SECTION 193

All companies involved in a merger or demerger operation shall establish a draft merger or demerger document, as the case may be, which shall be adopted by the board of directors, the general director, the manager (s) of each of the companies involved in the operation. The said draft merger or demerger document shall state: 1) the form, name, registration number in the registry of commerce and securities and the headquarters of all participating companies; 2) the reasons and terms of the merger or demerger; 3) a description and appraisal of assets and liabilities whose assignment to the absorbing or new companies is planned; 4) the terms of transfer of shares or equity interests and the date from which such shares or equity interests give right to profits, as well as any special conditions relating to such right, and the date from which the operations of the absorbed or split company shall be considered completed from an accounting point of view 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 the securities and, where applicable, the amount of cash adjustment; 7) the amount of the merger or demerger premium; 8) rights granted to members with special rights and holders of instruments other than shares and where appropriate, any special benefits.