Corporate Governance Structure
Fibra Nova’s corporate structure is based on the joint participation of its parent company, Grupo Bafar, and the investing public, which together form the foundation of its business model, with stakes of 77% and 23%, respectively. This ownership composition brings together investors focused on generating value through a diversified strategy with a sustainable approach.
The backing of Grupo Bafar—recognized for its track record and presence across various sectors, particularly the food industry both nationally and internationally— strengthens Fibra Nova’s long-term vision. This strategic relationship allows us to leverage operational and financial synergies while contributing to the economic and social development of the regions where we operate.
To ensure proper execution of the strategy, the Fibra has a formal management structure through Fibra Norte, S.C., responsible for management, planning, and operation under clearly defined guidelines. This scheme is complemented by a corporate governance approach oriented toward transparency, ethics, and informed decision-making.
Under this perspective, we have implemented policies and mechanisms that strengthen the conduct of the business, aligning operations with principles of integrity, responsibility, and value creation for stakeholders. Among these, the Corporate Governance Operation policy stands out, establishing guidelines for the functioning of the governing body and promoting adequate asset management, consolidating the trust of investors and other interested parties.
Holders’ Meeting
The Holders’ Meeting is responsible for monitoring, analyzing, and ensuring the proper performance of the Technical Committee. This process takes into account key aspects such as the execution of the strategy, risk management, and the handling of environmental, social, and governance matters.
At Fibra Nova, this body is organized into two types of meeting: Ordinary and Extraordinary, which may be convened whenever necessary to address and resolve matters such as the following:
Administrator and Advisor
With the support of Administradora Fibra Norte, S.C., our administrator and advisor, we strengthen the comprehensive management of our assets, prioritizing the operation, development, and conservation of the properties. This approach allows us to implement strategies aimed at increasing their value, optimizing their performance, and contributing to the financial soundness of the Fibra.
Technical Committee
Our Technical Committee works closely with the Manager and Advisor, evaluating, managing, and approving the various policies and practices that guide us to evolve economically, socially, and environmentally in the most efficient way possible.
Some of its most important responsibilities are:
These functions are possible thanks to a highly qualified team of professionals with broad experience in the Mexican market.
If a Technical Committee member faces a potential conflict of interest during decision-making, they must abstain from the corresponding vote to preserve the objectivity and integrity of the process.
Independent members are appointed through a ratification process carried out by Holders representing at least 10% of the CBFIs in circulation. The related members, together with their respective alternates, are appointed by the Manager and Advisor for an initial term of one year, and may continue in their roles unless their removal is determined at the end of that term.
The composition of the Technical Committee reflects an approach oriented toward independence and diversity: 81.8% of its members are independent.
The Committee is made up of 27.2% women and 72.8% men, all with the greatest capacity to perform this role.
Audit Committee
The Audit Committee plays a key role in strengthening oversight and control within Fibra Nova, supporting the Technical Committee in reviewing financial and operational information. Its work focuses on analyzing the quality, integrity, and reliability of the accounting records, as well as evaluating the Fibra’s operational processes.
It also oversees compliance with internal policies, applicable legal provisions, and adopted compliance strategies, ensuring these practices remain aligned with the business objectives defined by the Holders’ Meeting.
Corporate Practices Committee
The Corporate Practices Committee is composed of three independent directors:
The Corporate Practices Committee plays a relevant role in strengthening Fibra Nova’s governance by supporting the Technical Committee in overseeing the performance of the management team of the Manager and Advisor. Through this analysis, recommendations are generated to increase efficiency and effectiveness in management.
Its powers include a comprehensive review of the compensation assigned to the CEO and executives, ensuring it is consistent with corporate best practices. The committee also evaluates operations that affect stakeholders, verifying that they are conducted under criteria of ethics, transparency, and adherence to the established guidelines.
ESG Committee
The Operational ESG Committee of Grupo Bafar was formally approved on March 7, 2024, and is composed of 6 Independent Directors. Its purpose is to review, approve, and follow up on strategies linked to economic, social, and environmental risks and opportunities, driving the incorporation of sustainable criteria into business decision-making.
As part of its commitment to responsible governance, this committee meets at least six times a year and maintains active participation in representing the organization’s priority stakeholder groups.
Ethics and Regulatory Compliance
At Fibra Nova, we maintain responsible and preventive management of regulatory compliance, relying on policies and principles that guide our operations toward legal adherence, ethical conduct, and respect for applicable provisions. This approach strengthens the team’s continuous improvement and promotes a culture based on transparency, integrity, and responsibility.
Likewise, we continuously monitor our practices to detect improvement opportunities and ensure alignment with high standards of corporate governance. Our commitment seeks not only to mitigate the potential negative impacts of our activities but also to enhance the positive effects we can generate for our stakeholders and the environment.
We have an Ethics Committee responsible for evaluating and determining the appropriate disciplinary actions, considering the severity of any breach of the Code of Ethics and Conduct, as well as our corporate policies.
That is why, at Fibra Nova, we have no pending legal proceedings that could significantly affect our operations.
Anticorruption
Applicable regulations also establish measures to prevent and sanction any conduct related to acts of corruption. At Fibra Nova, this commitment goes beyond legal compliance and is part of our principles of conduct, supported by an anti-corruption policy. This strengthens our transparency toward stakeholders and reaffirms a culture based on ethics, integrity, and corporate responsibility.
As part of this commitment, we conduct anti-corruption training for all our employees.
During 2025, we recorded 0 cases related to acts of corruption.
Conflicts of interest
At Fibra Nova, we strengthen transparency through a comprehensive policy that guides our collaborators in preventing, identifying, and managing potential conflicts of interest. With this, we seek to ensure objective, honest, and impartial conduct in the workplace, promoting a culture based on honesty, responsibility, and compliance with high professional standards.
This approach allows those involved to act in line with the Fibra’s interests, protecting the trust built with our stakeholders and reinforcing business and community relationships grounded in respect, ethics, and transparency
Remuneration, compensation, and evaluation policies for senior officials
These policies seek to ensure fair and transparent processes in staff compensation and recognition, establishing that both remuneration and performance evaluations are defined based on clear, objective criteria aligned with the organization’s ethical principles. Beyond recognizing outstanding performance, this approach helps strengthen responsible management oriented toward achieving the Fibra’s strategic objectives.
Any adjustment to the remuneration and compensation policy must be submitted for review and approval by the Holders’ Meeting.
Long-Term Compensation Plan
Fibra Nova has a long-term compensation plan aimed at incentivizing the officers responsible for driving the achievement of the established goals, reinforcing the alignment between the interests of the Holders and the management team. This scheme is reviewed and approved annually by the Holders’ Meeting.
The plan’s allocation corresponds to 1% of the total distributions authorized by the Technical Committee during the applicable period, distributed 50% in cash and 50% in Real Estate Trust Certificates (CBFIs).
The beneficiary officers are subject to specific restrictions: the CBFIs received may not be disposed of for a period of 180 days from their receipt, unless authorized by the Technical Committee with the approval of the majority of its independent members.
Compensation scheme of the Administrator and Advisor
The Technical Committee, in line with the Long-Term Compensation Plan, has established a compensation scheme designed to motivate executives by ensuring their performance aligns with Fibra Nova’s strategic objectives. This approach benefits executives by incentivizing their performance and safeguards the interests of the Holders by aligning compensation with results and strategic expectations, combining fixed and variable components.
As Trustee, we are obligated to reimburse the Manager and Advisor for expenses incurred for the benefit of the Fibra, including the monthly disbursement of an amount in line with the annual budget approved by the Technical Committee, paid within the first 20 business days of each year.
Operating expenses, general expenses, and incomederived taxes assumed by the Manager and Advisor on behalf of Fibra Nova are covered with available resources, invoiced by the Manager and Advisor and reimbursed by Fibra Nova.
Monthly payments are determined by the Manager and Advisor during the first 5 business days of each month, provided they do not exceed the stipulated monthly budget by more than 20%; any additional expenses beyond this limit must be submitted for review and approval by the Audit Committee.
In collaboration with the other committees, the Technical Committee carries out an annual evaluation process that measures the performance and contribution of the committees.
Both evaluations are overseen by the Chairman of the Technical Committee, supported by the company’s management or by an external advisor with expertise in the field.
The process is carried out in the following sequential stages:
