SECTION 193

All the companies involved in a merger or a division operation shall prepare a draft merger or division document which shall be adopted by the board of directors, the managing director or the manager(s), as the case may be, of each of the companies involved in the operation. The said document shall contain the following information: 1°) the form, name and registered office of all the participating companies; 2°) the reasons and terms of the merger or division; 3°) a description and an evaluation of the assets and liabilities to be transferred to the acquiring or new companies; 4°) the terms of transfer of the shares or stocks and the date from which such shares or stocks give entitlement to profits, as well as any special conditions relating to such entitlement, and the date from which the operations of the acquired or split company shall be considered completed from the accounting standpoint by the companies receiving the contributions; 5°) the dates on which the accounts of the companies concerned which were used to establish the terms of the operation were adopted; 6°) the report on the exchange of company entitlements and, where necessary, the amount of the cash adjustment; 7°) the projected amount of the merger or division bonus; 8°) the rights other than shares, the rights granted to members having special rights, as well as special benefits, where necessary.