Fibra Prologis Believes Its Offer Represents Superior Value Today And Will Continue To Drive Superior Value Tomorrow – Encourages Investors To Seek Clarification From Fibra Monterrey For Key Unanswered Questions
MEXICO CITY (May 18, 2026) – FIBRA Prologis (BMV:FIBRAPL 14) today reaffirmed its belief that its reciprocal tender and exchange offer for up to 100% of the outstanding CBFIs issued by FIBRA Macquarie (BMV: FIBRAMQ) represents a clearly superior value proposition for investors, both at closing and importantly as a primarily certificate based offer on a sustained go-forward basis. Central to this assessment are two fundamental strengths of the FIBRA Prologis offer, the historic earnings, dividend and accompanying share price growth generated by its portfolio and management platform since its initial public offering as well as the carefully structured Transaction and Covenant Agreement (the “TCA”) that FIBRA Prologis and its external manager, Prologis Property México, S.A. de C.V. (the “Prologis Manager”), have negotiated with Macquarie Asset Management México, S.A. de C.V. (“MAM”), the external manager of FIBRA Macquarie. Developed over many months, the Prologis Manager — and not FIBRA Prologis, FIBRA Macquarie or their respective investors — bears the costs of the management transition. Investors in FIBRA Prologis and FIBRA Macquarie are shielded from the disruptions and expenses inherent in an unplanned management change; a structural benefit that no competing proposal, including the competing proposal from FIBRA Monterrey (“MTY”), can replicate.
The MAM Removal Fee: A Real, Quantifiable, and Unavoidable Cost. FIBRA Prologis believes investors deserve full transparency regarding a material cost that is, in its assessment, inadequately reflected in MTY’s public financial disclosures: the contractually stipulated removal fee payable to MAM upon removal absent cause. This obligation is real, quantifiable, and unavoidable. Any FIBRA that acquires FIBRA Macquarie CBFIs and terminates MAM on this basis would ultimately do so with either reduced cash or increased debt — accounting realities that follow from the contractual terms of the FIBRA Macquarie Management Agreement. FIBRA Prologis encourages investors to scrutinize MTY’s pro forma financial statements and to seek clarification as to whether, and how, this material liability has been accounted for; and, if it has been omitted, to draw their own conclusions as to the completeness of the analysis presented.
Based on MTY’s publicly available disclosures, FIBRA Prologis has identified what it views as unresolved questions regarding MTY’s treatment of this obligation, which has been reflected inconsistently across MTY’s own public statements. FIBRA Prologis notes that MTY has acknowledged in its press release dated May 6, 2026, that “the terms of its offer are made on a net basis for the investor, and therefore the price offered does not require any adjustment related to the eventual removal of the external manager of FIBRA Macquarie which may occur in the future and is therefore not part of the offer”. In this statement, MTY does not clarify what its price is “net” of, but it does, in FIBRA Prologis’s view, make an implicit acknowledgement that while its price does not yet include any adjustment that may result from the removal of MAM, including the payment of the MAM termination fee, it would need to be “netted” off the FIBRA Macquarie implied offer price. While this material liability is not disclosed publicly by MTY, in its own past public disclosures, MTY has acknowledged that a material cost exists in removing and terminating MAM as manager of FIBRA Macquarie, and that this cost would be borne by FIBRA Macquarie and its CBFI holders — yet MTY continues to not disclose either the recurring financial impact of this obligation in its analysis, or to reflect it in its pro forma financial statements. One thing is clear: FIBRA Prologis concurs with MTY’s disclosure that the cost to terminate MAM should be netted from the MTY offer to determine the true net offer to FIBRA Macquarie holders. This effect is evidenced in the attached presentation.
Structural Negotiating Dynamics. Investors may also wish to consider the negotiating dynamics surrounding any termination of MAM. Absent an agreement such as the TCA, following an acquisition of FIBRA Macquarie, the acquirer would have no ability to reverse the transaction after committing billions, while MAM would remain contractually entitled to both its annual management fee and removal fee under the terms of the FIBRA Macquarie Management Agreement. Furthermore, MAM is required to sign the requisite joint submission regarding the acquisition of the management arrangement or MAM per Mexican anti-trust regulation. Based on these contractual and regulatory provisions, FIBRA Prologis believes MAM would be in a position of material contractual leverage vis-à-vis MTY or other alternatives. FIBRA Prologis believes these factors are very relevant to any assessment of both the potential cost and the potential duration of any attempt to negotiate a termination with MAM. Additionally, under the FIBRA Macquarie Management Agreement, MAM, through its affiliates, agreed to maintain ownership of approximately 5% of the total outstanding CBFIs of FIBRA Macquarie. Pursuant to the TCA, MAM and its affiliate that holds FIBRA Macquarie CBFIs have agreed to sell those CBFIs to FIBRA Prologis at the tender offer price in the terms set forth therein. These CBFIs are relevant for any acquirer seeking to reach the ownership thresholds necessary to eventually delist FIBRA Macquarie and as such represent a potential blocking position. Absent an agreement such as the TCA, MAM and its affiliate would also retain significant leverage in any negotiation regarding the sale of these CBFIs. Based on the foregoing contractual provisions, FIBRA Prologis believes MAM retains significant leverage in any scenario in which MTY acquires FIBRA Macquarie CBFIs without an equivalent agreement in place.
Synergy Assumptions and Operational Considerations. MTY has publicly stated that it expects to eliminate 100% of FIBRA Macquarie’s G&A. FIBRA Prologis notes that it is not aware of a precedent for the complete elimination of general and administrative expenses following an acquisition of this scale. Investors may wish to evaluate the feasibility of that projection in light of publicly disclosed facts, including that MTY would grow by approximately 150%. Investors may also wish to consider the operational consequences of MTY’s publicly stated synergy assumptions for the existing FIBRA Macquarie workforce. Should MTY acquire the FIBRA Macquarie CBFIs, based on MTY’s disclosure Prologis believes it is reasonable to expect that a significant number of FIBRA Macquarie’s approximately 85 local Mexico-based employees would need to seek alternative employment. This view is grounded in MTY’s own publicly disclosed synergy assumptions, which appear difficult to reconcile with the retention of the existing employee base: a material reduction in operating expenses of the kind described (which, in the opinion of FIBRA Prologis, is in effect a total elimination) would, as a general matter, be inconsistent with maintaining current headcount. FIBRA Prologis also notes the practical consideration that, in the event of a protracted dispute over any MAM termination fee, continuity of asset management operations would present meaningful challenges under any scenario involving significant staff attrition. In light of this, FIBRA Prologis believes MTY should provide clarity on the following question: do MTY’s synergy assumptions, as presented in its disclosure, contemplate the termination of FIBRA Macquarie’s local workforce upon a successful acquisition and proper termination of the MAM management agreement? If so, investors are entitled to understand that clearly. If the synergy assumptions do not, in fact, depend on such an outcome, MTY may wish to consider whether its offering documents require supplementation to ensure they remain accurate and not misleading. FIBRA Prologis makes no prediction as to what FIBRA Macquarie employees will individually decide, but notes that talented professionals facing uncertainty about their continued employment will naturally evaluate their options. FIBRA Prologis wishes to remind the public of the transition services arrangement in place between MAM and FIBRA Prologis. Investors should consider the operational implications of potential staff attrition on the platform’s ability to function effectively during any transition period. Prologis respectfully suggests that MTY address these questions directly and promptly.
Superior Value Tomorrow: An Independent, Third-Party Corroborated Growth Advantage. FIBRA Prologis believes that its superior value proposition extends well beyond day one. In a majority-stock exchange and tender offer of this nature, go-forward earnings growth is of equal if not greater importance to long-term holders than the implied offer price at closing, as FIBRA Prologis believes few if any investors are likely to liquidate their positions at transaction close. Independent, third-party consensus analyst estimates — not prepared by FIBRA Prologis — project materially higher near-term earnings growth for FIBRA Prologis relative to MTY (in addition to higher compounded historical earnings growth from the year in which both companies went public). The presentation attached hereto reflects this assessment. This is consistent with FIBRA Prologis’s track record: since both vehicles listed in 2014, superior earnings growth has translated into demonstrable share price outperformance. FIBRA Prologis believes this differential may be further accentuated by the execution demands MTY would face in simultaneously integrating significant new assets without a commensurate expansion of management infrastructure — a consideration that, based on FIBRA Prologis’s view, does not appear to be reflected in MTY's financial statements and projections.
The Same Dollars Cannot be Spent Twice; Investors Should Demand Clarity. Finally, FIBRA Prologis draws investors’ attention to what it believes is a permanent and recurring financial drag embedded in the MTY proposal that has not been transparently addressed. Capital is not free: whether the MAM termination fee is funded through incremental debt — generating ongoing annual interest expense — or through capital that would otherwise be deployed via the acquisition of income-producing assets (as stated by MTY in its own investor presentation dated April 2026, slide 3 ) — generating foregone net operating income — the economic impact is real and recurring. MTY’s own investor materials describe a post-transaction acquisition and leverage strategy that, when considered alongside this obligation, raises a straightforward question: how can the same capital be committed to both purposes simultaneously? FIBRA Prologis encourages investors to put this question directly to MTY and to demand a clear, quantified answer before making their investment decision.
FIBRA Prologis believes that, based on its analysis (as evidenced in the attached presentation), the recurring cost of financing the MAM termination obligation would substantially offset or potentially eliminate the projected synergies disclosed by MTY. To the extent FIBRA Prologis’s previously expressed concerns regarding the achievability of MTY’s stated synergy projections have merit, the embedded and recurring annual cost of terminating MAM could, in FIBRA Prologis’s assessment, result in a net negative financial impact to MTY certificate holders.
FIBRA Prologis remains confident that, on every relevant dimension — structural certainty, cost transparency, platform quality, and projected growth — its offer is the superior choice for FIBRA Macquarie investors
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The FIBRA Prologis CBFIs offered in its reciprocal tender and exchange offer for up to 100% of the outstanding CBFIs issued by FIBRA Macquarie have not been registered under the United States Securities Act of 1933 or the securities law of any other jurisdiction, other than Mexico, and may not be offered or sold in the United States (or to a U.S. person) or other jurisdiction absent registration or an applicable exemption from the registration requirements of any such jurisdiction
FORWARD-LOOKING STATEMENTS
The statements in this release that are not historical facts are forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which FIBRA Prologis operates, management’s beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact FIBRA Prologis’s financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. All statements that address events or developments that we expect or anticipate will occur in the future — including statements relating to the Offer and the expected benefits and consequences of the Offer — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) the inability to consummate the tender offer launched by FIBRA Prologis; (ii) national, international, regional and local economic climates; (iii) changes in financial markets, interest rates and foreign currency exchange rates; (iv) increased or unanticipated competition for our properties; (v) risks associated with acquisitions, dispositions and development of properties; (vi) maintenance of real estate investment trust (“FIBRA”) status and tax structuring; (vii) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (viii) risks related to our investments; (ix) environmental uncertainties, including risks of natural disasters; and (x) those additional factors discussed in reports filed with the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the “CNBV”) and the Mexican Stock Exchange by FIBRA Prologis under the heading “Risk Factors.” FIBRA Prologis undertakes no duty to update any forward-looking statements appearing in this release. Neither the CNBV nor any other authority has approved or disapproved the content of the information of this release, or the accuracy, adequacy or truthfulness of the information contained herein.
CONTACT FOR INVESTORS RELATIONS
For any questions regarding the foregoing, please contact Alexandra Violante at (aviolante@prologis.com).
Released May 18, 2026