FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

– any transactions (whether property related or not) which directly or indirectly further the aims of one
of the above mentioned objects, or are useful or necessary for the management of the assets of the
company or which may facilitate the above objects, and namely:
• 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, real estate
or other) directly or indirectly attached to the above-mentioned object or any similar or related
objects and pursuing, in any case, the achievement of such transactions.
Dep Immo Com 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, Dep Immo Com has not, since its incorporation, engaged in any activities.
Manager (‘‘Gérant’’)
The manager of Dep Immo Com and its business address and other principal activities are:
Name Business Address Other Principal Activities
Mr. Jean-Pierre Raynal
36 avenue Hoche
Manager of Dep Immo Com
75008 Paris
S.C.I.
Dep Immo Com has no employees.
Capitalisation and Indebtedness Statement
It is estimated that the capitalisation of Dep Immo Com on or about the Closing Date will be as follows:
Share Capital:
Authorised and issued:
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.
Loan Capital:
Commercial Mortgage Loan Agreement (to be advanced on or about the Closing Date)
u4,555,027
Save for the foregoing, at the date of this document, Dep Immo Com 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 Dep Immo Com.
Proudreed France SARL
Introduction
Proudreed France SARL (‘‘Proudreed France’’), acting as borrower, was incorporated in Paris on
13 August 1999 (registered number 423 990 266) as a limited liability company under the laws of France.
The registered office of Proudreed France is at 36 avenue Hoche, 75008 Paris. The authorised share
capital of Proudreed France is u8,192, divided into 512 ordinary shares of u16 each, 495 of which are fully
paid up and are held by Proudreed Limited and 17 of which are fully paid up and are held by Mr.
Jean-Pierre Raynal.
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