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Company Presentation March 2016 Safe Harbor In keeping with the - PowerPoint PPT Presentation

Company Presentation March 2016 Safe Harbor In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that


  1. Company Presentation – March 2016

  2. Safe Harbor In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, our understanding of our competition, current market trends and opportunities, projected operating results, and projected capital expenditures. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy, the degree and nature of our competition, and the satisfaction of the conditions to the completion of the proposed combination of Ashford Inc. with Remington Holdings L.P. These and other risk factors are more fully discussed in each company's filings with the Securities and Exchange Commission. The forward-looking statements included in this presentation are only made as of the date of this presentation. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward- looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price. A capitalization rate is determined by dividing the property's net operating income by the purchase price. Net operating income is the property's funds from operations minus a capital expense reserve of either 4% or 5% of gross revenues. Hotel EBITDA flow-through is the change in Hotel EBITDA divided by the change in total revenues. EBITDA, FFO, AFFO, CAD and other terms are non-GAAP measures, reconciliations of which have been provided in prior earnings releases and filings with the SEC. This overview is for informational purposes only and is not an offer to sell, or a solicitation of an offer to buy or sell, any securities of Ashford Hospitality Trust, Inc., Ashford Hospitality Prime, Inc., Ashford Inc., or any of their respective affiliates, and may not be relied upon in connection with the purchase or sale of any such security. 2

  3. Ashford, Inc. Vision High Bardessono Hotel & Spa  High growth, fee based business model Yountville, CA  Highly aligned management team with 27% insider ownership Pier House Resort Key West, FL  Diversified platform of multiple fee generators Le Pavillon Hotel New Orleans, LA  Scalable platform with attractive margins  Low capital needs W Atlanta Downtown Atlanta, GA Low  Low volatility fee stream Marriott Fremont Fremont, CA 3

  4. Ashford, Inc. Overview Proposed Combination Long-Term Agreements Real Estate Asset Management Real Estate Services Property Management Project Management - Publicly Traded (NYSE: - Publicly Traded (NYSE: - 94 properties – 18,112 - Project managed over AHP) AHT) managed rooms $1 billion of - 12 hotels – 3,717 owned - 132 hotels – 27,950 - Assets located in 28 development, rooms owned rooms states and Washington, renovations & other - Total Market Cap of $1.2 - Total Market Cap of $5.0 D.C. projects billion billion - Managed properties are - Experience with every - High RevPAR portfolio - Targets RevPAR below either branded by one of major brand in - Luxury hotels Ashford Prime five major franchisors or renovating, converting or - Gateway and resort - Investment across full- operated independently repositioning hotels markets service and upper- - Typical term of - Conservative leverage upscale hotels agreements (includes - Insider ownership: 14% - Opportunistic leverage renewals) – 35 years - Insider ownership: 16% All data as of March 18, 2016 4

  5. Long-Term Advisory Agreements Base Fee: 0.70% x Total Market Capitalization Minimum Fee: Greater of 90% of the Base Fee paid in the same quarter of the Base Fee/Minimum Fee prior year OR the Peer G&A Ratio x Total Market Capitalization Payable quarterly 5% of the TSR outperformance (compared to defined peer set) times Equity Incentive Fee Market Capitalization – fee is subject to a 25% outperformance cap Fee is determined annually and paid over 3 years in equal annual installments Incentive Fee Payment - up to 50% can be paid in stock at AHT/AHP election Other Payments/Fees Reimbursement for internal audit and other overhead costs 5

  6. Demonstrated Long-Term Track Record Total Shareholder Return 900% 840% 800% Long-term performance 700% significantly outperforms peers 600% 500% 452% 400% 300% 200% 144% 124% 123% 88% 100% 55% 52% 38% 36% 40% 36% 36% 26% 8% 4% 4% 0% -11% -21% -28% -28% -30% -100% (1) Inception 10-Yr 9-Yr 8-Yr 7-Yr 6-Yr 5-Yr 4-Yr 3-Yr 2-Yr 1-Yr Peer Avg AHT (1) Since IPO on August 26, 2003 Peer average includes: CHSP, CLDT, DRH, FCH, HST, HT, INN, LHO, RLJ, SHO 6 Returns as of 3/18/16 Source: SNL

  7. Ashford Hospitality Prime Overview Bardessono Hotal & Spa Yountville, CA

  8. Ashford Hospitality Prime Vision Well defined Grow platform Highly-aligned    strategy investing in through accretive management team luxury hotels in acquisitions of high and organizational gateway and resort quality assets structure markets Grow organically  through strong Continue to take revenue initiatives  Simple and  steps to improve straightforward Maintain conservative  shareholder value investment profile capital structure with and increase total target Net Debt / shareholder return EBITDA of 5.0x or less Bardessono Hotel & Spa Pier House Resort Chicago Sofitel WaterTower Yountville, CA Key West, FL Chicago, IL 8

  9. Investment Strategy Investment Strategy Competitive Advantage Luxury hotels Material impact of one acquisition to   portfolio given size Market knowledge given existing  presence across all Ashford Gateway and resort markets  companies Opportunity for best in class  Remington property management Disciplined capital allocation  Closing capability, speed, and  industry relationships Lower leverage  Proven track record of value  creating transactions 9

  10. High Quality Portfolio Courtyard Seattle Downtown Courtyard Philadelphia Seattle, WA Philadelphia, PA Marriott Seattle Chicago Sofitel WaterTower Courtyard Philadelphia Seattle, WA Chicago, IL Philadelphia, PA Capital Hilton Capital Hilton Washington D.C. Washington D.C. Bardessono Hotel & Spa Yountville, CA Renaissance Tampa Tampa, FL Courtyard San Francisco San Francisco, CAz Renaissance Tampa Tampa, FL Marriott Plano Legacy Plano, TX Pier House Resort Hilton Torrey Pines The Ritz-Carlton St. Thomas Key West, FL La Jolla, CA St. Thomas, BVI Ashford Prime Hotels 10

  11. Portfolio Overview Number of TTM TTM TTM TTM Hotel % of ADR (1) Occ. (1) RevPAR (1) EBITDA (1) Location Rooms Total Courtyard Philadelphia Downtown Philadelphia, PA 499 $176 83% $145 $12,518 10.2% Marriott Plano Legacy Dallas, TX 404 $193 71% $137 $11,087 9.0% Courtyard San Francisco Downtown San Francisco, CA 405 $267 91% $243 $13,688 11.1% Courtyard Seattle Downtown Seattle, WA 250 $195 79% $155 $6,561 5.3% Marriott Seattle Waterfront Seattle, WA 358 $255 82% $210 $14,640 11.9% Renaissance Tampa Tampa, FL 293 $175 78% $137 $5,855 4.8% Capital Hilton Washington D.C. 550 $222 86% $190 $15,297 12.4% Hilton Torrey Pines La Jolla, CA 394 $191 85% $163 $12,521 10.2% Chicago Sofitel Water Tower Chicago, IL 415 $223 80% $178 $8,360 6.8% Pier House Key West, FL 142 $397 90% $358 $9,728 7.9% Bardessono Napa Valley, CA 62 $717 79% $564 $3,845 3.1% Ritz-Carlton St. Thomas St. Thomas, BVI 180 $552 80% $440 $9,156 7.4% Total Portfolio 3,952 $243 82% $199 $123,256 100.0% High quality portfolio with total ADR and RevPAR of $243 and $199, respectively for  the TTM period Geographically diversified portfolio located in strong markets  Highest TripAdvisor ranking among publicly-traded Hotel REITs (2)  (1) As of December 31, 2015 11 (2) Wells Fargo Securities Research; Lodging: TripAdvisor Rankings (September 4, 2015) Note: Hotel EBITDA in thousands

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