Las Olas Founders Club

FOUNDERS CLUB

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FOUNDERS CLUB

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1. WELCOME ............................................................................................... 5

2. GRUPO PIÑERO ........................................................................................ 7

3. FINANCIAL INFORMATION .................................................................... 8

4. THE BAHIA PRINCIPE RIVIERA MAYA RESIDENTIAL GOLF RESORT ..... 10

5. ARCHITECTURE AND THE GOLF COURSE ......................................... 11

6. THE FOUNDERS CLUB .......................................................................... 14

LAS OLAS THE RESIDENCES EXCLUSIVE FOUNDER BENEFITS SPECIAL MEMBER DISCOUNTS FOUNDING MEMBERSHIP ALTERNATIVES

7. ACKNOWLEDGMENTS .......................................................................... 23

Index

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Dear Investor,

It is my pleasure to welcome you to a place we have created especially for you -- the Bahia Principe Riviera Maya Residential Golf Resort.

For over 40 years, Grupo Piñero has been on the cutting edge of the vacation travel and hospitality industry and recognized for leadership worldwide.

Renownedasatrusteddeveloperandoperatoroffinehotels,ourcompanyisdedicatedtodeveloping innovative, high-quality products in some of the world’s most inspiring destinations.

Following the successful operation of our hotels in the Riviera Maya (Mexico), the Dominican Republic, Jamaica and Spain, we created the Real Estate Division to diversify the synergies of our family of companies.

To launch this new division, we returned to the breathtaking Yucatan coast of Mexico to developourfirst real estate and golf complex -- the Bahia Principe Riviera Maya Residential Golf Resort. The success of this venture has led to other exciting real estate developments – Playa Nueva Romana Residential Marina Golf in the Dominican Republic and the Bahia Principe Jamaica Resort & Golf Residences in Jamaica.

Today, I am pleased to present you with an invitation to join the Las Olas Founders Club – an exclusive enclave set within the master-planned Bahia Principe Riviera Maya Residential Golf Resort on Mexico.

Surrounded by lush forest, lakes and golf courses, the Las Olas Founders Club offers the ideal place to live and an exciting Grupo Piñero investment opportunity.

Sincerely, Pablo Piñero Imbernon Grupo Piñero President

Welcome

Headquarter - Palma de Mallorca - Spain

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Grupo Piñero began as a travel agency which evolved and expanded and became Soltour, one of the largest tour operators in Spain, Portugal, Russia and Miami (USA).

With the growth of Soltour came the growing demand for guest rooms. The company then purchased and renovated three of the best hotels along the beaches of Mallorca creating the Piñero Hotels brand.In 1995 the company acquired beachside property at the northern tip of the Dominican Republic and launched thefirstinacollectionofBahia Principe Clubs & Resorts. The youngest division of Grupo Piñero, Bahia Principe collection includes beachside properties throughout Mexico, the Dominican Republic, Jamaica and the Canary Islands. Featuring an innovative, all-inclusive, Holiday City concept, the Bahia Principe Clubs & Resorts division consistently provides guests with an unparalleledfive-starvacationexperience.Today, in the Dominican Republic, Bahia Principe Resorts operates 10 hotels with a total of 5,019 rooms, two of which feature the deluxe Don Pablo Collection Brand. In 1999, Bahia Principe ResortsopenedthefirsthotelontheRiviera Maya, Mexico, featuring an exciting hotel complex with four hotels totaling 2,568 rooms. The collection continued to grow with the opening of Bahia Principe Costa Adeje in 2002 and the Bahia Principe San Felipe in 2006, creating a total of 1,032 guest rooms in the Canary Islands. Also in 2006, the Bahia Principe Jamaica opened with 689 guest rooms and is currently undergoing further expansion. In May of 2006, the construction of an ambitious new Grupo Piñero project began -- the Bahia Principe Riviera Maya Residential Golf Resort. Set within 717 acres of verdant paradise, the Bahia Principe Riviera Maya Residential Golf Resort is an exceptional master-planned golf resort community on the Yucatan coast of Mexico. With the success of this project, 2008 and 2009 marked the beginning of two more Grupo Piñero residential communities: Playa Nueva Romana Residential Marina Golf in the Dominican Republic and the Bahia Principe Jamaica Resort & Golf Residences in Jamaica. This year, at the Bahia Principe Riviera Maya Residential Golf Resort in Mexico, the company is poised to openthismaster-plannedcommunity’sfirst18holesofgolf.Constructionhasalsobeencompletedonseveralof the single-family residences and other community features. As construction continues Grupo Piñero is now offering a unique opportunity with the Las Olas Founders Club designed for those who appreciate select real estate properties with the opportunity for great returns on their investments.

Bienvenido

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Financial Information

This project is supported by Grupo Piñero, one of the most prestigious business groups in the international tourism sector.The followingfigures are from the company’s audit report conductedby American

Appraisal in 2008.

HERITAGE FAIR MARKET VALUE

(000 DOLLARS) (000 EUROS)

Extra AMERICA 597.390 423.826Extra MALLORCA 1.758 1.247Extra PORTUGAL 1.825 1.295Extra TENERIFE 2.602 1.846HOTELS AMERICA 1.734.242 1.230.381MALLORCA HOTELS 62.092 44.052TENERIFE HOTELS 284.394 201.767

GRAND TOTAL 2.684.302 1.904.414

DETAILED SUMMARY OF ECONOMIC VALUE FOR CENTERS

VRM (000 DOLLARS) VRM (000 EUROS)

Argentina 99 140Extra AMERICA 99 140Spain 248.812Extra MALLORCA 1.247Extra TENERIFE 1.846MALLORCA HOTELS 44.052TENERIFE HOTELS 201.767Jamaica 196.002 276.268Extra AMERICA 49.389 69.613HOTELS AMERICA 146.613 206.655Mexico 648.993 914.773Extra AMERICA 232.031 327.055HOTELS AMERICA 416.962 587.718Portugal 1.295Extra AMERICA 1.295Dominican Rep. 808.159 1.138.301Extra AMERICA 139.353 196.423HOTELS AMERICA 666.806 939.878Russia 478 674Extra AMERICA 478 674USA 2.476 3.490Extra AMERICA 2.476 3.490

GRAND TOTAL 2.684.302 1.904.414

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ASSESSMENT CERTIFICATEAccording to the assumptions described above, it is our opinion that, as of December 31, 2008, the fair market value of property and content of hotels, LEVANTUR, SA and subsidiaries located in Dominican Republic, Mexico, Jamaica, Spain, Portugal, USA, Russia, and Argentina, are estimated in the amount of 1,904,414,000 Euros , as follows:

HERITAGE FAIR MARKET VALUE

(000 Euros) Extra AMERICA 423,826

Extra MALLORCA 1,247

Extra PORTUGAL 1,295

Extra TENERIFE 1,846

HOTELS AMERICA 1,230,381

MALLORCA HOTELS 44,052

TENERIFE HOTELS 201,767

GRAND TOTAL 1,904,414

Note 1: hotels are included in the contentNote 2: the offices of Moscow and Buenos Aires havebeen included in the extra property in AmericaWe do not assume any responsibility on the state domain and charges that could affect the property under consideration

Carefully, American Appraisal Spain, SA Santiago Hernando Gomez Executive Director

Per report:Carlos Rodriguez (Technical Head of Project)Fernando DiezAlvaro Garcia

T he Bahia Principe Riviera Maya Residential Golf Resort is located in Akumal, a village 80 kms south of the beautiful beaches of Cancun, 20 km from Playa del Carmen, and 20 km from Tulum. Set amid

the fairways of the 223-acre Robert Trent Jones II golf course, another 500 acres of never-to-be-built-upon forest preserves surrounds the community. Construction began in May 2006 with a projected investment of over $ 120 million. Collaboratingwithrenownedleadersintheirfieldshasresultedinthe creation of a luxury master-planned community unique in the Mayan Riviera.

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The Bahia Principe Riviera Maya Residential Golf Resort

Cancún

Mérida

Mexico D.F.Veracruz

Oaxaca

Chichen Itza

Uxmal

PalenqueSan Cristobalde las Casas

IslaCozumel

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The ultra-modern architecture has been designed by one of the most recognized architectural studios inMexico:Cabrera,Quijano,MuñozZoreda. The simple lines andwell-definedarchitecturehasbeen

integrated into thenaturalenvironmentand isreflected in thedesignof theresidencesandcommunityclubhouse.

Architecture

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Designed under the supervision of the globally-renowned Robert Trent Jones II Golf Course Architects, the community features 27 holes of championship golf, plus a 9 hole par 3 executive course and driving

range.Takingadvantageofthefluctuationsofthefieldandapplyingcutting-edgetechnology,thecourseoffersplayers an intriguing challenge surrounded by a natural jungle, cenotes and lakes. The community also features a Golf Academy managed by the best professionals in the Caribbean and offering the highest level of personalized service.

The Golf Course

CASA CLUB

HOYO 15

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The Bahia Principe Riviera Maya Residential Golf Resort features a range of amenities for residents only: a luxurious Clubhouse and Restaurant, European-Style Spa, sports facilities, swimming pools and

recreation areas. A bridge leads to the private Beach Club and the Gran Bahia 5-star hotel complex where residents enjoy day passes and discounts on shopping, dining and nightlife.

Services & Amenities

Our Ecological Foundation, Eco-Bahia ensures the ecological balance of the the surrounding rainforest wildlifeandsealife.Thefirstphaseoftheprojectrequiredextensiveworkidentifyingandclassifyingplants

andanimalssurroundingthecommunity.Wehavemadeasignificantcontributiontotheconservationofseaturtles while our gardens and lakes nourish the native species we have recovered. Nearby villages have been involved in these efforts creating new employment opportunities and employment numbers continue to rise as we move through various stages of development.

Relationship To The Environment

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The Founders Club provides a unique opportunity to own exceptional property on the Mayan Riviera whichispoisedtoincreaseinvalueandinadditiontoprovidetheinvestorsexclusivebenefits.Wehave

chosen one of the best locations within the Bahia Principe Riviera Maya Residential Golf Resort to create a private enclave for Founders only: The Residences of Las Olas.

The Founders Club

1 Centro Comercial

2 Zona Comercial

3 Gasolineria

4 Condo Hotel

5 Hospital Clinica

6 Residencial La Luna

7 Residencial Las Olas

8 Residencial Maya

9 Residencial Las Estrellas

10 Casa Club

11 Club De Playa

12 Hotel Gran Bahia Principe Coba

13 Hotel Gran Bahia Principe Akumal

14 Hotel Gran Bahia Principe Tulum

15 Zona Comercial Hacienda Dona Isabel

16 Pueblo Caribeno

17 Zona Deportiva

18 Caminata Ecologica

19 Club Hipico

20 Jardin Botanico

The Residences of Las Olas.

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Spanning an area of 122,628 m2 Las Olas is located in the heart of the Bahia Principe Riviera Maya Residential Golf Resort. This exclusive village is a gated community custom designed for our founding

members with special services and private security. It is located just a few meters from the main entrance of the Clubhouse, the golf course and the driving range and the bridge which provides access to the private Beach Club and all the facilities of the Gran Bahia Resort Complex.

Las Olas

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Designed by the architect Enrique Cabrera, the ultra-modern Las Olas residences are spacious, bright and feature natural stone and wood found in the region.

These breathtaking single-family homes are seamlessly integrated into the natural environment in harmony with the light and shadows of the jungle. With each design the architect has integrated the location, size and special features of the terrain.

The Residences

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Exclusive Founder Benefits

1 Lifetime Family Golf Membership (Provides the founder and his family the righttoplayforfreeinthemagnificentBahia Principe Riviera Maya Golf Course designed by Robert Trent Jones II).

Name of the Registered Founder Inscribed in A Place of Honor at the Bahia Principe Riviera Maya Residential Golf Resort.

Access to private Club located within the Founders Club featuring concierge service, bar, internet service and refreshments.

Personal custom Golf cart.

Golf bag personalized for the sole founding member.

Special discounts on Golf for guests of the Founding Member.

A 25% discount of published rates on all stays at the Bahia Principe Resorts.

The founding member and his family are given VIP treatment in all the hotels and golf courses in the Bahia Principe hotels.

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Special Member Discounts

DAY PASS HOTEL COMPLEX Breakfast, lunch and buffet dinner at any restaurant of the Gran Bahia Hotel complex, use of hotel complex facilities, gym, mini club activities, show, tennis, sports area and Doña Isabel Hacienda (terrace bar and disco).

SPECIALTY RESTAURANTS Dinner at specialty restaurants. Seafood dinner at restaurants. Gourmet dinner at restaurants.

HACIENDA DOÑA ISABEL Terrace bar and disco, live music and animation.

THE RESORT AREA SPORTS Tennis, bikes and multi stadium bar with natural drinks.

WATER ACTIVITIES. Water sports, diving school and marina.

BANQUET SERVICES In-Home Banquet Services.

BAHIA PRINCIPE HOTELS AND GOLF COURSES 25% discount on published rates on all stays at the Bahia Principe hotels.The founding member and his family are given VIP treatment in all the hotels and golf courses in the Bahia Principe group.

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Y PLATINUM FOUNDING PARTNER Designed for investors who prefer to invest moderately but still obtain high returns on their investments.

1 Luxury 450 m2 Villa on a approximately 1,500 m2 home site in the privileged enclave of Las Olas offered at $ 1,030,000 USD

1 home site valued at $ 330.000 USD 1 home site valued at $ 100.000 USD 1 service package worth $ 30,000 USD (*) Total investment value of $1,490,000 USD Founding Price

40% discount with full payment in 12 months 894,000 USD 45% discount with full payment in 6 months 819,500 USD 50% discount with full payment 745,000 USD

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Founding Membership Alternatives

Y PLATINUM-PLUS FOUNDING MEMBERDesigned for investors who are looking for maximum returns on their investments.

1 Luxury 650 m2 Villa on an approximately 1,600 m2 home site in the privileged enclave of Las Olas offered at $ 1,405,000 USD

2 home sites valued at 330,000 USD per site. 1 service package worth $ 30,000 USD (*) Total investment value of 2,095,000 USD Founding Price

40% discount with full payment in 12 months 1,257,000 USD 45% discount with full payment in 6 months 1,152,250 USD 50% discount with full payment 1,047,000 USD

Y SILVER FOUNDING MEMBER Designed for investors who wish to obtain capital gains and the possibility of owning a Luxury Villa.

1 Luxury 200 m2 Villa on a approximately 500 m2 home site in the village of Las Estrellas offered at $ 450,000 USD

3 homes sites valued at $ 100,000 USD per site

1 service package worth U.S. $ 30,000 (*)

Total investment value of $ 780.000 USD Founding Price:


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Y GOLD FOUNDING MEMBERDesigned for investors who are looking for substantial capital gains and an opportunity to build 3 or more homes in the future.

3 home sites valued at $ 300.000 USD 2 home sites valued at $ 100.000 USD per site

1 package of services worth $ 30,000 USD (*)

Total investment value of $ 1,130.000 USD Founding Price


Y PERSONALIzED MEMBER PACkAGEWe can custom design a member package for you with the 40% discount as long as the total investment is more than 600,000 USD.

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INVESTMENT APPRECIATIONThe Bahia Principe Riviera Maya Residences & Golf Resort is known for being a development with consistent real estate sales, generated by the 5,400 weekly guests who visit our hotels and wish to have a second residence with all the services that Grupo Piñero offers. Due to the strategic planning of the development, the diversity of real estate and the capacity to generate buyers from all the hotels, the prices of our properties have already increased between 10% and 25% .The Founding Partner obtains, at the time of purchase, a minimum of a 30% capital gain, which can reach up to 50% based on the payment schedule. The immediate capital gain is in addition to the annual property value increases. Bahia Principe Riviera Maya Residences & Golf Resort will include in its sales inventory any part of your investment that you want to resell and we will offer it to the 5,400 weekly clients of our hotel complexes at Bahia Principe.

Long term yield (Rental Pool)In addition to the initial capital gain that is guaranteed with all investments, the Founding Partner will have the right to opt for a rental pool. This program guarantees the investor 6,000USD a month for the rental of their villa for the three winter months (January, February and March) through Bahia Principe Riviera Maya Residences & Golf Resorts. This program can cover the maintenance of the house for the year. The investor can also select to enroll their house in the rental pool for more than three months and receive 50% of the rental generated.

Fractional Sales ProgramOur highest performance choice is designed exclusively for founding partners who wish to recover a 100% oftheirinvestmentandobtainbenefitsintheshort-term.It consists of the sale of the villa in fractions by our internal sales team that directly markets the property to the guests of the Gran Bahia hotel complex. Our specialized fractional ownership sales team anticipates selling the dedicated fractions in less than 30 months.The success of our fractional ownership exit strategy is based on our ability to market your home to our 300,000 guests who visit our resort every year.

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Acknowledgments

Throughout the years, Grupo Piñero has received awards in recognition of excellence honoring the entire teams of both divisions. It demonstrates the importance of human resources for Bahia Principe and

Grupo Piñero.

Fausto Sedano, Director General of Bahia Principe Clubs & Resorts, and Pablo Piñero, President of Grupo Piñero, received the prestigious Crystal Award for the Best Hotel Chain of 2007 from John Mullen, President of Apple Vacations, an American Tour Operator. This is one of the most coveted awards of the international industry where only four winners are selected from 80 of the best companies of this sector.

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AWARDS - BAHIA PRINCIPE RIVIERA MAYA, MEXICO

2000 World Environment Day Gran Bahia Principe Tulum

2001 Palm Green Environmental Award Program Gran Bahia Principe Tulum

2001 Conversation Semarnat-Sea Turtles Gran Bahia Principe Tulum

2001-2002 Sears Travel Service - Travel Vancances Hot Spot Gran Bahia Principe Akumal

2001-2002 Council of International Awards - Best performance Gran Bahia Principe Tulum

2002 Green Planet Award - Management commitment to the environment Bahia Principe Clubs & Resorts

2001 Golden Apple Award - Outstanding Quality Gran Bahia Principe Tulum

2002 Golden Apple Award - Exceptional Quality Gran Bahia Principe Tulum



2004 Thomas Cook Award - Mark of Excellence Gran Bahia Principe Tulum

2004 Inter De Puerto Rico - Hotel Professional Certification Gran Bahia Principe Tulum

2004-2005 Hotel Plan - Contribution to the Ecological Environment Gran Bahia Principe Tulum

2004-2005 Crystal Certification Gran Bahia Principe Tulum

2004-2005 Crystal Certification Gran Bahia Principe Akumal

2004-2005 My Travel - Best Seller Riviera Maya Gran Bahia Principe Tulum

2004-2005 My Travel-Best New Hotel Chain Hacienda Club Tulum

2004-2005 Crystal Certification Gran Bahia Principe Akumal


2005 Golden Apple Award - Exceptional Quality Gran Bahia Principe Akumal

2005 Thomas Cook Award - Mark of Excellence Gran Bahia Principe Tulum

2005-2006 Crystal Certification Hacienda Doña Isabel


2006 Golden Apple Award - Exceptional Quality Gran Bahia Principe Coba

2006 Neckermann Primo Riesen - 100 Best Hotels of the World Gran Bahia Principe Tulum

2006 Solidarity City Council - Conservation of Sea Turtles Gran Bahia Principe

2006 Thomas Cook Award - Mark of Excellence Gran Bahia Principe Riviera Maya

2006-2007 Hotel Plan Contribution to Ecological Environment Gran Bahia Principe Tulum

2006-2007 Hotel Plan Contribution to Ecological Environment Gran Bahia Principe Akumal

2007 Golden Apple Award - Outstanding Quality Gran Bahia Principe Tulum

2007 Golden Apple Award - Outstanding Quality Gran Bahia Principe Akuma

2001 Golden Apple Award - Outstanding Quality Gran Bahia Principe Coba

2007-2008 kuoni - Environmental Award Gran Bahia Principe Riviera Maya

2007 Travelife Golden Award - Awarded Hotel FTO environmentally and socially sustainable Gran Bahia Principe Riviera Maya

2008 Golden Apple Gran Bahia Principe Akumal

2008 Cristal - Check Safety First (Uk) Gran Bahia Principe Akumal

2008 Cristal - Check Safety First (Uk) Gran Bahia Principe Coba

2008 Cristal - Check Safety First (Uk) Gran Bahia Principe Akumal

2008 Tui Gran Bahia Principe Akumal

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AWARDS - BAHIA PRINCIPE SAN JUAN, DOMINICAN REPUBLIC

1997 Municipality Gaspar Hernández Valuable contribution to education, sport and culture of the municipality

1997 Municipality of San Juan River Determination to contribute to the development of the region

1997 Secretary of State for Tourism Major contributions in the development of tourism in the region.

1997 Association for the Development of San Juan River Continue the good work and helping social 1997 Caranavarengue Rio San Juan Best Dessert Contest Gastronomic 1997 Awards Montecarlo Best presentation Carnavarengue, Rio San Juan 1998 CECOMT (Communication Center Tourist) Revelation of the Year and Hotel Company 1998 CECOMT (Communication Center Tourist) Hotel Excellence Award 1998 Air Tours High level of Quality and Service 1999 Air Tours High level of Quality and Service 1999 Vinicola North Hotel Excellence Award 2000 Ministry of Tourism Support to the altruistic Carnavarengue 2001 Air Tours High level of Quality and Service

2001 Livia Travel Agency Support, solidarity and excellence of services offered to customers

2002 Thomas Cook Most recommended All Inclusive Hotel

2002 Secretary of State for Tourism Valuable contributions to the development of tourism in Dominican Republic

2003 Thomas Cook Recommended hotel 2004 Cristal - Check Safety First (Uk) Best Hotel Northern 2004 Cristal - Check Safety First (Uk) Plus Crystal Award - Award to the team effort 2005 Cristal Check Safety First (Uk)2005 Caranavarengue Rio San Juan Collaboration and support aranavarengue

2005 Dealers Association of Municipalities Hdez Gaspar Provided input on behalf of the Municipality

2005-2006 Sunwing Canada Best sales resultsOTHER AWARDS

2005-2006 Sunwing Customer Satisfaction2005-2006 Sunwing - The level of sales Gran Bahia Principe Bavaro

2005 Russian Federation - by the quality and service Gran Bahia Principe Punta Cana 2006 First Choice Award Gold Choice Gran Bahia Principe Punta Cana 2006 Apple Vacations “Golden Apple” Gran Bahia Principe Punta Cana 2006 My Travel award for quality and service Gran Bahia Principe Punta Cana

2006-2007 Thomas Cook - Sales exceptional Gran Bahia Principe Bavaro

2007 Apple Vacations - Golden Apple! - Exceptional Quality Gran Bahia Principe Bavaro

2006 HAU (Hotels for you) best hotel in the Canary Islands Bahia Principe Costa Adeje 2007 First Choice, Best Family Hotel Bahia Principe Tenerife 2007 Superclubs - best seller in the Spanish market Soltour 2007 Neckerman - “Primo” 100 best hotels in the world Bahia Principe El Portillo

2007 Apple Vacations - “Crystal Award”,best hotel company Bahia Principe Clubs & Resorts

2008 Crystal Certification Gran Bahia Principe Cayacoa

2008 Cristal - Best Global Hotel Chain Control Food Hygiene and Safety Grupo Piñero

2009 Balearic Islands Executives “Best Hotel Chain” Bahia Principe

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International Entrepreneur of the year in 2007

In the twelfth edition of the Entrepreneur Award, organized by Ernst & Young in collaboration with IESE, Vocento and Fortis,

Pablo Piñero, president of Grupo Piñero (Soltour, Bahia Principe Clubs & Resorts and Hotels Piñero) was awarded the International Entrepreneur of the year in 2007.

On November 20, 2007, Pablo Piñero was named Best Entrepreneur in the Balearic Isles. The ceremony was attended by his entire family, Grupo Piñero senior management, and representatives of employers, institutions and enterprises of the islands, as well as corporate event organizers. The chairman of the Piñero Group was pleased that the award recognized the work of the company’s corporate expansion.

The Entrepreneur of the Year Award, established by Ernst & Young in collaboration with IESE, Vocento and Fortis is a public recognition for managers and businessmen. This is the twelfth edition of the Entrepreneur of the Year Award in Spain, which originated in the U.S. by Ernst & Young for over 20 years throughout 45 countries.

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