2006 REGISTRATION DOCUMENT NEW NAME FOR MINES DE LA LUCETTE SUBJECT TO APPROVAL BY THE GENERAL SHAREHOLDERS MEETING TO BE HELD ON 24 MAY 2007

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7, RUE SCRIBE 75009 PARIS FRANCE

TEL. : +33 (0)1 42 25 86 86 FAX : +33 (0)1 42 25 86 70

NEW NAME FOR MINES DE LA LUCETTE SUBJECT TO APPROVAL BY THE GENERAL SHAREHOLDERS’ MEETING TO BE HELD ON 24 MAY 2007

2006

REGISTRATION

DOCUMENT

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Description of the Company

Mines de la Lucette was an industrial company up until the Second World War, operating gold and antimony mines. In 1945 it began to trade and process the antimony it mined. In 2001, the Company sold its antimony goodwill and became a property company. On 30 March 2005, one of the real estate funds managed by Morgan Stanley Real Estate became the majority shareholder in Mines de la Lucette. As at 31 December 2006, MSREF Turque S.à r.l owns 93.6% of the share capital of Mines de la Lucette. MSREF Turque carried out this takeover to provide it with an investment structure with the ability to take advantage of capital market opportunities and benefit from the company’s status as an SIIC (listed real estate investment company).

Mines de la Lucette is a real estate company with assets of approximately 2 billion euros as at 31 December 2006, consisting mainly of office and warehouse buildings.

The Company’s portfolio as at 31 December 2006 contained 43 high quality properties covering an area of approximately 746,000 sqm, mainly concentrated in:

• the most sought-after business districts in the Île-de-France region, both by users and investors in the Office sector; • various areas of industrial activity in France in the Warehouse sector.

The Company’s business mission is the acquisition and active management of its real estate assets.

Investment policy and business markets

Mines de la Lucette’s goal in the medium term is to become a major listed real estate company with most of its investments in the office sector. To achieve this objective, the Company has an ambitious policy of selective acquisition of properties with secure cash flows or with high revaluation potential (restructuring, in-house development or other opportunities).

The Company intends to give priority to investments in office space in the most sought-after business districts in Paris and the Île-de-France region due to the size of this market and its great liquidity. Mines de la Lucette also intends to gain a presence in Lyon and Marseille, markets it considers promising particularly in terms of diversification of risks and yields.

In addition, Mines de la Lucette intends to continue to take advantage of property outsourcing by industrial corporations.

Fifty to seventy-five percent of these acquisitions will be financed by loans and the balance by the Company’s own funds. These funds may come from business cash flow or raising funds from the stock market.

1. DESCRIPTION

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Mines de la Lucette

Simplified Group organisation chart

SNC Trois Fontanot Sarl Libourne SCI Charenton de Gaulle 99.99% SCI Nanterre Étoile Park 99.99% SCI Antony Renaissance 99.99% SNC Saint-Ouen Évry SCI Saint-Ouen Biron 99.99% SCI Évry Mozart 99.99% SCI Évry Européen 99.99% 99.84% 99.93% 100% Sarl Landes 100% SCI Gascogne SNC Vaillant Peupliers 99.99% SCI Chassagne 99.99% SCI 21 95% SCI Chambolle 99.99% SCI Conti 99.99% SCI Volnay 99.99% M2L GESTION 100%

Judicial and arbitration proceedings

Over the last twelve months, the Company has not been involved in any government, judicial or arbitration proceedings that either had, or may in the future have, significant effects on its financial situation or profitability.

Selected financial information

In thousand euros 2006 2005

Net rents 73,680 3,938

Operating income 158,415 4,594

Net income (group share) 105,403 4,911

Shareholders’ equity 561,495 32,740

Net financial debts 1,397,811 88,838

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Description of Group properties

The table below is a summary of the properties owned as at 31 December 2006:

Geographic area Type of property Acquisition Area Main tenants

5/7, rue Scribe – 75009 Paris Paris CBD* Offices 2006 7,491 sqm Bloomberg, Discovery Channel 7/9, avenue Messine – 75008 Paris Paris CBD* Offices 2006 8,459 sqm AXA, KBL France

Scor Tower – 92800 Puteaux-La Défense La Défense Offices 2006 30,172 sqm Scor Insurance

Colisée – 92400 La Défense-Courbevoie La Défense Offices 2006 24,932 sqm Regus, Expanscience, Gefco 31, rue des Peupliers – 92100 Boulogne Western Paris Offices 1999 1,014 sqm A novo

Crystal Park – 92200 Neuilly-sur-Seine Western Paris Offices 2006 39,911 sqm PricewaterhouseCoopers, Landwell, Amgen, IFF

River Plaza – 92600 Asnières Western Paris Offices 2006 26,740 sqm L’Oréal, Fujitsu, Lesieur Nanterre Étoile Park – 92000 Nanterre Western Paris Offices 2006 5,633 sqm Genegis

93, avenue C.-d-G. – 92200 Neuilly-sur-Seine Western Paris Offices 2006 1,852 sqm Firmenich 22, rue J.-Dulud – 92200 Neuilly-sur-Seine Western Paris Offices 2006 2,017 sqm Firmenich Maisons-Alfort – 94700 Maisons-Alfort Île-de-France Offices 2005 3,931 sqm Geoxia, ACE Les Espaces de Torcy – 77200 Torcy Île-de-France Offices 2005 3,053 sqm Veritas

Antony Renaissance – 91160 Antony Île-de-France Offices 2006 10,539 sqm IBM, Sanofi Aventis, Linedata Évry Européen – 91080 Courcouronnes Île-de-France Offices 2006 14,384 sqm Multiple tenants

Évry Mozart – 91000 Évry Île-de-France Offices 2006 5,510 sqm Multiple tenants Évry Champs – 91080 Courcouronnes Île-de-France Offices 2006 5,347 sqm Multiple tenants Saint-Ouen Biron – 93400 Saint-Ouen Île-de-France Offices 2006 12,633 sqm Bull

Saint-Ouen Dieumegard – 93400 Saint-Ouen Île-de-France Offices 2006 6,332 sqm Vacant Charenton-le-Pont – 94220 Charenton Île-de-France Offices 2006 10,043 sqm Vacant

OFFICES 219,993 sqm

10, rue Denis-Papin – 91380 Chilly-Mazarin Île-de-France Warehouse 2000 10,977 sqm Locaposte 23, rue Denis-Papin – 91380 Chilly-Mazarin Île-de-France Warehouse 1998 2,360 sqm ING Car Lease 8, rue Denis-Papin – 91380 Chilly-Mazarin Île-de-France Warehouse 1999 4,800 sqm Vacant Moreuil-L’espinoy – 80110 Moreuil Provinces Warehouse 2005 53,036 sqm Vacant Aix 1 – 13792 Aix-en-Provence Provinces Warehouse 2006 48,574 sqm Easydis Aix 2 – 13792 Aix-en-Provence Provinces Warehouse 2006 24,498 sqm Easydis Aix 3 – 13792 Aix-en-Provence Provinces Warehouse 2006 4,194 sqm Easydis Andrézieux – 42160 Andrézieux Provinces Warehouse 2006 70,202 sqm Easydis

Auxerre – 89000 Auxerre Provinces Warehouse 2006 30,643 sqm Easydis

Besançon – 25052 Besançon Provinces Warehouse 2006 73,661 sqm Easydis

Béziers/Servian – 34290 Servian Provinces Warehouse 2006 5,610 sqm Easydis

Cholet – 49300 Cholet Provinces Warehouse 2006 6,933 sqm Easydis

Grigny-le-Boutras – 69520 Grigny Provinces Warehouse 2006 30,885 sqm Easydis

Limoges – 87290 Limoges Provinces Warehouse 2006 46,177 sqm Easydis

Montmorillon – 86500 Montmorillon Provinces Warehouse 2006 35,164 sqm Easydis

Toulon – 83320 La Farlède Provinces Warehouse 2006 20,963 sqm Easydis

Longvic Provinces Warehouse 2006 24,000 sqm Transalliance

WAREHOUSES 492,677 sqm

Radisson Western Paris Hotel 2003 8,110 sqm Société Hôtelière Boulonnaise

20, rue du Fief (land) – 92100 Boulogne Western Paris Land 1999 2,134 sqm

Hôtel Latitudes Seilh – 31840 Seilh (Toulouse) Provinces Hotel 2003 9,559 sqm Pierre et Vacances

CERS – 40130 Cap-Breton Provinces Sports 2005 8,117 sqm Générale de Santé

Rehabilitation Centre

Cap Club Hôtel – 40130 Cap-Breton Provinces Hotel 2005 5,120 sqm Générale de Santé

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Company name and registered office

Current company name of the Company: Mines de la Lucette

New company name to be submitted for approval to the combined general shareholders’ meeting on 24 May 2007: Compagnie la Lucette Registered office: 7, rue Scribe – 75009 Paris – Tel. 00 33 (0) 1 42 25 86 86

Legal form and applicable law

Mines de la Lucette is a French société anonyme with a board of directors governed by the provisions of the French Commercial Code (Code de commerce) and the decree of 23 March 1967 on business corporations.

Nationality

French

Formation and term of the Company

The Company has been registered in the Paris Trade and Companies Register since 18 November 2005, and in the Nanterre Trade and Companies Register since 27 March 2001, and had previously been registered in the Paris Trade and Companies Register since 23 June 1958. The term of the Company was extended for a period of 99 years from 1 July 1990, i.e. until 1 July 2089, unless it is dissolved earlier or the term is extended.

Corporate purpose (article 2 of the articles of association)

The Company’s corporate purpose, in France and foreign countries, on its own behalf or in partnership with third parties is: primarily:

• the acquisition of any land, property rights or properties, including by means of construction leases and property financial leases, as well as any assets and rights accessory to or associated with such real estate assets;

• the construction of buildings and any operations directly or indirectly related to the construction of these buildings; • the operation and development of these properties by renting;

• owning direct and indirect interests in the entities mentioned in article 8 and paragraphs 1, 2 and 3 of article 206 of the General Tax Code, and more generally acquiring interests in any companies whose main corporate purpose is operating rental properties as well as the associated asset management, accounting and administration thereof;

subordinately:

• directly or indirectly leasing all types of real estate assets;

• all legal, financial, administrative operations, intermediary services, and operations to promote companies in which it has an interest; exceptionally:

• divestment, particularly by sale, transfer or merger of the Company’s assets; and more generally:

• participation as a borrower and lender in any intragroup loan or cash operation and the option of granting any real or personal security interests, mortgages or other guarantees;

• and any civil, financial, commercial, industrial, asset and property operations deemed useful for achieving any of the above-mentioned corporate purposes.

2. GENERAL INFORMATION

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Trade and Companies Register

582 061 727 RCS Paris – SIRET: 582 061 727 00076 – APE: 702C

Financial year (article 33 of the articles of association)

1 January to 31 December.

Consequences of opting for SIIC status

In addition to the statutory provisions and due to opting for SIIC (listed investment property companies) status, the current income from business activities eligible for SIIC status, as well as capital gains from the sale of assets qualifying for this status, are tax exempt subject to the mandatory distribution of 85% of the profit before tax for year N in year N+1, and 50% of the sale income for year N by year N+2.

General shareholders’ meetings

Collective decisions by the shareholders are voted on in general shareholders’ meetings, in application of the legal and statutory requirements(1)_.

General shareholders’ meetings are convened according to the requirements set by law.

The agenda for shareholders’ meetings is determined by the person convening the meeting. One or more shareholders, representing at least the percentage of share capital fixed by law and acting according to the legal requirements and deadlines, are entitled to require that draft resolutions be added to the agenda of the shareholders’ meetings, by registered letter, with a delivery receipt, or by electronic means.

Shareholders’ meetings may not discuss any items not included on the agenda, which may not be changed at the meeting’s second call. However, the shareholders’ meeting may dismiss one or more Board members and replace them under any circumstances.

Any shareholder has the right to attend general shareholders’ meetings and participate in the discussions in person or through a proxy, simply by providing proof of identity and ownership of his/her shares, provided that:

• for holders of registered shares, the shares are entered in the holders’ name in the Company’s share registry by midnight Paris time on the third business day prior to the general shareholders’ meeting;

• for holders of bearer shares, the shares must be entered or registered in the books, by an authorised intermediary and registered in the bearer’s share account with that intermediary, by midnight Paris time on the third business day prior to the general shareholders’ meeting by midnight Paris time.

Any shareholder may vote by mail prior to the general shareholders’ meeting pursuant to legal and regulatory procedures. Mail-in votes are only included for calculating the quorum if they are received by the Company in advance of the meeting, according to the procedures and deadlines fixed by decree.

The voting right attached to shares is in proportion to the capital they represent. Each capital share or dividend share entitles the holder to at least one vote.

Double voting rights will be attributed to shares based on the amount of capital they represent is attributed to all fully paid up shares for which proof can be shown that they have been registered in the same holder’s name for at least two years.

Consultation of corporate documents

Corporate documents about the Company may be reviewed upon request at the Company’s registered office.

Share capital and type of shares

The Company’s share capital as at 31 December 2006 was 287,197,920 euros, divided into 19,146,528 shares with a face value of 15 euros each, all in the same class and fully paid up.

These shares may be registered or bearer shares, at the shareholder’s own option. The shares are entitled to be entered in the books under the con-ditions and according to the procedures fixed by current legislative and regulatory requirements.

Under the terms of article L. 228-2 of the French Commercial Code (Code de commerce), the Company is authorised to enforce the regulations for identification of shareholders and identification of shares giving immediate or future voting rights in its own shareholders’ meetings.

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Transfer of shares

Shares are freely negotiable, unless legal or regulatory requirements state otherwise.

Shares are transferred by changing the registration from account to account in accordance with the procedures fixed by the legal and regulatory requirements in effect.

Authorisation for capital increases

The table below gives a summary of the authorisations granted to the board of directors by resolutions passed by the combined general shareholders’ meetings on 3 April 2006 and 27 June 2006.

Resolution Type of authorisations Date authorised End of Maximum Global cap of Effective date by shareholders’ authorisations authorised 1.04 billion of authorisations

meeting face value euros

10 03/04/2006 03/06/2009 10% of capital Yes 11 03/04/2006 03/06/2009 10% of capital Yes on the day the options are granted 7 27/06/2006 27/12/2007 10% of capital N/A at any time Authorisation, with permission to

subdelegate, to increase the capital and issue securities without preferential subscription rights, for the allocation without consideration of existing shares or shares to be issued to salaried members of staff and/or officers of the Company or associated companies.

Authorisation, with permission to subdelegate, to grant on one or more occasions stock subscription and/or stock purchase options to members of staff and/or officers of the Company or associated companies.

Authorisation to implement a share buyback programme to in particular:

1) ensure the maintenance of an active market with liquidity of transactions and regularity of the share price in shares of Mines de la Lucette through the intermediary of an investment services;

2) allocate shares granted without consideration;

3) allow share distribution or swap during external growth operations.

Board meeting of 27 April 2006: allocation of 18,850 shares granted without consideration.

Board meeting of 21 August 2006: granting of 55,660 options.

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Resolution Type of authorisations Date authorised End of Maximum Global cap of Effective date by shareholders’ authorisations authorised 1.04 billion of authorisations

meeting face value euros

17 27/06/2006 27/08/2008 M€400 Yes

18 27/06/2006 27/08/2008 M€200 Yes Not used.

19 27/06/2006 27/08/2008 10% of capital Yes Not used.

at any time

20 27/06/2006 N/A 10% of capital Yes Not used.

per year

21 27/06/2006 27/08/2008 M€200 Yes Not used.

22 27/06/2006 27/08/2008 No limit Yes Not used.

23 27/06/2006 27/08/2008 M€200 Yes Not used.

24 27/06/2006 27/08/2008 10% for a period No Not used.

of 24 months Authorisation, with permission to

subdelegate, to decide on a capital increase on one or more

occasions, by issuing shares, with preferential subscription rights, and/or securities giving access to the capital.

Authorisation, with permission to subdelegate, to decide on a capital increase: 1) by issuing shares, without preferential subscription rights, and/or securities giving access to capital in the Company and/or issuing securities;

2) to pay for the securities that are tendered to a public exchange offer.

Authorisation, with permission to subdelegate, to pay for the contributions in kind for capital shares or securities by issuing shares or securities giving access to capital.

Authorisation to fix the subscription share price, in the context of a capital increase without preferential subscription rights.

Authorisation to decide to increase the share capital by adding premiums, reserves, profits or from other sources.

Authorisation, with permission to subdelegate, to decide to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights.

Authorisation to increase the share capital by issuing shares or securities giving access to capital reserved for savings plan members, without preferential subscription right of subscription.

Permission to reduce the share capital by cancelling treasury stock.

1) board meeting of 27 June 2006: increase of share capital for a cash value of €204,981,300, by issuing new shares, with preferential subscription rights, 2) Board meeting of 27 June 2006: allocation without consideration to shareholders of 5,466,168 share warrants for a total nominal value of €22,775,770.

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Share capital authorised but not issued

The combined general shareholders’ meeting of 27 June 2006:

• in its seventh resolution, gave authorisation to the board of directors to implement a share buyback programme to in particular: (i) ensure the main-tenance of an active market with liquidity of transactions and regularity of the share price in shares of Mines de la Lucette through the intermediary of an investment services; (ii) allocate shares granted without consideration; (iii) allow share distribution or swap during external growth operations, up to the limit of 10% of the share capital at any time. This authorisation is valid for eighteen months, and has not been used;

• in its eighteenth resolution, gave authorisation to the board of directors, with permission to subdelegate, to decide to increase the share capital (i) by issuing shares, without preferential subscription rights, and/or securities giving access to the Company’s capital and/or the issue of securities and (ii) to pay for the securities that are tendered to a public exchange offer, up to 200 million euros. This authorisation is valid for twenty-six months, and has not been used; to decide on a capital increase:

• in its nineteenth resolution, gave authorisation to the board of directors, with permission to subdelegate, to pay for contributions in kind for cap-ital shares or securities by issuing shares or securities giving access to capcap-ital, up to the limit of 10% of the capcap-ital at any time. This authorisation is valid for twenty-six months and has not been used;

• in its twentieth resolution, gave authorisation to the board of directors to fix the share price for a capital increase without preferential subscrip-tion rights, up to the limit of 10% of the capital per year. These authorisasubscrip-tion has not been used;

• in its twenty-first resolution, gave authorisation to the board of directors to decide on a capital increase by the addition of premiums, reserves, profits or from other sources, up to the limit of 200 million euros. This authorisation is valid for twenty-six months and have not been used; • in its twenty-second resolution, gave authorisation to the board of directors, with permission to subdelegate, to decide on an increase in the number of shares to be issued in case of a capital increase, with or without preferential subscription rights, with no limit on the amount. This autho-risation is valid for twenty-six months and has not been used;

• in its twenty-third resolution, gave authorisation to increase the share capital by issuing shares or securities giving access to capital, reserved for savings plan members with no preferential subscription right, up to the limit of 200 million euros. This authorisation is valid for twenty-six months and have not been used;

• in its twenty-fourth resolution, gave authorisation to the board of directors to reduce the share capital by cancelling treasury stock, up to the limit of 10% of the capital every twenty-four months. This authorisation is valid for twenty-six months and has not been used.

Other securities giving access to capital

On 27 April 2006, the board of directors proceeded to allocate 18,850 shares granted without consideration to salaried members of staff at associated companies, who are not company officers.

On 21 August 2006, the board of directors set up a stock subscription or stock purchase option plan and proceeded to allocate 55,660 options (with the right to subscribe to the same number of shares) to salaried members of staff at associated companies who are not company officers. The table below summarises the securities giving access to capital issued as at 31 December 2006:

Share warrants

Date of shareholders’ meeting 27 June 2006

Date of Board meeting 27 June 2006

Starting date for exercise 5 July 2006

Expiry Date 30 June 2008

Number of share warrants allocated 5,466,168

Share warrant exercise parity 5 new shares for 18 share warrants

Issue price for each new share €24

Number of shares issued after exercise of share warrants as at 31 December 2006 14,940

Number of share warrants exercised as at 31 December 2006 53,784

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Changes in capital

Date Number Type of operation Authorisation Amount/ Date Result of Number of Amount of shares date number performed/ implementation shares after of capital

authorised exercised of authorisation operation Number of Number of

share warrants securities exercised issued

1992 to 2001 73,220 F7,322,000

20/06/2001 73,220 Conversion of capital into euros 20/06/2001 73,220 €1,098,300

by rounding and allocating the reduction in capital to a blocked reserve account

26/09/2002 73,220 Capital increase by issuing 05/09/2002 375,000 29/09/2002 288,079 361,299 €5,418,435 new shares for cash

27/06/2003 361,299 Capital increase by withdrawal 27/06/2003 361,299 €16,258,455

from “Issue, merger, contribution bonus” account.

27/06/2003 361,299 Splitting the face value of each share 27/06/2003 27/06/2003 1,083,897 €16,258,455 into 3 and creating 2 new shares

for each old share

08/11/2004 1,083,897 Allocation of share warrants without 18/06/2004 722,598 17/12/2004 698,409 1,549,503 €23,242,545 consideration to shareholders

03/04/2006 1,549,503 Capital increase by issuing new shares 04/03/2006 3,916,665 03/04/2006 3,916,665 5,466,168 €81,922,520 to pay for contributions in kind

03/08/2006 5,466,168 Capital increase by issuing new shares shares with preferential

subscription rights 27/06/2006 13,665,420 03/08/2006 13,665,420 19,131,588 €286,973,820 03/08/2006 19,131,588 Allocation of share warrants without

consideration to shareholders 27/06/2006 5,466,168 from 05/07/2006 88,434 24,565 19,156,153 €287,342,295 to 14/03/2007

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Number of voting rights

As at 31 December 2006, the total number of voting rights in existence was 19,144,167.

As at 14 March 2007, after the exercise of share warrants, the total number of voting rights in existence was 19,154,738. The total number of shares with double voting rights was 207.

Changes in ownership structure as at 31 December 2005 and 2006

As far as the issuer’s managers are aware, the ownership structure is as given below:

Shareholder As at 31/12/2006 As at 31/12/2005

Number of shares % of capital % of voting rights Number of shares % of capital % of voting rights

MSREF Turque S.à r.l 17,922,848 93.6 93.6 – – –

MSREF Grillet BV – – – 1,188,338 76.7 76.7

Cyril Finance – – – 91,027 5.9 5.9

Asset Value Investor – – – 79,282 5.1 5.1

FL participations – – – – – – Tschingel – – – – – – Saint Paul – – – – – – Autodétention 2,568 0.0 0.0 – – – Public 1,221,112 6.4 6.4 190,856 12.3 12.3 Total 19,146,528 100 100 1,549,503 100 100

As far as the Company is aware, there is no other shareholder apart from MSREF Turque S.à r.l holding more than 5% of the capital or voting rights. A double voting right is allocated to registered shares held for more than two years (see 2.1.11/article 29 of the articles of association). According to the articles of association, each board member holds 20 Company shares. These shares were lent by MSREF Grillet BV (then by MSREF Turque S.à r.l after the sale by MSREF Grillet BV of its company shares to the latter) for the term of their appointments to the Board to Messrs Pascal Duhamel, Francis Berthomier, Robert Falls and Stéphane Theuriau.

As at 31 December 2006, 2,568 shares were owned by the Company as part of the liquidity contract signed with Fortis Bank. As far as the Company is aware, as at 31 December 2006, employees of the Mines de la Lucette Group together owned fewer than 1,000 shares, which were not acquired or allocated as part of a company savings plan.

As far as the Company is aware, there is no shareholders’ agreement in effect at the time of filing of this registration document.

Description of the majority shareholder: MSREF Turque S.à r.l

Registered Office Legal form Date of Incorporation

20, rue de la Poste, L-2346 Luxembourg Limited Liability Company 2 June 2006

Company object

The Company’s corporate purpose is the acquisition of interests, in any form whatsoever, in Luxembourg or foreign countries, the acquisition by purchase, subscription or any other means as well as divestment by sale, swap or any other means of securities, bonds, receivables, bills and securities of any kind, holding, managing, developing any kind of financial, industrial or commercial company, and providing any kind of assistance, by loans, guarantees or any other kind to subsidiaries, affiliates or any company belonging to the same group of companies. The Company may borrow in any way. Generally, the Company can take all measures to control and oversee and carry out all kinds of financial, commercial or industrial operations relating to real estate or any other assets it deems useful to achieve or develop its corporate purpose.

Registration

Luxembourg Trade and Companies Register no. B 117220

3. OWNERSHIP STRUCTURE

AND VOTING RIGHTS

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Share capital

430,200 euros, fully paid up. Management – Supervision

MSREF Turque S.à r.l is managed by two “A” directors – Ms Carolyn Harris and Mr Jan-Dries Mulder, who were appointed to their positions on 2 June 2006. MSREF Turque is a limited liability corporation under Luxembourg law, whose capital is fully owned, directly or indirectly, by the four Morgan Stanley funds registered in the state of Delaware, whose general partner is MSREF V International-GP, LLC, controlled by Morgan Stanley under the same conditions as above.

Liens on registered shares

The MSREF Turque S.à r.l shareholder’s financial instruments account, in which the Company’s shares are held, was pledged on 20 June 2006 (i.e. as at 31 December 2006: 17,922,768 shares, representing 93.6% of the share capital). This pledge was made in favour of Lehmann Brothers Aktiengesellschaft and Morgan Stanley Bank International Limited. The terms for releasing the pledge are either a release by the creditor benefiting from the pledge or the reimbursement of the debt.

Main changes in distribution of capital over the last three years

• On 15 December 2003, pursuant to a share sale and purchase agreement, the shareholders of Zukunft Anlangen SA sold 50% of the shares of Zukunft Anlagen SA to Mr Jérôme Lesaffre and 50% to Mr Alain Floch. Zukunft Anlagen SA owned 154,760 of the Company’s shares. Zukunft Anlagen SA changed its company name to become FL Participations.

This sale resulted in a transfer of capital and voting rights, in application of articles 5-5-3 and 5-3-2 b) of the general regulations of the Financial Markets Council, a simplified public takeover bid(2)_{was launched by FL Participations for the period between 16 June 2004 and 29 June 2004. At}

the end of the takeover bid, FL Participations owned 678,968 Company shares, representing 62.64% of the capital and 62.60% of the voting rights respectively.

• On 15 November 2004, a capital increase of the Company was performed by issuing an allocation without consideration of share warrants(3)

to its shareholders.

On 11 January 2005, the board of directors of the Company recorded the exercise of 698,409 subscription share warrants, leading to the creation of 465,606 new shares, at a unit price of 17.50 euros (i.e. 15 euros face value and a 2.50 euros issue premium). The centraliser for the exercise of the share warrants issued its certificate on 29 December 2004. The share warrants allocated without consideration to the shareholders on 15 November 2004 could be exercised between 15 November and 17 December 2004 inclusive.

• On 30 March 2005, the 670,221 shares owned by FL Participations, the 190,080 shares owned by Saint Paul SA and the 188,640 shares owned by Tschingel SA were sold to MSREF Grillet BV.

In a letter dated 5 April 2005 sent to AMF, the French Financial Markets Authority, MSREF Grillet BV declared that on 30 March 2005 it had exceeded the 5%, 10%, 20%, one third, 50% and two thirds ownership thresholds of the capital and voting rights in Mines de la Lucette, and that it owned 1,048,941 shares in the Company, representing 67.69% of the share capital and 67.68% of the voting rights.

In letters dated 4 April 2005 sent to the AMF, FL Participations declared that on 30 March 2005 it had dropped below the one third, 20%, 10% and 5% thresholds of the ownership capital and voting rights in the Company, and no longer owned any Company shares, Tschingel SA declared that on 30 March 2005 it had dropped below the 10% and 5% ownership thresholds of the capital and voting rights in the Company, and no longer owned any Company shares, and Saint Paul SA declared that on 30 March 2005 it had dropped below the 10% and 5% ownership thresholds of the capital and voting rights in the Company and no longer owned any Company shares.

After this sale, pursuant to the AMF’s general regulations, MSREF Grillet BV initiated a simplified public takeover bid for the Company’s shares at the price of 21 euros per share. This operation(4)_{took place from 3 June 2005 to 16 June 2005 inclusive. At the end of the offer period, MSREF}

Grillet BV had acquired 138,397 Company shares and owned 76.6% of the capital and voting rights in the Company. In a press release dated 18 August 2005, MSREF Grillet BV also announced that it was reserving the right to buy more shares on the market to reach the 80% ownership threshold of capital and voting rights in the Company.

• On 3 April 2006 a capital increase of the Company was carried out following the transfer of a portfolio of ten warehouses by Immobilière Groupe Casino and its subsidiary SCI de l’Océan. In a letter dated 6 April 2006, received on the same day, the Dutch company MSREF (Morgan Stanley Real Estate Funds) International Holdings Coöperatief, UA, controlled by Morgan Stanley(5)_{declared that on 3 April 2006 through its 100%-owned}

subsidiary MSREF Grillet BV, it had indirectly dropped below the two thirds, 50%, one third, 25% ownership thresholds of the capital and voting rights in the Company and then owned indirectly 1,188,338 shares in the Company representing the same number of voting rights, i.e. 21.74% of the existing capital and voting rights(6)_.

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In the same letter, MSREF International Holdings Coöperatief, UA, declared that on 3 April 2006, through its 100% owned subsidiary MSREF Grillet, BV, it had indirectly exceeded the 25%, one third, 50%, two thirds and 90% ownership thresholds of the capital and voting rights in the Company and then indirectly owned 5,105,003 of the shares in the Company representing the same number of voting rights, i.e. 93.39% of the existing capital and voting rights, after the acquisition of all the 3,916,665 new shares issued by the Company to the benefit of Immobilière Groupe Casino and its subsidiary SCI de l’Océan to pay for the contribution made by these companies.

Exceeding the one third ownership threshold of the capital and voting rights in the Company by MSREF International Holdings Coöperatief, UA, resulted in an exemption from the obligation to file a proposal for a public takeover bid(7)_.

In a letter dated 7 April 2006, received on the same day, Immobilière Groupe Casino and its subsidiary SCI de l’Océan, controlled by Casino, Guichard-Perrachon, a limited liability company, declared after a transfer of a portfolio of ten warehouses on 3 April 2006, they had exceeded the 5%, 10%, 15%, 20%, 25%, one third, 50% and two thirds ownership thresholds in the capital and voting rights of the Company and then owned 3,916,665 shares in the Company, representing the same number of voting rights, i.e. 71.65% of the capital and voting rights(8)_.

In the same letter, Immobilière Groupe Casino stated that after the sale of all the 3,916,665 new shares issued by the Company on 3 April 2006 to MSREF Grillet BV, it had dropped below the two thirds, 50%, one third, 25%, 20%, 15%, 10% and 5% ownership thresholds of the capital and voting rights and no longer owned any Company shares.

In the same letter, a declaration of intent was made, by which Immobllière Groupe Casino and its subsidiary SCI de l’Océan stated that they did not intend to acquire control of the Company or to ask to be appointed board members of the Company.

Exceeding the one third ownership threshold of the capital and voting rights in Mines de la Lucette by Immobilière Groupe Casino resulted in an exemption from the obligation to file a proposal for a public takeover bid(9)_.

• On 12 April 2006, Asset Value Investors Ltd. owned 102,847 shares and declared that on 4 April 2005 it had dropped below the ownership threshold of 5% of the capital and voting rights after the capital increase of 3 April 2006.

• On 20 June 2006, MSREF Grillet BV sold all the Company shares it owned to MSREF Turque S.à r.l. In a letter dated 22 June 2006, MSREF Grillet BV declared to the AMF that it had dropped below the 5%, 10%, 15%, 20%, 25%, one third, 50% and two thirds ownership thresholds and no longer owned any Company shares.

In a letter dated 22 June 2006, MSREF Turque S.à r.l declared to the AMF that it had exceeded the 5%, 10%, 15%, 20%, 25%, one third, 50%, two thirds and 90% ownership thresholds of the capital and voting rights in the Company.

In the same letter, a declaration of intent was made, by which MSREF Turque S.à r.l asked the AMF for exemption from the obligation to file a public takeover bid for the Company’s shares, as the sale by MSREF Grillet BV to MSREF Turque S.à r.l was an internal rearrangement of the Company’s shares between entities within the Morgan Stanley Group. MSREF Turque S.à r.l received exemption from the obligation to file a public takeover bid(10)_.

• On 5 July 2006, a cash capital increase was launched for a minimum face value of 204,981,300 euros, by issuing 13,665,420 new shares, with preferential subscription rights. In addition, an allocation without consideration of 5,466,168 share warrants was granted to existing shareholders(11)_.

The capital increase with preferential subscription rights was carried out between 5 July and 3 August 2006(12)_{. At the end of the operation on}

3 August 2006, the Company recorded the execution of a capital increase of 204,981,300 euros, in cash, by the issue of 13,665,420 new shares. At the end of this operation, the majority shareholder, MSREF Turque S.à r.l, owned 93.68% of the capital.

On 4 December 2006 and 7 February 2007, by delegation of authorisation by the board of directors, the Chairman and CEO of the Company reported the exercise of 53,784 share warrants between 6 September and 31 December 2006, and therefore the execution of a capital increase of 224,100 euros, in cash, by the issue of 14,940 new shares.

There were no other significant changes over the last three years.

Changes due to be made to ownership and exemption from the obligation to file a proposal for a public takeover bid relating to the Company’s shares

As at the date of this document, no changes are due to be made to the distribution of capital and no exemption from the obligation to file a proposal for a takeover bid relating to the Company’s shares is due to be requested.

(7) D&I 205C2148 of 13 December 2005 published in the BALO on 16 December 2005. (8) Based on capital of 5,466,168 shares representing 5,466,375 voting rights. (9) D&I 205C2148 of 13 December 2005 published in the BALO on 16 December 2005. (10) D&I 206C1026 of 31 May 2006 published in the BALO on 2 June 2006.

(16)

Disclosure thresholds

Pursuant to article L. 233-7 of the French Commercial Code, any individual or legal entity, acting alone or in concert, who exceeds or drops below the ownership thresholds of one twentieth, one tenth, three twentieths, one fifth, one quarter, one third, one half, two thirds, eighteen twentieths or nineteen twentieths of the capital or voting rights in the Company must report this to the Company as well as to the AMF within five trading days.

Apart from the thresholds provided for in article L. 233-7 of the French Commercial Code, by application of the articles of association, any individual or legal entity who owns or may own, either directly or indirectly, a number of shares representing more than 2% of the capital or voting rights in the Company must report this fact to the Company, by registered letter with a delivery receipt, within fifteen days of such threshold being crossed and state their identity, and if applicable, the identities of the persons acting with them. This same obligation to inform applies each time an addi-tional 2% of the capital or voting rights in the Company is acquired, or when the amount owned drops by 2% or any multiple of 2%.

If the above stipulations are not complied with, the penalties set forth in article L. 233-14 of the French Commercial Code will be applied, provided that a request to this effect made by one or more shareholders holding at least 2% of the share capital or voting rights is entered in the minutes of the general shareholders’ meeting.

Statutory distribution of profits (articles 35 and 36 of the articles of association)

The distributable profit comprises the profit for the financial year minus prior losses and funds placed in reserve(13)_{by application of the law and}

articles of association, plus any profits carried forward.

This profit is to be divided among all the shareholders in proportion to the number of shares owned by each of them.

However, after setting aside the funds placed in reserve by application of the law, the general shareholders’ meeting may, at its own discretion, set aside any funds into any optional ordinary or extraordinary reserves, or carry funds forward, and decide to distribute funds taken from the reserves available to it, with an explicit indication of the specific reserve accounts from which such funds are taken.

Apart from a capital decrease, no distribution can be made to the shareholders when the shareholder equity is or would be thereafter, lower than the capital plus reserves blocked by law or the articles of association from being distributed. A revaluation difference may not be distributed. It may be incorporated in whole or in part into the capital.

If a balance sheet drawn up during or at the end of the financial year and certified by an statutory auditor shows that the Company, since the end of the previous financial year, after setting aside the amortisation funds and provisions required and after deducting any losses from previous years and funds to be placed in reserve, by application of the law or the articles of association, has made a profit, advances on dividends may be distrib-uted prior to the approval of the accounts for the year. The amount of these advances may not exceed the amount of the profit so defined. Dividends may not be claimed back from shareholders unless the distribution was executed in violation of the legal regulations and the Company determines that the beneficiaries knew that the distribution was not allowed when it took place or could not have been unaware of it given the circumstances. When applicable, reclaim of dividends is barred three years after the issue for payment of these dividends.

(17)

Internal regulations of the board of directors

On 19 December 2006, the board of directors adopted its internal regulations and a director’s charter to create an ethical framework governing a director’s duties, potential conflicts of interest, procedures for multiple appointments, attendance at board meetings and confidentiality.

Apart from the principles contained in the director’s charter, the internal regulations of the board of directors also defines the operating procedures for the board of directors, the rules for paying directors’ fees to directors based on their frequency of attendance (up to the total amount of directors’ fees approved by the general shareholders’meeting), and sets limits on the authorisation of the CEO.

Other bodies

On 19 December 2006, the board of directors decided to create committees from within its membership to facilitate the operations of the Board and provide effective support to prepare for its decisions.

THE INVESTMENT COMMITTEE

On 19 December 2006, the board of directors decided to replace the Management Committee by the Investment Committee, with a more focused mandate and fewer members.

The task of the Investment Committee, created by a board decision on 19 December 2006, is to:

• review the investment and divestment strategy, and ensure that any planned acquisitions and sales are aligned with this strategy; • issue a favourable or unfavourable opinion, which is non-binding, on any proposal submitted to it;

• if applicable, to present a report to the Board on any investment proposal submitted to it, which it has examined and for which the Investment Committee has issued an opinion, whatever the opinion may be.

The Investment Committee is responsible for (i) issuing an advance non-binding opinion on investment or divestment proposals falling within the scope of the CEO’s decision-making authorisation, and (ii) issuing an advance non-binding opinion on investment and divestment proposals, whatever the operation planned, the kind of financing or changes to business plans approved previously by the Board, falling within the exclusive scope of the decision-making authorisation of the Board.

The members of the Investment Committee are Messrs Stéphane Theuriau, Chairman & CEO and also Chairman of the Investment Committee, Adrien Blanc, permanent representative of a corporate board Member, Pascal Duhamel, director, Thomas Guyot, director of acquisitions at one of the Company’s subsidiaries, Éric Pinon, chief financial officer.

AUDIT COMMITTEE

The Audit Committee was created by the board on 19 December 2006 and its role is to provide assistance to the Board in relation to examining and drawing up the annual and half-yearly accounts for the Company and its subsidiaries.

For this purpose, the Audit Committee has the power to examine the annual and half-yearly financial statements for the Company and the Group and the associated reports before they are submitted to the Board, to interview particular employees as well as the statutory auditors and any external consultants that it deems necessary.

The Audit Committee may also examine and formulate an opinion on the candidates for statutory auditors as well as all the relationships they have with the Company and/or the Group and on the requested fees.

More generally, the Audit Committee has the power to ensure that the Company and/or the Group have the appropriate means to prevent risks and irregularities in the management of the Company’s and Group’s affairs.

The members of the Audit Committee are Messrs Adrien Blanc, permanent representative of a corporate board member, Éric Pinon, chief financial officer, and Francis Berthomier, a director deemed independent by the Board, although this status does not fit the criteria for an independent director generally accepted in corporate governance. Mr. Francis Berthomier is also Chairman of the Audit Committee.

(18)

Board members’ appointments

Mr Stéphane Theuriau Chairman & CEO

Date of appointment: 3 April 2006 (director) – 6 September 2006 (Chairman & CEO)

Term of appointment ends: general shareholders’ meeting called to approve the accounts for the 2008 financial year. Business address: Mines de la Lucette – 7, rue Scribe – 75009 Paris

Biography

A graduate of the Lyon School of Management, in 1998 Mr Theuriau set up and headed the Paris office of the Morgan Stanley. As the “Head of Morgan Stanley Real Estate Funds” France, he made real estate investments of over 2.5 billion euros, set up partnerships with Foncière des Régions and organised the acquisition of interests in Altarea and Korian. Since 2003, as “Head of Investing Europe” at Morgan Stanley in London, managing director, Mr. Theuriau has been responsible for investments worth over 30 billion euros in Germany, Great Britain, Spain and France. He was appointed a director of the Company at the general shareholders’ meeting of 3 April 2006 and Chairman of the Board and CEO of the Company at the Board meeting of 6 September 2006.

Other appointments and positions held in 2006 • Chairman of the following companies:

M2L Gestion, SAS MILU Investissements • Manager of the following companies:

Sarl Landes, SCI Volnay,

SCI Gascogne, SCI Vosne,

Sarl Breton, SCI Mondotte,

SCI Savigny, Sarl Libourne,

Sarl Garonne, SCI 21,

Sarl Odet, SCI Chinon,

SCI Dordogne, SNC Saint-Ouen Évry,

SCI Loire, SCI Saint-Ouen Biron,

SCI Seine, SCI Évry Mozart,

SCI Chambolle, SCI Évry Européen,

SCI Chassagne, SNC Trois Fontanot,

SCI Chorey, SCI Charenton de Gaulle,

SCI Conti, SCI Nanterre Étoile Park,

SCI Morey, SCI Antony Renaissance.

Other appointments and positions held in foreign countries in 2006 Germany:

• Director of DIC Asset Mr Pascal Duhamel Director

Date of appointment: 27 June 2006

Term of appointment ends: general shareholders’ meeting called to approve the accounts for the 2011 financial year. Business address: Morgan Stanley – 61, rue de Monceau – 75008 Paris

Biography

A 1985 graduate of the HEC Business School in Paris, Mr. Pascal Duhamel joined Morgan Stanley in 1998. He is currently managing director in the Real Estate, Investment Banking division in Paris where he has particular responsibility for real estate investment funds in France, Spain and Belgium. Mr. Duhamel is also responsible for managing Morgan Stanley’s Core funds in Europe. In this capacity, he is chief operating officer of the Eurozone Office Fund (a Luxembourg mutual fund) and is Head of Morgan Stanley KAG (a real estate management company located in Frankfurt). Mr Duhamel acquired extensive, varied experience in real estate at the Bouygues group. At Archon, a Goldman Sachs subsidiary, he led the team responsible for development operations.

Mr Duhamel’s Board appointment was renewed for a six-year term at the General shareholders’ meeting of 27 June 2006. Mr. Duhamel resigned from his positions as Chairman of the Board and CEO at the Board meeting of 6 September 2006, but remains as a director of the Company. Other appointments and positions held in France on 31 December 2006

• Director of the following companies: Altarea, Ogic • Manager of the following companies:

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• Joint manager of TEPIA

• Chairman of the following companies: SNC Caudron,

ZEUS 1 SAS, ZEUS 4 SAS, ZEUS 7 SAS.

Morgan Stanley Properties France • Board member of Icade.

Other appointments and positions held in foreign countries on 31 December 2006 Luxembourg:

• Director of the following companies: MSEOF Finance Sarl,

MSEOF Holding Sarl, MSEOF Manager Sarl Italy:

• Director of Core One SRL Spain:

• Member of the Board of Grupo Lar • director of the following companies: Desarollos Lar Sol MS, SL,

Lar Sol MS, SL,

Puente Genil Retail Assets, SL, Navalmoral Retail Assets, SL, Puertollano Retail Assets, SL. Mr Francis Berthomier Director

Term of appointment ends: general shareholders’ meeting called to approve the accounts for the 2006 financial year. Business address: LCH Clearnet – Le Centorial – 18, rue du 4-Septembre – 75008 Paris

Biography

Mr Berthomier is 39 years old and a graduate of the Amiens Graduate Business School, and holds a Diploma in Advanced Accounting Studies and Finance. After seven years as a statutory auditor with PricewaterhouseCoopers in Paris and then in London, he joined Morgan Stanley in 1998 as director of Finance for France and then for the whole of continental Europe. Since September 2005, he has been the director of Finance for the LCH. Clearnet Group, where he is also a member of the Management Committee.

Other appointments and positions held in 2006

• Director of LCH. Clearnet Group Limited and LCH. Clearnet PLP Limited Mr Robert Falls

Director

Term of appointment ends: general shareholders’ meeting called to approve the accounts for the 2007 financial year. Business address: Morgan Stanley – 25, Cabot Square – Canary Wharf – Floor 05 – London E14 4QA

Biography

Mr Falls holds the position of executive director of Morgan Stanley and co-Head of Asset Management for Europe in London for Morgan Stanley’s European Real Estate Principal Investing group. Before joining Morgan Stanley in 2002, Mr Falls was the Marketing director of the Sovereign Land real estate company, a joint venture with CSFB. He was also director of the Proprietary Principal Transactions Group at CSFB. Previously, at Erste Bank, Mr Falls managed senior and mezzanine loan operations for seven years. He is a graduate in modern languages from Fitzwilliam College Cambridge University.

Other appointments and positions held in France on 31 December 2006 • Director of the following companies:

Carlton Danube Cannes SNC, SCH Résidence (France) SNC,

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Other appointments and positions held in foreign countries on 31 December 2006 Austria:

• Director of the following companies: Danube Hotel Betriebsgesellschaft GmbH, MSREF Danube Erste Hotel-Holding GmbH, MSREF Danube Zweite Hotel-Holding GmbH Italy:

• Director of Dellaville Srl. United States, Delaware:

• Chairman of the Board of the following companies: Drake Circus GP LLC,

Elizabeth House GP LLC

• Director of the following companies: MSQ Co-Investment Partnership IV LP, MSQ GP, LLC

England:

• Director of the following companies:

2-6 Eaton Gate Ltd, Executive Offices (London) Ltd,

53 Davies Street Ltd, First Serviced Offices GP Ltd,

Argyll Business Centres Holdings Ltd, First Serviced Offices Ltd,

Argyll Business Centres Ltd, Industrious Asset Management UK Ltd,

Business Centers Ltd, Kendor Ltd,

Business Centres Director Ltd, Leadenhall Court (GP) Ltd,

Business Centres London Ltd, Leonora Estates (Plymouth) Ltd,

Business Centres Secretary Ltd, MSREF (East India UK II) Ltd,

Canary Wharf Group Plc, MSREF (East India UK) Ltd,

Central Court Ltd, MSREF (Leadenhall Court UK) Ltd,

Chambercroft Ltd, MSREF (UK) Ltd,

Chamberflame Ltd, MSREF (UK Mezzco III) Ltd,

Corpnex Acquisitions Ltd, MSREF (UK Mezzco II) Ltd,

Corpnex Ltd, MSREF (UK Mezzco I) Ltd,

Drake Property Holdings Ltd, MSREF (Welbeck Street UK) Ltd,

Drake Property Nominee (No. 1) Ltd, Nexus Cornhill Ltd,

Drake Property Nominee (No. 2) Ltd, Officehound Ltd,

East India Dock (GP) Ltd, Omega Land Ltd,

Elizabeth Property Holdings Ltd, One Cornhill Ltd,

Elizabeth Property Nominee (No. 1) Ltd, Palladia Ltd,

Elizabeth Property Nominee (No. 2) Ltd, Rangeflat Ltd,

Elizabeth Property Nominee (No. 3) Ltd, Serviced Offices Ltd,

Elizabeth Property Nominee (No. 4) Ltd, The Welbeck Street Partnership,

EOG Business Services Ltd, Welbeck Street (GP) Ltd,

EOG (Lombard Street) Ltd, 16 OQS Limited,

EOG Serviced Offices Ltd, ASK Investments Ltd,

EOG (UK) Ltd, Aurora (General Partner) 1 Ltd

EOG (Management) Ltd, EOG (Wyvols Court) Ltd, Executive Offices Group Ltd, Executive Offices Ltd, Jersey:

Alban Gate Estates II Ltd, Elizabeth Investments (No. 2) Ltd,

Alban Gate Estates I Ltd, Elizabeth Investments (No. 3) Ltd,

Appold (Jersey) Ltd, Elizabeth Investments (No. 4) Ltd,

Drake Circus Investments (No. 1) Ltd, Fontville Ltd,

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MSREF (EIQ) IV Ltd, MSREF (Jersey) Ltd,

MSREF (EIQ) III Ltd, MSREF (Welbeck) II Ltd,

MSREF (EIQ) II Ltd, MSREF (Welbeck) I Ltd,

MSREF (EIQ) I Ltd, MSREF (Welbeck) Ltd,

MSREF (EIQ) Ltd, Omega Land Nominees Ltd,

MSREF (Jersey) III Ltd, Waterloo Trustee Ltd,

MSREF (Jersey) II Ltd, Noble Holdings Ltd,

MSREF (Jersey) I Ltd, MSREF VI Aurora Ltd

Madeira:

Seea – Leea – Serviços de Consultadoria Económica e Comercial Lda, Towzica – Comercio, Serviços de Consultadoria e Investimentos Lda Spain:

Navalmoral Retail Assets SL, Puertollano Retail Assets, SL,

Puente Genil Retail Assets SL, Hotelera el Carmen SL

Sweden:

• Director of MSREF V Investments AB Hungary:

• Director of the following companies: Kairos Szalloda Kft,

MSREF Danube Hotel Kft Germany:

Danube Holding (Germany) GmbH, Danube Verwaltung GmbH,

Danube Holding GmbH & Co. KG, Frankfurt Danube Hotels GmbH

Danube Hotel Betriebsgesellschaft GmbH, The Netherlands:

68 Brook Street, MSREF VI Kairos BV,

First Serviced Offices Holdings BV, MSREF VI Danube BV,

First Serviced Offices Real Estate Holdings BV, MSREF Lydgate BV,

Ifanco Consultancy BV, Cascata BV,

MSREF V Galileo BV, BV Amstel Hotel Maatschappij,

MSREF V Tulip BV, BHR Overseas (Europe) BV,

MSREF V Saturnus BV, Omega Land BV,

MSREF V Rooster BV, Omega Land Holding II BV,

MSREF V Pluto BV, Omega Land Holding I BV

MSREF Turque S.à r.l Director

Type of company: limited liability corporation under Luxembourg law Share capital: 12,500 euros

Registered office: 9, rue Schiller – L-2519 Luxembourg Registration no. B117220

Term of appointment ends: general shareholders’ meeting called to approve the accounts for the 2006 financial year. Permanent representative: Mr Adrien Blanc

Chief position outside the Company held by Mr Adrien Blanc: vice-president of Morgan Stanley Properties France Other appointments and positions held in France on 31 December 2006 by Mr Adrien Blanc:

Altarea, SNC Foncière Palmer,

Chips Holding Sarl, SNC Palmer Plage,

Chips Plage Sarl, SNC Palmer Transactions,

(22)

Other appointments and positions held in foreign countries on 31 December 2006 by Mr Adrien Blanc Jersey:

Industrious Holdings, Ltd, Industrious Warehousing Ltd,

Industrious Guarantee Company Ltd, Pintscripe Ltd,

Industrious MTL Security Ltd, Garville Ltd

United States:

MSQ Co-Investment Partnership IV, LP, MSREF V Green Investments GP LLC.

MSQ GP, LLC, The Netherlands:

68 Brooke Street BV, 78 Fenchurch Street BV,

103 Colmore Row BV, 8 Park Row BV,

103 Colmore Row (2) BV, 8 Park Row (2) BV,

11 Angel court BV, Cascata BV,

130 Newington Butts (2) BV, First Serviced Offices Holdings BV,

130 Newington Butts BV, First Serviced Offices Real Estate Holdings BV,

1 Aldgate Union Retail BV, Ifanco Consultancy BV,

1 Aldgate (2) Union Retail BV, MSREF V Galileo BV,

1 Finsbury Square BV, MSREF V Pluto BV,

1 Finsbury Square (2) BV, MSREF V Saturnus BV,

1 Sandyford BV, MSREF V Tulip BV,

22 Queen Square BV, Goodmans Fields I BV,

2 Aldgate Union BV, Goodmans Fields II BV,

2 Aldgate Union (2) BV, Goodmans Fields II (2) BV,

34 Henrietta Street BV, Drapers Gardens BV,

34 Henrietta Street (2) BV, Drapers Gardens (2) BV,

41 Lothbury BV, Edridge Road BV,

42 Leicester Square BV, MSREF V Rooster BV,

42 Leicester Square (2) BV, MSREF V Emerald BV,

42 St Andrew’s Square BV, Redland House BV,

50 West Register Street BV, St James House BV,

67 Lombard Street BV, St James (2) BV

67 Lombard Street (2) BV,

Over the last five years, as far as the Company is aware, no member of the board of directors or management of the Company: • has been condemned for fraud or been charged with or been issued with an official public sanction by legal or regulatory authorities; • has been involved in a bankruptcy, receivership or liquidation as a manager or company officer;

• has been prohibited from acting as a member of a board of directors, management board or supervisory board or taking part in the management of a company.

Conflicts of interest for members of the Board

As far as the Company is aware, there are no potential conflicts of interest between the duties of the members of the board of directors towards the Company and their private interests or other duties.

Under the terms of the director’s charter, which forms part of the internal regulations of the Board, a Board member must inform the Board of any situation where there is a conflict of interest, even if only potential, and must refrain from taking part in the voting on any proposals before the Board where such a conflict of interest could exist.

There is no arrangement or agreement reached between the Company’s majority shareholders, clients, suppliers or others by virtue of which a Board member was appointed.

Directors’ interests in the Company’s capital

(23)

SERVICE CONTRACTS BETWEEN MEMBERS OF THE BOARD AND THE COMPANY OR ONE OF ITS SUBSIDIARIES PROVIDING FOR BENEFITS IN EXCHANGE FOR SERVICES

There are no contracts of this kind between members of the Board and the Company or any of its subsidiaries. COMPENSATION AND BENEFITS

Compensation and benefits paid to the members of the Board are listed in the management report in section 5 of this registration document. RETIREMENT SCHEME

The Company currently has no retirement scheme for executives.

NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES IN 2006 The board of directors met 13 times in the 2006 financial year.

The average attendance rate for the members of board in 2006 was 79%.

The Investment Committee and Audit Committee, created by the Board on 19 December 2006, were unable to hold their first meetings prior to 31 December 2006.

Declaration on corporate governance

The Company’s intention is to conduct its actions and operations of its management bodies in accordance with best practices for corporate governance, and in particular to apply the recommendations in the report by the French Association of Private Enterprises (AFEP) and the French Enterprise Movement (MEDEF) issued in October 2003, in so far as these recommendations are compliant with the Company’s size and organisational structure.

Benefits granted to Group employees

STOCK SUBSCRIPTION OR STOCK PURCHASE OPTIONS

In 2006, the Company set up a stock subscription or stock purchase options plan for salaried employees of related companies in application of the provisions of article L. 225-180-1 paragraph 1 of the French Commercial Code.

The term of the option plan is six years, and the beneficiaries are allowed to exercise fractions of the options they receive, with restrictions on sales. However, the options may be exercised early if there is a change in control, on the anniversary date of such a change in control or the sixth anniver-sary of the allocation of the options.

The plan set up in 2006 for salaried employees of related companies covered three Group employees who are not company officers or members of the Board. The subscription price was fixed at 29.02.

ALLOCATION OF SHARES WITHOUT CONSIDERATION

On 27 April 2006, by virtue of the authorisation approved by the combined general shareholders’ meeting of 3 April 2006, the board of directors approved the allocation of 18,850 shares granted without consideration to three beneficiaries. These beneficiaries are Group employees who are not company officers or members of the Board.

The acquisition period after which the allocation of the shares to the beneficiaries will be final was fixed at two years. The lock-in period for the shares so allocated is fixed at two years.

Stock subscription or stock purchase options

Date of the shareholders’ meeting 3 April 2006

Date of the Board meeting 21 August 2006

Starting date for exercise 21 August 2008

Expiry date 21 August 2012

Number of options granted 55,660

Parity for exercising options 1

Subscription or purchase price €29.02

Number of shares subscribed or purchased 0

Number of options which may be exercised 0

Allocation of shares granted without consideration

Date of the shareholders’ meeting 3 April 2006

Date of the Board meeting 27 April 2006

Date of final allocation 27 April 2008

End of lock-in period 27 April 2010

(24)

1. Activities and consolidated results

23 Significant events during the year 23 Acquisitions

23 Disposals

24 Capital increases associated with acquisitions 24 Change in Shareholder

24 Capital operations 24 Change of Chairman & CEO 24 Development projects

25 Accounting standards – Change in methods and presentation

25 Key figures

25 Analysis and comments on business and results by sector

25 Analysis and comments on business 26 Analysis and comments on results 26 Operating profit

29 Financial result 30 Net results 30 Recurring cash flow

31

2. Property and net asset value

31 Property 31 Changes in property 31 Property valuation 31 Office properties 32 Warehouse properties 32 Other properties 32 Net asset value (NAV) 32 Calculation method for NAV 32 Consolidated shareholder equity 32 Mark-to-market debt

33 Calculation table

33 Net asset value at replacement cost 33 Net asset value at liquidation

33

3. Financial resources

33 Debt structure 34 Debt breakdown 34 Debt maturity 34 Average cost of debt 35 Financial structure

35 Financial structure ratios and bank covenants 35 Risk management – Hedging policy

35

4. Corporate result of the parent company

35 Key figures

36 List of subsidiaries and equity interests 38 Distribution and monitoring

of distribution obligations

38 Information about the breakdown capital 38 Share capital and changes over the year

39 Disclosure thresholds

39 Securities giving access to capital 40 Liquidity contract, share buyback program 40 Liquidity contract

40 Share buyback program

40

5. Human resources

40 Employment

40 Group payroll as at 31 December 2006

40 Work organisation, career and skills management 41 Compensation policy

41 Simplified organisation chart

42

6. Company officers

42

7. Social and environmental consequences

of the Group’s business

43

8. Insurance – Coverage for risks

43

9. Recent events

43

2006 REGISTRATION DOCUMENT NEW NAME FOR MINES DE LA LUCETTE SUBJECT TO APPROVAL BY THE GENERAL SHAREHOLDERS MEETING TO BE HELD ON 24 MAY 2007

2006

REGISTRATION

DOCUMENT

CONTENTS

Description of the Company

Investment policy and business markets

1. DESCRIPTION

Simplified Group organisation chart

Judicial and arbitration proceedings

Selected financial information

Description of Group properties

Company name and registered office

Legal form and applicable law

Nationality

Formation and term of the Company

Corporate purpose (article 2 of the articles of association)

2. GENERAL INFORMATION

Trade and Companies Register

Financial year (article 33 of the articles of association)

Consequences of opting for SIIC status

General shareholders’ meetings

Consultation of corporate documents

Share capital and type of shares

Transfer of shares

Authorisation for capital increases

Other securities giving access to capital

Changes in capital

Number of voting rights

Changes in ownership structure as at 31 December 2005 and 2006

Description of the majority shareholder: MSREF Turque S.à r.l

3. OWNERSHIP STRUCTURE

AND VOTING RIGHTS

Liens on registered shares

Main changes in distribution of capital over the last three years

Disclosure thresholds

Statutory distribution of profits (articles 35 and 36 of the articles of association)

Internal regulations of the board of directors

Other bodies

Board members’ appointments

Conflicts of interest for members of the Board

Directors’ interests in the Company’s capital

Declaration on corporate governance

Benefits granted to Group employees

CONTENTS

1. Activities and consolidated results

2. Property and net asset value

3. Financial resources

4. Corporate result of the parent company

5. Human resources

6. Company officers

7. Social and environmental consequences

of the Group’s business

8. Insurance – Coverage for risks

9. Recent events

10. Future prospects

MANAGEMENT’S DISCUSSION

AND ANALYSIS