU ROMERO, in my capacity as secretary of the board of directors of CORPORACION INMOBILIARIA VESTA, S.A.B. DE C.V, (the "Company"), under oath of truth and in order to comply with the provisions of article 33 section I, subsection a) 4 of the General Provisions Applicable to Securities Issuers and other Participants in the Securities Market, I hereby certify with respect to the Company and its subsidiaries, means, the companies: (i) QVC, S. de R.L. of C.V.; (ii) QVCII, S. de R.L. of C.V.; (iii) Vesta Querétaro, S. de R.L. of C.V.; (iv) Vesta Bajío, S. de R.L. of C.V.; (v) Vesta Baja California, S. de R.L. of C.V.; (vi) Proyectos Aeroespaciales, S. de R.L. of C.V.; (vii) WTN Desarrollos Inmobiliarios de México, S. de R.L. of C.V. (viii) Vesta Management, S. de R.L. de C.V., (ix) Vesta DSP, S. de R.L. de C.V., (x) Ener Vesta, S. de R.L. de C.V., and (xi) Administration and Maintenance Services Vesta, S. de R.L. de C.V., (the "Subsidiaries"), which as of this date are up to date in their corporate books, including: (a) meeting minutes book, (b) share registry book, (c) board administration minute book (except in cases of subsidiaries managed by a sole director), and (d) social capital book.

 

 

Regards

 

 

 

  /s/  
  Lic. Alejandro Pucheu Romero  
  Secretary of the Board of Directors  

 

 

 

 

 

 

EX-99.5 6 dp226625_ex9905.htm EXHIBIT 99.5

 

Exhibit 99.5

 

 

 

 

Translation for Informational Purposes Only

 

ANNUAL REPORT OF THE BOARD OF DIRECTORS OF

CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.

 

Fiscal year 2024

 

Dear shareholders of Corporación Inmobiliaria Vesta, S.A.B. de C.V:

 

The undersigned, acting as executive chairman of the Board of Directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), in compliance with the provisions of article 28 section IV of the Securities Market Law and article 172 section b) of the General Corporations Law, hereby submit to your consideration the annual report of the board of directors corresponding to the fiscal year ended on December 31st, 2024.

 

During the fiscal year ended 2024, the board of directors was integrated as follows:

 

Member Character Substitute Character Title
Lorenzo Manuel Berho Corona Patrimonial Lorenzo Dominique Berho Carranza Patrimonial Chairman
Manuela Molina Peralta Independent Jorge Alberto de Jesús Delgado Herrera Independent Member
José Manuel Domínguez Díaz Ceballos Independent José Guillermo Zozaya Délano Independent Member
Craig Wieland Independent Enrique Carlos Lorente Ludlow Independent Member
Daniela Berho Carranza Patrimonial Elías Laniado Laborín Patrimonial Member
Luis Javier Solloa Hernández Independent Viviana Belaunzarán Barrera Independent Member
Loreanne Helena García Ottati Independent José Antonio Pujals Fuentes Independent Member
Oscar Francisco Cázares Elias Independent Rocío Ruíz Chávez Independent Member
Douglas M. Arthur Independent Stephen B. Williams Independent Member
Luis de la Calle Pardo Independent Francisco Javier Mancera de Arrigunaga Independent Member
Alejandro Pucheu Romero Not member Jimena García-Cuéllar Céspedes Not Member Secretary

 

1 

 


The performance of the Board of Directors during the fiscal year 2024 was according to the provisions in the Securities Market Law, General Corporations Law, General Provisions Applicable to Issuers of Securities and Other Participants in the Stock Market, the code of principles and best practices of corporate governance and other laws, regulations and rules applicable to the Company in the markets where its shares are being traded.

 

During fiscal year ended on December 31st, 2024, the board of directors met 4 (four) times; and therefore, submits this:

 

ANNUAL REPORT

 

I. Report of the Corporate Practices Committee

 

Attached hereto as Annex “1”, is the report of the corporate practices committee of the Company, issued pursuant to the provisions of article 43 section I of the Securities Market Law, with respect to the fiscal year ended on December 31st, 2024.

 

In this regard, the board of directors confirms that it has reviewed said report and agrees with the terms thereof; therefore, recommends its approval.

 

II. Report of the Audit Committee

 

Attached hereto as Annex “2” is the report of the audit committee of the Company, issued pursuant to the provisions of article 43 section II of the Securities Market Law, with respect to the fiscal year ended on December 31st, 2024.

 

In this regard, the board of directors of the Company confirms that it has reviewed said report and agrees with the terms thereof; therefore, recommends its approval.

 

III. Opinion on the Report by the Chief Executive Officer

 

Attached hereto as Annex “3”  is the report of the Chief Executive Officer of the Company, issued pursuant to the provisions of article 44 section XI of the Securities Market Law, and which includes a copy of the report of the external auditor of the Company regarding to the audited and consolidated financial statements of the Company and its subsidiaries prepared for the fiscal year ended on December 31st, 2024.

 

In connection with the report of the chief executive officer, after completing its review, this board of director is of the opinion that: (i) it complies with the provisions of the Securities Market Law, (ii) confirms the application of the internal controls related to information and records of the transactions of the Company and its subsidiaries, (iii) clearly expresses matters related to the business of the Company; and (iv) includes the financial information that the Company and its subsidiaries shall submit for the approval of the shareholders.

 

2 

 


Likewise, according to the report of the external auditor of the Company and the report of the chief executive officer, it is hereby concluded that: (1) the policies and criteria of information of the Company are adequate and sufficient, considering the particular circumstances of the Company,(2) said policies and criteria  have been consistently applied in the information submitted by the chief executive officer, and (3) the report presented by the chief executive officer reflects reasonably the financial situation and results of the Company and its subsidiaries for the fiscal year ended on December 31st, 2024.

 

Therefore, this board of directors issues a favorable opinion and recommends the approval of the annual report of the chief executive officer in the terms of the document attached herein.

 

IV. Report of the Investment Committee

 

Attached hereto as Annex “4” is the annual activity report of the investment committee of the Company for the fiscal year ended on December 31st, 2024.

 

In this regard, the board of directors of the Company has reviewed and approved said report, since it falls within its authority.

 

V. Report of the Ethics Committee

 

Attached hereto as Annex “5” is the annual activity report of the ethics committee of the Company for the fiscal year ended on December 31st, 2024.

 

In this regard, the board of directors of the Company has reviewed and approved said report, since it falls within its authority.

 

VI. Report of the Environmental, Social and Governance Committee

 

Attached hereto as Annex “6” is the annual activity report of the environmental and social responsibility committee of the Company for the fiscal year ended on December 31st, 2024.

 

In this regard, the board of directors of the Company has reviewed and approved said report, since it falls within its authority.

 

VII. Report of the Debt and Equity Committee

 

Attached hereto as Annex “7” is the annual activity report of the debt and equity committee of the Company for the fiscal year ended on December 31st, 2024.

 

In this regard, the board of directors of the Company has reviewed and approved said report, since it falls within its authority.

 

VIII. Principal Accounting and Administration Policies and Criteria

 

3 

 


For purposes of the provisions of section b) of Article 172 of the General Corporations Law, this board of directors confirms that the main accounting and administration policies and criteria are:

 

a) The audited and consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the International Financial Reporting Standards issued by the lnternational Accounting Rules Bureau (“IFRS”) and have also been audited pursuant to the standards of the Public Companies Accounting Oversight Board - PCAOB.

 

b) The consolidated financial statements of the Company and its subsidiaries have been prepared on a historical cost basis, except for the investment in real estate and financial instruments, which are measured according to their fair market value.

 

c) The financial statements of the Company consolidate the entities for which the Company has the power to impose financial and operating policies.

 

d) All intercompany transactions are eliminated once they are financially consolidated.

 

e) When making acquisitions, the assets and liabilities assumed are recognized based on their fair market values, except for deferred taxes or labor liabilities.

 

f) The dollar of the United States of America has been established as the functional currency of the Company and its subsidiaries. Notwithstanding the foregoing, the accounting records are kept in Pesos, national currency. The differences in monetary assets are recognized as profit or loss in the period in which they occur.

 

g) Labor responsibilities are registered as they occur.

 

h) The financial assets and liabilities are recognized at fair market value and when the Company or the subsidiaries are part of any agreement thereon.

 

i) Real estate properties of the Company and its subsidiaries are destined for lease. Investments in real estate are initially considered based on their cost and thereafter, based on their market value.

 

j) Leases with respect to the real estate properties of the Company and its subsidiaries are considered as operating leases, since the Company and its subsidiaries have all the benefits and risks of ownership of the property.

 

k) Rental income is recognized along the term of the respective lease.

 

l) Rental income tax is recognized within the annual results of the year when incurred; and

 

m) The deferred tax income is recognized only when there is a high probability of recovering.

 

4 

 


IX. Transactions in which the Board of Directors Participated.

 

During the fiscal year from January 1st to December 31st, 2024, the board of directors attended the ordinary matters related to the administration of the Company and adopted specific resolutions in connection with the following topics.

 

§ Approved an investment of up to US$37.07 million dollars for the development of a building in Nuevo León.

§ Approved an investment of up to US$38.7 million dollars to acquire land in Ciudad Juárez.

§ Adopted resolutions in connection with the hiring of a global sustainable line of credit of up to US$550 million dollars.

 

Mexico City, February 18th, 2024

/s/

Mr. Lorenzo Manuel Berho Corona

Executive Chairman of the Board of Directors of

Corporación Inmobiliaria Vesta, S.A.B. de C.V.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5 

 

EX-99.6 7 dp226625_ex9906.htm EXHIBIT 99.6

 

Exhibit 99.6

 

 

 

 

TRANSLATION FOR INFORMATIONAL PURPOSES

 

CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.

ANNUAL REPORT OF THE AUDIT COMMITTEE

Fiscal Year of 2024

 

Dear shareholders and members of the board of directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V:

 

The undersigned in my character of chairman of the audit committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), in compliance to the provisions of article 43 of the Securities Market Law, I hereby submit to your consideration the annual report of the audit committee during the fiscal year ended on December 31st, 2024.

 

During the fiscal year of 2024, the audit committee was integrated as follows:

 

Member Title Character
Luis Javier Solloa Hernández President Independent Member
Viviana Belaunzarán Barrera Member Independent Member
Manuela Molina Peralta Member Independent Member
José Manuel Domínguez Díaz Ceballos Member Independent Member
Lorenzo Manuel Berho Corona Permanent Invitee Executive Chairman of the Board

 

The work of the audit committee during the fiscal year of 2024 was performed according to the provisions of the Securities Market Law, the General Provisions Applicable to Issuers and other Participants in the Securities Market, the code of principles and best practices of corporate governance as well as other laws, regulations and rules applicable in the markets where the shares of the Company are traded.

 

During the fiscal year ending on December 31st, 2024, the audit committee met 5 times on: (i) February 19th, (ii) April 15th, (iii) April 22nd, (iv) July 22nd and (v) October 22nd.

 

The relevant matters on which this audit committee issued an authorization, opinion and/or recommendation to the Board of Directors of the Company were the following:

 

I. The committee reviewed the audited and consolidated financial statements of the Company and its subsidiaries prepared by the external auditor for the fiscal year ended on December 31st, 2024. It is important to point out, that such external auditors issued a clean opinion with respect to said financial statements. Based on the foregoing, the committee recommended the board of directors approve said financial statements, for them to be thereafter submitted for definitive approval by the shareholders.

 

1 

 


All financial information mentioned before, was prepared based on the International Financial Reporting Standards, in compliance with the regulations issued by the National Banking and Securities Commission, as well as, according to the standards of the Public Company Accounting Oversight Board – PCAOB.

 

II. The audit committee confirmed compliance by Corporación Inmobiliaria Vesta, S.A.B. de C.V. and each of its subsidiaries of their respective tax obligations either as direct payee or as receiver.

 

III. Authorized the audit of the financial statements of the Company and its subsidiaries pursuant to the standards of the Public Company Accounting Oversight Board – PCAOB.

 

IV. Evaluation of the external audit plan and the services proposal to engage Galaz, Yamazaki, Ruiz Urquiza, S.C. member of Deloitte Touche (Tomatsu Limited), as external auditor of the Company and its subsidiaries for the fiscal year of 2024 and the first 2 quarters of 2025.

 

V. Evaluation, determination and authorization of the additional services to the audit of the basic financial statements of the Company, required from Galaz, Yamazaki, Ruiz Urquiza, S.C. member of Deloitte Touche (Tomatsu Limited) during the fiscal year of 2024 and the first 2 quarters of 2025, as well as the maximum amount payable therefor.

 

VI. Confirmed compliance of the independence requirements of the auditing firm and of the auditing team, pursuant to the applicable regulations.

 

VII. Analysis and follow-up of the operating budget of the Company for the fiscal year 2024.

 

VIII. Review of the quarterly reports issued by the internal auditor of the Company, according to the annual internal audit working plan, review and follow up to its findings, by setting forth action and follow up plans.

 

IX. Monitored the resolutions adopted by the shareholders and by the board of directors of the Company; and

 

X. Monitored the work of the external auditors in connection with the compliance of the regulations applicable to the Company considering the markets where its shares are being traded.

 

Likewise, the audit committee has always had, direct access and free communication with the external and internal auditors of the Company, when deemed necessary and without intervention or presence of the management.

 

Company’s Internal Control

 

2 

 


The Company and its subsidiaries, have policies and procedures for internal control, designed to ensure the correct recordation and report of transactions according to the information standards adopted by the Company, which are the “International Financial Reporting Standards”, issued by the International Accounting Standards Bureau.

 

During 2024 the Company conducted a project of identification and implementation of risks and controls throughout the organization. Such project was aligned with the internationally accepted standards, such as COSO (Committe Of Sponsoring Organizations) as well as Sarbanes – Oxley, more specifically Section 404, which intends to give reasonable confidence on the generation of financial information, also known as Internal Control over Financial Reporting (ICFR).

 

Due to the foregoing, and according to the evaluation performed to the information issued by the administration, the internal audit reports, the audited financial statements and other documents received and analyzed, this committee concluded that the internal control system of Corporación Inmobiliaria Vesta, S.A.B. de C.V. is in a stage of definitive consolidation.

 

The Company has an internal auditing area, which verifies the application of said internal control policies and procedures, according to a duly approved internal auditing plan.

 

Preventive and Corrective Measures

 

During the fiscal year of 2024, the management developed and applied corrective and preventive actions with respect to the findings of the internal auditor of the Company, to establish adequate controls or corrections to improve processes.

 

To improve the internal control of the organization, the internal audit evaluated the recently implemented internal controls of the organization. The progress and results of the internal audit tests were reported to the audit committee, who instructed the management to set up remediation plans for the deficiencies.

 

Evaluation of the External Auditor

 

The external auditor of the Company during the fiscal year ended on December 31st, 2024 was Galaz, Yamasaki, Ruiz Urquiza, S.C. (member of Deloitte Touche Tomatsu Limited) acting through its auditing partners Mr. Alejandro Pérez Contreras and Mr. Alexis Hernández Almanza, whose offices are located at Paseo de la Reforma 489, Piso 6, Colonia Cuauhtémoc, Ciudad de Mexico, C.P. 06500.

 

As of the date hereof, the performance of the appointed external auditor has been acceptable and according to what was expected from, and agreed with said external auditor; therefore, the audit committee expressed no objection to the performance of the external auditor during the fiscal year ended on December 31st, 2024. It is worth to mentioned that within the interviews and audit committee sessions with the external auditors, the committee confirmed the requirements of independence and rotation of the supervising personnel of the external auditor, in terms of the provisions of applicable law.

 

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Additional Services by the External Auditor

 

During the fiscal year ended on December 31st 2024, the external auditor provided services related to the study of the long term incentive plan for 2024, the transfer pricing studies for 2024, review of the investment properties appraisals prepared by external appraisers engaged by the Company, which were provided under the previously agreed terms and conditions, and in accordance to the services that the board of directors determined when approving the engagement of the external auditor.

 

All services provided by other advisors of the Company were hired in the ordinary course of business, and under market terms and conditions.

 

Modifications to the Accounting Policies.

 

During the fiscal year ended on December 31st, 2024, this committee performed periodical reviews to the quarterly and annual consolidated financial statements of the Company and its subsidiaries and confirmed that there was no modification to the accounting policies followed by the Company.

 

The “International Financial Reporting Standards” IFRS issued by the International Accounting Standards Bureau; have been consistently applied by the Company and its subsidiaries in the preparation of their internal and audited financial statements.

 

Complaints

 

During the fiscal year subject matter hereof, the audit committee did not receive any comment or complaint from shareholders, board members, relevant directors, employees or third parties in connection with the internal controls of the Company or any related matters, nor any accusations regarding any irregularity or transactions with related parties, other than those that the Company normally carries out with its subsidiaries, which were duly reviewed by the external auditor.

 

Differences with Management

 

As of the date hereof, there has been no difference of opinion between the audit committee and the relevant officers of the Company or with the internal and external auditors.

 

With respect to the annual report of the CEO to be submitted to the shareholders of Corporación Inmobiliaria Vesta, S.A.B. de C.V. and that was previously distributed among the corporate instances of the Company, it is important to note that it clearly summarizes what occurred during the fiscal year of 2024. Due to the foregoing, this committee considers that the report to be submitted by the CEO truly and sufficiently reflects the operations and results of the Company.

 

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Mexico City, February 14th, 2025

/s/

Luis Javier Solloa Hernández

Chairman of the Audit Committee

 

 

 

 

 

 

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EX-99.7 8 dp226625_ex9907.htm EXHIBIT 99.7

 

Exhibit 99.7

 

 

 

 

Translation for Informational Purposes

ANNUAL REPORT OF THE CHIEF EXECUTIVE OFFICER (“CEO”) OF

CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.

 

Fiscal Year 2024

 

2024 was marked by geopolitical instability, armed conflicts, and significant elections, which have created an ongoing sense of uncertainty as we enter 2025. Trump’s new policies—especially on trade and tariffs—add further volatility, particularly for Mexico. The prospect of these disruptions has heightened anxiety about the impact on global trade, with its consequences on Mexico’s economy and foreign investment.

 

Despite these challenges, the country's long-term economic prospects remain strong, supported by its strategic location near the U.S., a favorable demographic profile, and its growing role in nearshoring and supply chains. As we head into 2025, the Company is focused on navigating the market shifts and positioning for sustained growth. With a solid financial base and clear strategic priorities, including the implementation of our 2030 Route plan, we are committed to adapting to changing conditions and driving commercial success in the years ahead.

 

· 2024 was a year of robust leasing activity, reaching 7.7 million sf, with new leases accounting for 3.5 million sf, almost 80% executed with existing clients of the Company dedicated to e-commerce, as well as light manufacturing for North America supply chain. Renewals reached 4.2 million sf. It is worth to mention that the company has always prioritized the quality of the leases, both in terms of clients and currency. Our focus in dollar denominated leases resulted in 89% of our 2024 revenues were dollars, which is a competitive advantage and a non-negotiable stabilizing factor that the Company will never change.

 

· Market dynamics in the second half of 2024 reflected a growing demand in the Bajío Region with a deacceleration in Tijuana and Juarez as expected due to the current uncertainty. However, the leasing activity for the fourth quarter remained strong, reaching 1.6 million sf, of which 0.7 million square feet were through new leases with multinational clients. We saw 0.8 million SF in renewals with an 8.4% increase of 12 months in the rent prices, and a weighted average term of 4 years.

 

· The Company acquired 36.3 acres of land in Guadalajara, adjacent to our current Vesta Park Guadalajara. This strategic acquisition will allow the Company to build around 700,000 sf GLA. We acquired, as well, new strategic land in Tijuana, Baja California, comprised of 35.7 hectares of landbank directly adjacent to the Company´s existing Vesta Park Mega Region. The new park will ultimately total 1.0 million square feet with six LEED certified world-class buildings aligned with the highest global sustainability standards. We also sold a non-strategic land in the Bajio during the quarter for US$780,000, aligned with Vesta’s opportunistic asset recycling strategy.

 

 


· In 2024 the Company delivered almost 3.0 million square feet in new buildings, and began construction on 2.6 million square feet, at a 11.0% weighted average yield on cost. Our investment process is disciplined and based on twenty-five years of experience in the market, strategically allocating capital to the markets that matter most. We ended the fourth quarter with a total development pipeline of 3.1 million sf at an expected investment of US$ 267.1 million and an average cap rate of 9.8%.

 

· During the fourth quarter the Company successfully closed a US$ 545 million Global Syndicated Sustainable Credit Facility comprised by a US$ 345 million term loan, with an 18-month availability period, and a US$ 200 million revolving credit facility replacing the existing revolving credit line.

 

· The Company’s share repurchase program for 2024 reached US$ 42.3 million or 16.5 million shares, approximately 2% of total shares in circulation. The Company’s strategy remains focused on consistently allocating capital to ensure the most significant shareholder return.

 

· During Vesta Day, we unveiled our new strategic plan, Route 2030, which outlines the next phase of growth through two key value-creation avenues: our current portfolio encompassing 42.5 million sf, and a development program spanning 20.5 million sf. By 2030, this will total 63 million sf, with an estimated value of US$ 6.8 billion.

 

· In 2024, the Company launched its ESG Strategy aligned with Vesta’s Route 2030. The new strategy has 4 pillars, such as: Governance and Integrity, Social, Environmental and Sustainable Business. The Company was also included within the S&P/BMV Total ESG Mexico Index in 2024, for the fifth consecutive year, and was included within the S&P Global Sustainability Yearbook for the third consecutive year. Further, the Company remains on track to achieve its targets related to the sustainability-linked bond issued at the beginning of 2021, having ended 2024 with eleven new LEED certified buildings and 20 buildings with Edge Certification. The Company is among the leading companies in the MSCI rating, having achieved an AA rating for the second consecutive year.

 

· The Company again delivered strong financial results, with 2024 revenues increasing more than 17% to US$ 252.3 million and Adjusted NOI and EBITDA margins of 94.6% and 83.5%, respectively. Full Year 2024 the Company´s FFO reached US$ 160.1 million, a 25.2% year on year increase. We invested more than US$ 231 million in innovative, best-in-class projects throughout the year.

 

As we enter 2025, the Company is guided by a clear strategic roadmap, designed to fuel our continued growth in the years ahead. With ample economic resources and a team of experts dedicated to identifying key opportunities, we are poised to navigate market uncertainties with foresight and caution.

 

 


I. Business Strategy

 

The business of the Company and its subsidiaries during the fiscal year 2024, was conducted in accordance with the organizational objective’s matrix established by the management to that end and according to the approved strategic plan.

 

II. Compliance with the Resolutions of the Shareholders and the Board of Directors.

 

I am pleased to inform that all agreements and resolutions adopted by the shareholders and the board of directors during the fiscal year 2024 were duly completed and executed, except for those which due to their own nature require more time for completion or require of a series of actions; however, for the latter, the Company and its subsidiaries have taken appropriate actions to ensure their fulfillment.

 

III. Internal Controls and Audit

 

During the fiscal year of 2024, the internal audit department of the Company worked according to the internal audit statute approved by the board of directors and reviewed projects and specific areas of the Company. The findings were periodically submitted to the audit committee and the management is taking the necessary actions to attend the findings and ensure that the internal processes of the Company are duly complied with.

 

IV. Information and Relevant Events

 

All the information and relevant events of the Company and its subsidiaries have been duly filed and reported to the corporate instances of the Company and to the relevant authorities in terms of the applicable laws and in compliance with the requirements of the corresponding authorities.

 

V. Operations Related to the Repurchase of Shares

 

The general ordinary shareholders’ meeting held on March 21st, 2024, approved to maintain the amount of US$100,000,000.00 or its equivalent in Pesos, legal currency of United States of Mexico, as a revolving amount of the share’s repurchase program of the Company for 2024.

 

During 2024, the activity of the share repurchase program was periodically reported to the board of directors.

 

 


VI. Corrective and Responsibility Actions

 

During the fiscal year ended on December 31st, 2024 and as of this date, the Company has applied corrective measures to its internal processes, derived from the findings of the revisions made by our internal audit department.

 

Notwithstanding the foregoing, none of the findings had required the initiation of responsibility actions against the persons involved in the administration of the Company, since none of said findings constituted a loss for the Company.

 

VII. Capital Contributions

 

All capital contributions by the shareholders of the Company have been duly paid, and as of this date there are no pending contributions.

 

VIII. Payment of Dividends

 

Dividends declared by the Company from the previous fiscal year had been fully paid. Dividends declared by the shareholders’ meeting of March 21st, 2024, were paid in four installments, three in 2024 and the last in January 2025, all in strict compliance to that resolved by the shareholders of the Company as per the recommendation of the board of directors.

 

IX. Accounting and Information System

 

The accounting and reporting systems of the Company and its subsidiaries are kept in a complete and correct manner and in compliance with the U.S. Public Company Accounting Oversight Board (“PCAOB”), and the “IFRS”, lnternational Financial Reporting Standards issued by the lnternational Accounting Rules Bureau and other rules and legal provisions applicable to the Company.

 

X. Financial Information

 

In compliance with the provisions of Article 44, section XI of the Securities Market Law and Article 172 of the General Corporations Law, it is hereby reported that the business strategy of the Company and its subsidiaries has been at all times, within the strategic goals and objectives established by the administration at the beginning of each calendar year and according to the approved strategic plan.

 

Attached hereto as Annex "1" are: (i) the audited consolidated financial statements of the Company and its subsidiaries, which reflect the true, complete and correct financial position of the Company and its subsidiaries for the fiscal year ended December 31st, 2024, (ii) the consolidated income statement of the Company and its subsidiaries for the fiscal year ended December 31st, 2024, (iii) a statement of changes in the financial position of the Company during the fiscal year ended December 31st, 2024, (iv) a statement of changes in the items comprising the Company's patrimony expressed on a consolidated basis during the fiscal year ended December 31st, 2024, (v) the notes necessary to complete and clarify the information; and (vi) the report of the external auditor of the Company on its review to the consolidated financial statements of the Company and its subsidiaries prepared for the fiscal year ended December 31st, 2024.

 

 


 

XI. Responsibility Actions Against Third Parties

 

During the fiscal year ended on December 31st, 2024, none of the Company or its subsidiaries needed to initiate any legal proceedings against third parties due to damages caused to the Company and/or any of its subsidiaries, except for those litigation and collection procedures incurred in the ordinary course of business of the Company and its subsidiaries.

 

Mexico City, February 14th, 2025

/s/

Lorenzo Dominique Berho Carranza

Chief Executive Officer

 

 

 

 

EX-99.8 9 dp226625_ex9908.htm EXHIBIT 99.8

 

Exhibit 99.8

 

 

 

 

Translation for Informational Purposes Only

CORPORACIÓN INMOBILIARIA VESTA, S.A.B. DE C.V.

ANNUAL REPORT OF THE CORPORATE PRACTICES COMMITTEE

 

Fiscal Year of 2024

 

Dear shareholders and members of the board of directors of Corporación Inmobiliaria Vesta, S.A.B. de C.V:

 

The undersigned in my character of chairman of the corporate practices committee of Corporación Inmobiliaria Vesta, S.A.B. de C.V. (the “Company”), and according to the provisions of article 43 of the Securities Market Law, hereby submit the annual report of the committee I presided during the fiscal year ended on December 31st, 2024.

 

During the fiscal year ended on December 31st, 2024, the committee was comprised as follows:

 

Member Title Character
Francisco Javier Mancera de Arrigunaga President Independent Board Member
Oscar Francisco Cázares Elias Member Independent Board Member
José Guillermo Zozaya Delano Member Independent Board Member
José Antonio Pujals Fuentes Member Independent Board Member

 

Mr. Lorenzo Manuel Berho Corona, as executive chairman of the board of directors of the Company, attended as guest to all meetings of the committee.

 

The activities of the corporate practices committee during the fiscal year of 2024 were performed according to the provisions of the Securities Market Law, the General Provisions Applicable to the Issuers and other Participants in the Market, the code of principles and best practices of corporate governance, and other laws, regulations and rules applicable to the Company.

 

During the fiscal year ended on December 31st, 2024, the corporate practices committee adopted resolutions on: (i) January 16th and (ii) April 17th.

 

The relevant matters with respect to which this corporate practice committee issued a resolution and/or a recommendation to the board of directors of the Company were the following:

 

I. Update of the committee’s duties.

II. Disclosure of conflicts of interest.

III. Organizational structure and succession plan.

IV. New long term compensation plan 2024-2029 and amendments to the mechanism for its implementation

 

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V. Compensation 2024 for the executive chairman of the board of directors

VI. Compensation 2024 for the CEO

VII. Analysis and recommendation for the integration of the board of directors and corporate committees during 2024.

VIII. Reporting by the Compliance Officer.

IX. Performance evaluation of the executives of the Company.

 

During the fiscal year ended on December 31st, 2024, the committee did not receive any notice of transactions with parties related to the executives of the Company, nor did grant any waiver for the executives of the Company to benefit from business opportunities corresponding to the Company.

 

Mexico City, January 28th, 2025.

/S/

Javier Mancera Arrigunaga

Chairman of the Corporate Practices Committee of

Corporación Inmobiliaria Vesta, S.A.B. de C.V.

 

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