FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

• 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.
PPP has not engaged, since its incorporation, in any activities other than those described in its corporate
purpose and those incidental 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, PPP has
not, since its incorporation, engaged in any activities.
Manager (‘‘Gérant’’)
The manager of PPP and its business address and other principal activities are:
Name Business Address Other Principal Activities
Mr. Jean-Pierre Raynal
36 avenue Hoche
Manager of Paris Provinces
75008 Paris
S.C.I.
PPP has no employees.
Capitalisation and Indebtedness Statement
It is estimated that the capitalisation of PPP on or about the Closing Date will be as follows:
Share Capital:
Authorised and issued:
u12,300,000 ordinary shares of u1 each, 12,299,999 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.
Loan Capital:
Commercial Mortgage Loan Agreement (to be advanced on or about the Closing Date)
u100,411,500
Save for the foregoing, at the date of this document, PPP 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 PPP.
Management Report – certification of accounts
The following is the text of a report dated 14 June 2005 received by the president of PPP from Mazars &
Guerard, the registered auditors to PPP. The financial information contained therein comprises PPP’s
statutory accounts. Statutory accounts were delivered each year to the companies’ registrar (‘‘greffe du
tribunal de commerce’’) since incorporation. PPP’s accounting year end is 31 December with the first
statutory accounts being drawn up to 31 December 2002.
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