Eventos Relevantes FECHA: 04/07/2012 BOLSA MEXICANA DE VALORES, S.A.B. DE C.V., INFORMA: CLAVE DE COTIZACIÓN POSADAS RAZÓN SOCIAL

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1 Eventos Relevantes FECHA: 04/07/2012 BOLSA MEXICANA DE VALORES, S.A.B. DE C.V., INFORMA: CLAVE DE COTIZACIÓN RAZÓN SOCIAL LUGAR POSADAS GRUPO POSADAS, S.A.B. DE C.V. Mexico D.F. ASUNTO Constitución de hipoteca para las obligaciones convertibles EVENTO RELEVANTE Grupo Posadas anuncia que quedo constituida la hipoteca para (i) el cumplimiento de las obligaciones de hacer de Posadas conforme al Acta de Emisión respecto de las Obligaciones Convertibles, (ii) que los tenedores de los Certificados Bursátiles POSADAS 08 y los "9.25% Senior Notes Due 2015" compartan, a prorrata con los tenedores de las Obligaciones, los recursos que se obtengan en caso de la ejecución de la garantía constituida por el Acreedor Hipotecario, en los términos señalados en la escritura de constitución de Hipoteca. *** Grupo Posadas informs that the Mortgages have been implemented for (i) compliance of the affirmative covenants that Posadas assumed in the Indenture of the Convertible debentures, (ii) that the holders of the Securities; Certificados Bursátiles "POSADAS 08" and the "9.25% Senior Notes Due 2015" will share, on a pro-rata basis with the holders of the debentures, the proceeds that are obtained from the foreclosure of the Mortgages, if such Mortgages are foreclosed by the Noteholders, in agreement to the terms and conditions of the said Mortgage. Bolsa Mexicana de Valores S.A.B. de C.V. 1

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43 Courtesy summary English translation INDENTURE FOR THE ISSUANCE OF SUBORDINATED NOTES MANDATORILLY CONVERTIBLE INTO SERIES A SHARES OF GRUPO POSADAS, S.A.B. DE C.V. Mexico, Federal District, on March 27, 2012, I, Roberto Núñez y Bandera, public notary number 1 of the Federal District, duly attest: The issuance of subordinated notes mandatorily convertible into Series A common, registered, no par value shares, representing the capital stock of Grupo Posadas, S.A.B. de C.V. (each one of the notes, as long as such notes have not been converted, shall be referred to as a Note and, together, the Notes, and the company shall be referred to as Grupo Posadas or the Company ), that the Company undertakes through by unilateral declaration of intent, represented by its attorney in fact, Mr. José Carlos Azcárraga Andrade, with the appearance of Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex, acting as common representative for the holders of the Notes (the Common Representative ), represented by Laura Berenice Pereda Díaz and Eunice Barrera Montañez, and with the appearance of Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex, represented by Laura Berenice Pereda Díaz and Eunice Barrera Montañez, acting as conversion agent (the Conversion Agent ), according to the terms of the following Recitals, Representations and Clauses:... CLAUSES FIRST. DEFINITIONS. Issuance Date means March 27, 2012.

44 Mortgages means the mortgages granted in favor of the holders of the Tranche A Notes or in favor of the holders of the Tranche B Notes, as may be required. Note and Notes shall have the meaning set forth in the Recitals of this Indenture, provided that this term includes both the Tranche A Notes and the Tranche B Notes. Par Value per Note means MX$ (one hundred pesos 00/100 M.N.). Series A Shares means the 183,257,227 (one hundred eighty -three million two hundred fifty -seven thousand two hundred twenty -seven) series A common, registered, no par value shares, representing the fixed portion of the capital stock of Grupo Posadas, into which the Notes may be converted, which once distributed, shall correspond to full voting and economic rights, in accordance with the bylaws of Grupo Posadas that are in force from time to time, issued by resolution of the Shareholders Meeting, which have been deposited in the treasury of Grupo Posadas to be used exclusively and mandatorily for the conversion of all of the Notes, provided that this definition shall include any series A shares that Grupo Posadas may issue in the future, for the purpose of permitting that the Notes be converted. Tranche A Notes means the notes issued under this Indenture, in an amount equal to MX$679,172, (six hundred seventy -nine million one hundred seventy - two thousand pesos 00/100 M.N.). Tranche B Notes means the notes issued under this Indenture, in an amount equal to MX$220,828, (two hundred twenty -million eight hundred twenty -eight thousand pesos 00/100 M.N.).

45 Securities means, together, the certificados bursátiles traded on the Mexican Stock Exchange, which may be identified by the ticker POSADAS 08, and the 9.250% Senior Notes due 2015, both issued by Grupo Posadas. SECOND. ISSUANCE OF THE NOTES, SUBORDINATION, GUARANTEES, PLACEMENT, REGISTERED NOTES REGISTRY BOOK. (a) Grupo Posadas, subject to the terms and conditions set forth in this Indenture, by unilateral declaration of intent, and in the form and terms specified in Chapter V, Title First, of the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito), hereunder issues the following: 1) 6,791,720 (six million seven hundred ninety -one seven hundred twenty) Tranche A Notes, which are registered and each has a par value equal to the Par Value per Note and, as a consequence, with a total par value of MX$679,172, (six hundred seventy -nine million, one hundred seventy - two thousand pesos 00/100 M.N.), and 2) 2,208,280 (two million two hundred eight thousand two hundred eighty) Tranche B Notes, which are registered and each has a par value equal to the Par Value per Note, and, as a consequence, with a total par value of MX$220,828, (two hundred twenty million eight hundred twenty eight thousand pesos 00/100 M.N.).... (c) The Notes will be subordinated to all of the Company s liabilities and starting on the date of their conversion into Series A Shares, if applicable, the Series A Shares into which the Notes will be converted shall have the same priority as the other Series A Shares of Grupo Posadas. (d) The Tranche A Notes shall be secured, simultaneously to the Issuance Date or, if not possible, within a time period that will not exceed 60 (sixty) Business Days

46 counted from the Issuance Date, by Mortgages in respect of the real estate described in Appendix F, exclusively in connection with the performance of the affirmative covenants that apply to Grupo Posadas under this Indenture, provided that (i) the Noteholders agree, solely as a result of the purchase of Notes, to share, on a pro-rata basis with the holders of Securities, the proceeds that are obtained from the foreclosure of the Mortgages, if such Mortgages are foreclosed by the Noteholders, but without the holders of the Securities, directly or through the common representative or the indenture trustee, as the case may be, having the right to initiate the foreclosure, foreclose or cause the foreclosure of such Mortgages or to exercise any other right arising from what is set forth in the Mortgages, provided, further, that the Mortgages referred to in this subsection (i) will be without effect, in the event Grupo Posadas is declared in concurso mercantil by a competent judicial authority and the retroactive date is set on a date that occurs before the date when the Mortgages were granted, (ii) the Mortgages and the agreement to share proceeds by the Noteholders shall be canceled, both for the Noteholders and for the holders of Securities, automatically and without the need for any other action, in the event of conversion of the Notes pursuant to the terms of this Indenture, and (iii) in the event of prepayment of the Notes under this Indenture, Grupo Posadas agrees (x) as long as the Securities shall remain outstanding, not to encumber, in any manner, for the benefit of any creditor, the real estate subject matter of the Mortgages, but may, nevertheless, sell such real estate, as long as Grupo Posadas applies the proceeds of the sale for the payment of any existing liabilities or other obligations then in effect or for the acquisition of assets that are to be used in its ordinary course of business, or (y) if in the opinion of an independent third party, Grupo Posadas shall be solvent on the date of prepayment, to undertake all action that is within its control, so that the Mortgages granted in favor of the holders of Securities outstanding under the terms of this section (d), remain in effect to secure, pro-rata among the holders of Securities then outstanding, the satisfaction of the obligations of Grupo Posadas in favor of such holders of Securities, precisely under the terms of the documents that govern such Securities, including using efforts for the appointment of a collateral agent and that the terms for exercising rights under such subsisting Mortgages be agreed upon, under the understanding that the fees and expenses related to the subsistence of the Mortgages shall be borne by the holders of the Securities, including the fees of the fees of the collateral agent, provided, further, that the subsisting Mortgages referred to in this subsection (iii) shall cease to be effective, in the event Grupo Posadas is declared in concurso mercantil by a competent

47 judicial authority and the retroactive date is set on a date that occurs before the date when the Mortgages were granted. (e) The Tranche B Notes shall be secured, simultaneously to the Issuance Date or, if not possible, within a time period that will not exceed 60 (sixty) Business Days counted from the Issuance Date, by Mortgages in respect of the real estate described in Appendix G, exclusively in connection with the performance of the affirmative covenants that apply to Grupo Posadas under this Indenture, provided that (i) the Noteholders agree, solely as a result of the purchase of Notes, to share, on a pro-rata basis with the holders of Securities, the proceeds that are obtained from the foreclosure of the Mortgages, if such Mortgages are foreclosed by the Noteholders, but without the holders of the Securities, directly or through the common representative or the indenture trustee, as the case may be, having the right to initiate the foreclosure, foreclose or cause the foreclosure of such Mortgages or to exercise any other right arising from what is set forth in the Mortgages, provided, further, that the Mortgages referred to in this subsection (i) will be without effect, in the event Grupo Posadas is declared in concurso mercantil by a competent judicial authority and the retroactive date is set on a date that occurs before the date when the Mortgages were granted, (ii) the Mortgages and the agreement to share proceeds by the Noteholders shall be canceled, both for the Noteholders and for the holders of Securities, automatically and without the need for any other action, in the event of conversion of the Notes pursuant to the terms of this Indenture, and (iii) in the event of prepayment of the Notes under this Indenture, Grupo Posadas agrees (x) as long as the Securities shall remain outstanding, not to encumber, in any manner, for the benefit of any creditor, the real estate subject matter of the Mortgages, but may, nevertheless, sell such real estate, as long as Grupo Posadas applies the proceeds of the sale for the payment of any existing liabilities or other obligations then in effect or for the acquisition of assets that are to be used in its ordinary course of business, or (y) if in the opinion of an independent third party, Grupo Posadas shall be solvent on the date of prepayment, to undertake all action that is within its control, so that the Mortgages granted in favor of the holders of Securities outstanding under the terms of this section (e), remain in effect to secure, pro-rata among the holders of Securities then outstanding, the satisfaction of the obligations of Grupo Posadas in favor of such holders of Securities, precisely under the terms of the documents that govern such Securities, including using efforts for the appointment of a collateral agent and that the terms for exercising rights under such subsisting Mortgages be agreed upon, under the understanding that the fees and

48 expenses related to the subsistence of the Mortgages shall be borne by the holders of the Securities, including the fees of the fees of the collateral agent, provided, further, that the subsisting Mortgages referred to in this subsection (iii) shall cease to be effective, in the event Grupo Posadas is declared in concurso mercantil by a competent judicial authority and the retroactive date is set on a date that occurs before the date when the Mortgages were granted. (f) Grupo Posadas shall place the Notes in a private offering, through a private offering pursuant to the terms of Article 8, Section II, of the Securities Market Law (Ley del Mercado de Valores), pro-rata with respect to the Tranche A Notes and the Tranche B Notes, directed to all the shareholders that are such on March 12, 2012, under the terms of the Offer Notice attached hereto as Appendix H (as such shall have been modified to make any necessary or convenient clarifications, the Offer Notice ), regardless of whether on such date such shareholders hold of Series A shares or Series L shares. FOURTEEN. AFFIRMATIVE COVENANTS. While the Notes shall be in effect, Grupo Posadas covenants and agrees to: (c) Obligations in respect of Series A Shares. Perform all action necessary, of any nature, to (i) maintain sufficient Series A Shares to permit the conversion of the Notes, using as basis the Conversion Ratio (including as a result of any of the adjustments agreed in Clause Thirteenth), (ii) the Series A Shares delivered upon conversion of any of the Notes on any Conversion Date, be duly registered with the National Securities Registry (Registro Nacional de Valores) and listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores), and (iii) deposit or arrange the deposit at S.D. Indeval Institución para el Depósito de Valores, of the securities evidencing the Series A Shares, so that Noteholders may convert any Notes and receive them at accounts maintained with a brokerage firm or banking institution that is a member of S.D. Indeval Institución para el Depósito de Valores.

49 APPENDIX F LIST OF REAL ESTATE THAT WILL SECURE TRANCHE A REAL ESTATE DESCRIPTION OWNER ACTUAL LIENS HOTEL FIESTA INN AEROPUERTO CIUDAD DE MÉXICO BOULEVARD AEROPUERTO NO. 502, COL. MOCTEZUMA SEGUNDA SECCIÓN, DELEGACIÓN VENUSTIANO CARRANZA, C.P , MÉXICO, DISTRITO FEDERAL. BENEFICIAL OWNERSHIP (USUFRUCTUARIO): GRAN INMOBILIARIA POSADAS, S.A. DE C.V. OWNER (NUDA PROPIETARIA): OPERADORA DEL GOLFO DE MÉXICO, S.A. DE C.V. MORTGAGED IN FAVOR OF BANCO SANTANDER MÉXICO, S.A. HOTEL FIESTA AMERICANA GUADALAJARA AURELIO ACEVES NO. 225, COLONIA VALLARTA PONIENTE, C.P , MUNICIPIO DE GUADALAJARA, ESTADO DE JALISCO. BENEFICIAL OWNERSHIP (USUFRUCTUARIO): GRAN INMOBILIARIA POSADAS, S.A. DE C.V. OWNER (NUDA PROPIEDAD): OPERADORA DEL GOLFO DE MÉXICO, S.A. DE C.V. MORTGAGED IN FAVOR OF BANCO NACIONAL DE MÉXICO, S.A.

50 APPENDIX G LIST OF REAL ESTATE THAT WILL SECURE TRANCHE B REAL ESTATE DESCRIPTION OWNER ACTUAL LIENS HOTEL FIESTA INN TLANEPANTLA UNIDAD HOTELERA DEL CENTRO EJECUTIVO TLALNEPANTLA, SOR JUANA INÉS DE LA CRUZ NO. 20, COLONIA CENTRO, C.P , MUNICIPIO DE TLALNEPANTLA, ESTADO DE MÉXICO. BENEFICIAL OWNERSHIP (USUFRUCTUARIO): GRAN INMOBILIARIA POSADAS, S.A. DE C.V. OWNER (NUDA PROPIETARIA): OPERADORA DEL GOLFO DE MÉXICO, S.A. DE C.V. MORTGAGED IN FAVOR OF BANCO DEL BAJÍO, S.A. HOTEL FIESTA AMERICANA HACIENDA GALINDO CASC DE LA EXHACIENDA DE GALINDO, CARRETERA A AMEALCO Km. 5, C.P , SAN JOSÉ GALINDO, MUNICIPIO DE SAN JUAN DEL RÍO, ESTADO DE QUERÉTARO BENEFICIAL OWNERSHIP (USUFRUCTUARIO): GRAN INMOBILIARIA POSADAS, S.A. DE C.V. OWNER (NUDA PROPIETARIA): OPERADORA DEL GOLFO DE MÉXICO, S.A. DE C.V. IN PROCESS OF REGISTRY OF TRUST REVERSION WITH BANCO NACIONAL DE COMERCIO EXTERIOR, S.N.C.