FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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, 2PI has not,
since its incorporation, engaged in any activities.
Manager (‘‘Gérant’’)
The manager of 2PI and its business address and other principal activities are:
Name Business Address Other Principal Activities
Mr. Jean-Pierre Raynal
36 avenue Hoche
Manager of 2PI S.C.I.
75008 Paris
2PI has no employees.
Capitalisation and Indebtedness Statement
It is estimated that the capitalisation of 2PI on or about the Closing Date will be as follows:
Share Capital:
Authorised and issued:
100 ordinary shares of u10 each, 99 of which are fully paid up and are held by Proudreed France and 1
is fully paid up and is held by Proudreed Limited.
Loan Capital:
Commercial Mortgage Loan Agreement (to be advanced on or about the Closing Date)
u27,650,000
Save for the foregoing, at the date of this document, 2PI 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 2PI.
Dep Immo Com S.C.I.
Introduction
Dep Immo Com S.C.I. (‘‘Dep Immo Com’’) was incorporated in Paris on 23 July 1991 (registered number
382 583 326) as a private company with limited liability under the laws of France. The registered office of
Dep Immo Com is at 36 avenue Hoche, 75008 Paris. The authorised share capital of Dep Immo Com is
u2,000, divided into 1,000 ordinary shares of u2 each, 999 of which are fully paid up and are held by
Proudreed France and 1 of which is fully paid up and is held by Proudreed Limited.
Principal Activities
The principal objects of Dep Immo Com are set out in Article 2 of its Articles of Incorporation, which
provides that the objects of the company include, inter alia:
– the purchase, either for consideration or by means of contribution of all or part of commercial or
industrial properties, developed or undeveloped, and any other properties of an equivalent nature, as
well as the financing and refinancing by all means of such transactions;
– the construction, fitting-out, administration, management and renting as well as the execution of any
agreement relating thereto;
– the purchase, subscription, possession and transfer of shares in any existing or future company whose
activity is dedicated to the purchase, ownership, use, administration and management, by means of
renting the properties or otherwise, of properties to be built on plots of land which have been
purchased beforehand, or of any other property the company may own;
− the purchase or subscription of shares of any company whose main object is to facilitate directly or
indirectly the possession of commercial or industrial properties, whether already built or to be built,
with a view to renting such properties;
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