Section 1: Merger

Any joint stock company participating in a merger operation shall make the following documents available to its shareholders at its registered office at least thirty days before the date on which the general meeting or competent body is called upon to vote on the draft terms of merger:

1° The draft terms of merger;

2° Where applicable, the reports referred to in articles L. 236-9 and L. 236-10 when the operation is carried out between public limited companies;

3° The annual accounts approved by the general meetings and the management reports for the last three financial years of the companies involved in the operation ;

4° An accounting statement prepared using the same methods and in the same format as the last annual balance sheet, drawn up as at a date which, if the last annual accounts relate to a financial year ending more than six months before the date of the draft terms of merger, must be less than three months before the date of the draft terms of merger or, where applicable, the half-yearly financial report provided for in Article L. 451-1-2 of the Monetary and Financial Code, where this has been published.

For the application of 3°, if the transaction is decided before the annual accounts for the last financial year have been approved, or less than thirty days after their approval, the shareholders shall be provided with the approved and certified accounts for that financial year and the approved annual accounts for the two previous financial years, as well as the management reports. If the Board of Directors has not yet approved them, the accounting statement referred to in 4° and the approved annual accounts for the two previous financial years, together with the management reports, shall be made available to the shareholders.

Any shareholder may, on simple request and free of charge, obtain a copy of all or part of the aforementioned documents.

In addition, any limited liability company to which Article L. 236-10 is applicable shall make available to its members, under the conditions provided for above, the report provided for in that Article. In the event of a written consultation, this report is sent to the members together with the draft resolution submitted to them.