EFTA00296387.pdf

Draft English translation for information purposes only REGISTERED LETTER WITH RETURN RECEIPT Paris, May 3, 2012 OUR REF.: 1102-PHV/PC/GV A.G.O. 2012 BUILDING: 22 AVENUE FOCH 75116 PARIS Dear Sir and Madam, You are requested to attend the Ordinary General Meeting of Co-owners of the building located in Paris 16th district - 22 avenue Foch, which will be held in our Office at: 51 BIS, RUE DE MIROMESNIL in PARIS (EP" district) on WEDNESDAY MAY 30, 2012 at 11:00 a.m. To discuss the following agenda: 1. Election of a Chairman and officers for the meeting. 2. Approval of 2011 accounts and financial status. Please find enclosed the financial status on December 31, 2011 with the debtors' status on December 31, 2011, as well as the summary list of expenses occurred in 2011. Decision to be made. 3. Approval of the gas boilers replacement works account for an amount of 208,976.42 E, according to the attached expense summary. Decision to be made. 4. Approval of the inner courtyard B anti-pigeons' net replacement works account for an amount of 1,674.02 E, according to the attached expense summary. Decision to be made. 5. Approval of the main inner courtyard anti-pigeons' net replacement works account for an amount of 10,291.35 E, according to the attached expense summary. Decision to be made. 6. Status of debts and claims and financial status on December 31, 2011 and to date according to status attached. 7. Discharge to the Property Manager ("Syndic") for his management. Decision to be made. EFTA00296387 Draft English translation for information purposes only 2 8. New appointment of HELLIER du VERNEUIL S.A. as Property Manager. Draft resolution: The Meeting appoints HELLIER du VERNEUIL S.A. as property manager according to the agreement attached to this letter for a period of one financial year expiring on the General Meeting which will be held to approve the accounts of 2012 financial year. Decision to be made. 9. Signature of the property management agreement with HELLIER du VERNEUIL S.A. Mandate to be given to the Chairman of the Management Committee ("Conseil Syndical") to sign HELLIER du VERNEUIL S.A.'s property management agreement. Decision to be made. 10. Renewal of the Management Committee currently composed of: Ms HALABI (NOFA Corporation) Ms EXPERTON (SCI JEP) Ms WIBRATTE (ROUNDHILL PARTNERS Corporation) Mr DE LOUVIGNY (SCI ANGUS) Mr LEMOS (SCI ALMOND) Decision to be made. 11. Upholding of the projected budget for 2012 identical to 2011 at 256,000 E and upholding of the permanent cash advance at 43,000 E. The running costs for 2011 amounted to 227,438.81 E (245,576.49 E in 2010), as shown in the documents attached to this letter. Decision to be made. 12. Fixing of the projected budget for year 2013, identically to the budget for year 2012. Decision to be made. 13. Decision not to open a separate bank account and to keep the unique account. Draft resolution: The General Meeting exempts the property manager from opening a separate bank or postal account and allows him to transfer the funds belonging to the Housing Association ("Syndicat") to the unique account open in the name of the firm HELLIER du VERNEUIL for the duration of the mandate. Decision to be made. 14. Building VAT pro-rata: Confirmation of the absence of modification of the use of the lots and of the current 99,700/99,700 thousandths pro-rata subject to 7 % VAT. Draft resolution: The co-owners confirm the absence of modification of the use of the lots and the current 7 % VAT pro-rata, given the 99,700/99,700 thousandths inhabitation pro-rata in the building's use. Decision to be made. EFTA00296388 Draft English translation for information purposes only 3 15. Decision to be made to proceed with the replacement of the carpet on all the floors of the main staircase according to the firm TOUTAPIS DELEAU estimate n°D11/03 25 for an amount of 33,195.84E all included. As an option: Repolishing of the bars only without the consoles for an amont of 2,159.42E all included. 16. Further to the letter from the PARIS Townhall on November 18, 2010 reminding the necessity to perform the facade cleaning works on avenue Foch and me Chalgrin, a copy of which is attached, decision or not to perform the cleaning works, at once or in steps, of the facades on avenue Foch with extension on me Chalgrin, facade on me Chalgrin, facades of main inner courtyard, facades of the 3 small inner courtyards, facades overhanging the glass ceiling above the main entrance hall. According to the 25th resolution of the General Meeting held on June 15, 2010, only two firms were short-listed per building corporate association. Decision to be made. 17. Cleaning of the facades on avenue Foch with extension on rue Chalgrin (to be performed simultaneously to the cleaning of the - Ground floor and In floor - facades of the small inner courtyard n°1 accessible through the caretaker's lodging). Further to the study carried out by architect Ms LEMOINE according to attached report, comparison chart and estimates, decision to be made on the following works: LOT 1: Ground scaffolding (Amounts all included, 7 %VAT) LA COLONNADE firm DEL BOCA firm LOT 2: Facades' cleaning LA COLONNADE firm DEL BOCA firm LOT 3: Treating of metal shutters DEL BOCA firm (10-year guarantee) TIM firm (10-year guarantee) LOT 4: Railings locksmithing SERRUTIM firm LOT 5: Lead waterproofing on regular and small balconies BALAS firm RAVIER firm LOT 6: Plumbing - rainwater downpipes BALAS firm RAVIER firm 75,342.98 Euros 77,460.73 Euros 237,358.10 Euros 245,050.00 Euros 106,303.53 Euros 96,748.33 Euros 7,142.12 Euros 98,573.47 Euros 78,247.45 Euros 7,812.98 Euros 7,178.21 Euros EFTA00296389 Draft English translation for information purposes only 4 LOT 7: Carriage entrance SERRUTIM firm 2,479.76 Euros The works project will be managed by Ms LEMOINE, certified engineer architect ("DPLG"), assisted by a safety works coordinator. The fees will come in addition: 8% for the architect, 1.5% for the safety coordinator and 2.5% for the Property Manager. Decision to be made. 18. Cleaning of the facades (Ground floor - 11, floor) of the small inner courtyard n°1 accessible through the caretaker lodging (to be performed simultaneously to the cleaning of the facades on avenue Foch). Further to the study carried out by architect Ms LEMOINE according to attached report and estimates. Decision to be made on the following works: LOT 1: Scaffolding - cleaning (Amounts all included, 7 %VAT) LA COLONNADE firm 33,967.28 Euros (tiles variation) 1,059.30 Euros DEL BOCA firm 44,296.40 Euros (tiles variation not priced) LOT 2: Roofing and plumbing BALAS firm RAVIER Firm LOT 3: Anti-pigeons' nets TECHMO HYGIENE firm 7,791.04 Euros 7,017.14 Euros 1,391.00 Euros The works project will be managed by Ms LEMOINE, certified engineer architect ("DPLG"), assisted by a safety works coordinator. The fees will come in addition: 8% for the architect, 1.5% for the safety coordinator and 2.5% for the Property Manager. Decision to be made. 19. Cleaning of the facade rue Chalgrin Further to the study carried out by architect Ms LEMOINE according to attached report, comparison chart and estimates, decision to be made on the following works: LOT 1: Ground scaffolding (Amounts all included, 7 %VAT) LA COLONNADE firm 30,885.25 Euros DEL BOCA firm 28,291.21 Euros LOT 2: Facades' cleaning EFTA00296390 Draft English translation for information purposes only 5 LA COLONNADE firm DEL BOCA firm LOT 3: Treating of metal shutters DEL BOCA firm (10-year guarantee) TIM firm(10-year guarantee) 93,576.85 Euros 90,754.53 Euros 39,253.28 Euros 47,154.90 Euros LOT 4: Railings locksmithing SERRUTIM firm 10,459.63 Euros LOT 5: Lead waterproofing on regular and small balconies BALAS firm RAVIER firm LOT 7: Plumbing - rainwater downpipes BALAS firm RAVIER firm 36,457.10 Euros 24,142.65 Euros 2,375.25 Euros 4,785.49 Euros The works project will be managed by Ms LEMOINE, certified engineer architect ("DPLG"), assisted by a safety works coordinator. The fees will come in addition: 8% for the architect, 1.5% for the safety coordinator and 2.5% for the Property Manager. Decision to be made. 20. Cleaning of the facades of the main inner courtyard and the entrance hall rue Chalgrin (to be performed simultaneously to the "main staircase light well" cleaning). Further to the study carried out by architect Ms LEMOINE according to attached report, comparison chart and estimates, decision to be made on the following works: LOT 1: Scaffolding - cleaning (Amounts all included, 7 %VAT) LA COLONNADE firm 222,725.00 Euros DEL BOCA firm 290,568.11 Euros LOT 2: Roofing and plumbing BALAS firm RAVIER firm LOT 3: Anti-pigeons' nets TECHMO HYGIENE firm LOT 4: Metal shutters 25,314.09 Euros 21,366.05 Euros 7,562.76 Euros EFTA00296391 Draft English translation for information purposes only 6 DEL BOCA firm (10-year guarantee) TIM firm (10-year guarantee) 37,974.30 Euros 89,368.54 Euros The works project will be managed by Ms LEMOINE, certified engineer architect ("DPLG"), assisted by a safety works coordinator. The fees will come in addition: 8% for the architect, 1.5% for the safety coordinator and 2.5% for the Property Manager. Decision to be made. 21. Cleaning of "main staircase light well", to be performed simultaneously to the main inner courtyard cleaning. Further to the study carried out by architect Ms LEMOINE according to attached report, comparison chart and estimates, decision to be made on the following works: LOT 1: Scaffolding - cleaning (Amounts all included, 7 %VAT) LA COLONNADE firm DEL BOCA firm LOT 2: Roofing and plumbing BALAS firm RAVIER firm LOT 3: Anti-pigeons' nets TECHMO HYGIENE firm 67,758.89 Euros 47,887.27 Euros 12,091.00 Euros 8,537.21 Euros 1,391.00 Euros The works project will be managed by Ms LEMOINE, certified engineer architect ("DPLG"), assisted by a safety works coordinator. The fees will come in addition: 8% for the architect, 1.5% for the safety coordinator and 2.5% for the Property Manager. Decision to be made. 22. Cleaning of the facades of the small inner courtyard n°2 accessible through the entresol from the B staircase Further to the study carried out by architect Ms LEMOINE according to attached report and estimates Decision to be made on the following works: LOT 1: Scaffolding - cleaning (Amounts all included, 7 %VAT) LA COLONNADE firm 71,633.30 Euros (tiles variation) 2,524.14 Euros DEL BOCA firm 92,266.10 Euros (tiles variation not priced) LOT 2: Roofing and plumbing BALAS firm 20,25 1.04 Euros EFTA00296392 Draft English translation for information purposes only 7 RAVIER Firm LOT 3: Anti-pigeons' nets TECHMO HYGIENE firm 19,318.44 Euros 1,391.00 Euros The works project will be managed by Ms LEMOINE, certified engineer architect ("DPLG"), assisted by a safety works coordinator. The fees will come in addition: 8% for the architect, 1.5% for the safety coordinator and 2.5% for the Property Manager. Decision to be made. 23. Cleaning of the facades of the small inner courtyard n°3 accessible through garage Further to the study carried out by architect Ms LEMOINE according to attached report and estimates Decision to be made on the following works: LOT 1: Scaffolding - cleaning (Amounts all included, 7 %VAT) LA COLONNADE firm 58,460.52 Euros (tiles variation) 956.58 Euros DEL BOCA firm 61,046.19 Euros (tiles variation not priced) LOT 2: Roofing and plumbing BALAS firm RAVIER Firm 21,345.54 Euros 23,548.42 Euros LOT 3: Anti-pigeons' nets TECHMO HYGIENE firm 1,391.00 Euros The works project will be managed by Ms LEMOINE, certified engineer architect ("DPLG"), assisted by a safety works coordinator. The fees will come in addition: 8% for the architect, 1.5% for the safety coordinator and 2.5% for the Property Manager. Decision to be made. 24. Decision or not to subscribe a damage insurance coverage for the works performed under a 10- year guarantee, according to attached offer by VERSPIEREN. Decision to be made. 25. Financing of the works by a fixed-rate loan taken with CREDIT FONCIER, according to attached prices list. Draft resolution: EFTA00296393 Draft English translation for information purposes only 8 The General Meeting, having read the loan resolution, decides to make a loan with CREDIT FONCIER, with no joint liabilty of the co-owners, for a period of years and at a rate, with automatic transfer of the instalments from the co-owners' accounts. The General Meeting gives HELLIER du VERNEUIL S.A., Property Manages; all powers in order, on behalf and in the name of the Housing Association, to: - identify the co-owners who intend to pay cash, - identify the co-owners who intend to join the loan, request a loan with CREDIT FONCIER, whose amout shall not exceed the cost of the works due by the co-owners who joined the loan in respect of their shares, accept the loan offer resulting in a contract, comply with all the duties of the loan contract, knowing that reimbursement shall be made by automatic transfers from each co-owner's bank account, bound towards the Housing Association for the only amount of his/her share in the loan for the payment of the works. In this respect, the transfers shall be made by CREDIT FONCIER under its power of attorney, in the name and on behalf of the Housing Association. sign a guarantee agreement with the firm COMPTOIR FINANCIER DE GARANTIE so that the Housing Association shall by no means have to bear the financial consequences of any co- owner's failure to reimburse his/her share of the loan. The co-owners paying the works with the loan taken by the Housing Association under the abovementioned terms already consent thereto. Decision to be made. 26. Draft amendment to the Co-ownership Rules: lot n°41 to be eliminated According to the 13th resolution of the General Meeting held on April 24, 2003, the General Meeting decided to purchase the lot n°41, lower ground floor behind the caretaker's lodging, to make it a common part. Confirmation of the elimination of the said lot. Mandate to be given to the Property Manager to sign the related amendment to the Co-ownership Rules and allocation description status. Decision to be made. 27. Matters related to the running of the building and its everyday maintenance. Should you be unable to attend this meeting in person, you may be represented by a person entitled to make any decisions on your behalf. For that purpose, please find attached a power of attorney which can just be sent back to us once completed and signed. Your signature shall be preceded by the words "BON POUR POUVOIR". Yours sincerely, Pierre HELLIER du VERNEUIL NB: According to article 23 of the Law of July 10, 1965, the joint owners are reminded of the obligation to have a common representative, according to the attached representation power of EFTA00296394 Draft English translation for information purposes only 9 attorney. Thus, in the case of a conjugal joint ownership, only one of the spouses may attend the Meetings. He/She must hold his/her spouse's power of attorney to represent him/her. Exhibits: - Power of attorney - Summary list of expenses occurred in 2011 and budget for 2012 - Gas boilers replacement works account - Inner courtyard B anti-pigeons nets replacement works account - Main inner courtyard anti-pigeons nets replacement works account - Financial status on the closing of 2011 financial year and to date - Annexes 1, 2, 3 and 5 to March 14, 2005 Decree n°2005-240 - Property Management Agreement with HELLIER du VERNEUIL SA - TOUTAPIS DELEAU firm estimate - Letter from PARIS Townhall on November 18, 2010 - Letter from PARIS Townhall on November 22, 2011 - Our letter to PARIS Townhall on December 20, 2011 - Letter from PARIS Townhall on January 4, 2012 - Report from Ms LEMOINE - Cleaning Works - LA COLONNADE firm estimate - DEL BOCA firm estimate - TIM firm estimate - BALAS firm estimate - RAVIER firm estimate - SERRUTIM firm estimate - TECHMO HYGIENE firm estimate - CREDIT FONCIER 100 Co-ownership loan costs - Works damage insurance scale - Works shares' simulation EFTA00296395