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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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Manager (‘‘Gérant’’)<br />

The manager of Paris <strong>Properties</strong> and its business address and other principal activities are:<br />

Name Business Address Other Principal Activities<br />

Mr. Jean-Pierre Raynal<br />

36 avenue Hoche<br />

Manager of Paris <strong>Properties</strong><br />

75008 Paris<br />

2PI S.C.I.<br />

<strong>Proudreed</strong> France Borrowers<br />

Introduction<br />

2PI S.C.I. (‘‘2PI’’) was incorporated in Paris on 12 November 2003 (registered number 450 750 435) as a<br />

private company with limited liability under the laws of France. The registered office of 2PI is at 36 avenue<br />

Hoche, 75008 Paris. The authorised share capital of 2PI is u1,000, divided into 100 ordinary shares of u10<br />

each, 99 of which are fully paid up and are held by <strong>Proudreed</strong> France and 1 is fully paid up and is held<br />

by <strong>Proudreed</strong> Limited.<br />

Principal Activities<br />

The principal objects of 2PI are set out in Article 2 of its Articles of Incorporation, which provides that<br />

the objects of the company include, inter alia:<br />

– the purchase, either for consideration or by means of contribution of all or part of commercial or<br />

industrial properties, developed or undeveloped, and any other properties of an equivalent nature, as<br />

well as the financing and refinancing by all means of such transactions;<br />

– the construction, fitting-out, administration, management and renting as well as the execution of any<br />

agreement relating thereto;<br />

– the purchase, subscription, possession and transfer of shares in any existing or future company whose<br />

activity is dedicated to the purchase, ownership, use, administration and management, by means of<br />

renting the properties or otherwise, of properties to be built on plots of land which have been<br />

purchased beforehand, or of any other property the company may own;<br />

– the purchase or subscription of shares of any company whose main object is to facilitate directly or<br />

indirectly the possession of commercial or industrial properties, whether already built or to be built,<br />

with a view to renting such properties;<br />

– any transactions (whether property related or not) which directly or indirectly further the aims of one<br />

of the above mentioned objects, or are useful or necessary for the management of the assets of the<br />

company or which may facilitate the above objects, and namely:<br />

• borrowing or more generally raising funds, by itself or with other companies (whether the<br />

company is liable on a several basis or on a joint and several basis with the other companies<br />

pursuant to such transactions);<br />

• granting any security interest (‘‘sûreté réelle’’) or guarantee (‘‘sûreté personnelle’’) or entering into<br />

any agreement whose effect or object is to guarantee the performance of the obligations (such as<br />

the mortgages, liens, pledges, assignment of receivables) and in particular granting such security<br />

interest or guarantee (or entering into such acts) in order to guarantee the performance by a third<br />

party of its obligations;<br />

– and generally all transactions (whether financial, commercial, industrial, non-commercial, property or<br />

capital) directly or indirectly concerning the above-mentioned object or any similar or related objects<br />

and which, in any case, directly or indirectly further the expansion or achievement of such goals, with<br />

the exception of those transactions pursuant to which the company may lose its status as a civil<br />

company.<br />

2PI has not engaged, since its incorporation, in any activities other than those described in its corporate<br />

purpose and those incidental thereto and registration as a private limited company under the laws of<br />

France, the authorisation of the documents and matters referred to or contemplated in this document to<br />

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