SECTION 671

The mergersis decided by the extraordinary general meeting of each company involved in the transaction. The merger is subject, where applicable, in each company involved in the transaction, to ratificationby the special meetings of shareholders referred to in article555 above. Any decision taken in violation of the first and second paragraphs of this article shall be null. P. 183 of 267 The board of directors or, where applicable, the general director of each of the companies involvedin the transaction shall prepare a report that is made available to the shareholders. Such report shall explain in detail and justify the project from a legal and economic standpoint, especially with regards to share-exchange ratio and methods of evaluation used,whichhave to be the same for all the companies concerned and, where appropriate, specific valuation difficulties. Such deliberations conducted without the report of the board of directors or, where appropriate, the general director shall be null. Decisions may be cancelled in the event the report does not contain all the informationcontemplated in this paragraph.