FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

• borrowing or more generally raising funds, by itself or with other companies (whether the
company is liable on a several basis or on a joint and several basis with the other companies
pursuant to such transactions);
• granting any security interest (‘‘sûreté réelle’’) or guarantee (‘‘sûreté personnelle’’) or entering into
any agreement whose effect or object is to guarantee the performance of the obligations (such as
the mortgages, liens, pledges, assignment of receivables) and in particular granting such security
interest or guarantee (or entering into such acts) in order to guarantee the performance by a third
party of its obligations;
– and generally all transactions (whether financial, commercial, industrial, non-commercial, property or
capital) directly or indirectly concerning the above-mentioned object or any similar or related objects
and which, in any case, directly or indirectly further the expansion or achievement of such goals, with
the exception of those transactions pursuant to which the company may lose its status as a civil
company.
Annapaul has not engaged, since its incorporation, in any activities other than those described in its
corporate purpose and those incendental thereto and registration as a private limited company under the
laws of France, the authorisation of the documents and matters referred to or contemplated in this
document to which it is or will be a party (including but not limited to the Commercial Mortgage Loan
Agreement and the granting of security for repayment of the Commercial Mortgage Loan Agreement)
and matters which are incidental or ancillary to the foregoing. Other than as described in the foregoing
sentence, Annapaul has not, since its incorporation, engaged in any activities.
Manager
The manager of Annapaul and its business address and other principal activities are:
Name Business Address Other Principal Activities
Mr. Jean-Pierre Raynal
36 avenue Hoche
Manager of Annapaul SCI
75008 Paris
Annapaul has no employees.
Capitalisation and Indebtedness Statement
It is estimated that the capitalisation of Annapaul on or about the Closing Date will be as follows:
Share Capital:
Authorised and issued:
300 ordinary shares of u152.44 each, 299 of which are fully paid up and are held by SCI Beaulieu
Properties and 1 of which is fully paid up and is held by SPCR.
Loan Capital:
Commercial Mortgage Loan Agreement (to be advanced on or about the Closing Date) u1,211,000
Save for the foregoing, at the date of this document, Annapaul has no borrowings or indebtedness in the
nature of borrowings (including loan capital issued, or created but unissued), term loans, liabilities under
acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities. All
loan capital is secured over the assets of Annapaul.
Beaulieu Properties S.C.I.
Introduction
Beaulieu Properties S.C.I. (‘‘Beaulieu Properties’’) was incorporated in Paris on 13 November 2002
(registered number 444 100 796) as a private company with limited liability under the laws of France. The
registered office of Beaulieu Properties is at 36 avenue Hoche, 75008 Paris. The authorised share capital
of Beaulieu Properties is u1,000, divided into 100 ordinary shares of u10 each, 99 of which are fully paid
up and are held by Paris Properties and 1 of which is fully paid up and is held by SPCR.
Principal Activities
The principal objects of Beaulieu Properties are set out in Article 2 of its Articles of Incorporation, which
provides that the objects of the company include, inter alia:
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