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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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Principal Activities<br />

The principal objects of <strong>Proudreed</strong> France are set out in Article 2 of its Articles of Incorporation, which<br />

provides that 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. The purchase or subscription<br />

of shares of any company whose main object is to facilitate directly or indirectly the possession of<br />

commercial or industrial properties, whether already built or to be built, with a view to renting such<br />

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, real estate<br />

or other) directly or indirectly attached to the above-mentioned object or any similar or related<br />

objects and pursuing, in any case, the achievement of such transactions.<br />

<strong>Proudreed</strong> France has not engaged, since its incorporation, in any activities other than those described in<br />

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

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

document to which it is or will be a party (including but not limited to the Commercial Mortgage Loan<br />

Agreement and the granting of security for repayment of the Commercial Mortgage Loan Agreement)<br />

and matters which are incidental or ancillary to the foregoing. Other than as described in the foregoing<br />

sentence, <strong>Proudreed</strong> France has not, since its incorporation, engaged in any activities.<br />

Manager (‘‘Gérant’’)<br />

The manager of <strong>Proudreed</strong> France 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 <strong>Proudreed</strong> France<br />

75008 Paris<br />

SARL<br />

<strong>Proudreed</strong> France has no employees.<br />

Capitalisation and Indebtedness Statement<br />

It is estimated that the capitalisation of <strong>Proudreed</strong> France on or about the Closing Date will be as follows:<br />

Share Capital:<br />

Authorised and issued:<br />

512 ordinary shares of u16 each, 495 of which are fully paid up and are held by <strong>Proudreed</strong> Limited and<br />

17 of which are fully paid up and are held by Mr. Jean-Pierre Raynal.<br />

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