SECTION 672

One or more merger auditor (s), appointed by the competent court, shall prepare, under their professional responsibility, a written report on the terms of the merger. They may obtain all relevant documents from each company and carry out all necessary enquiries. They shall be subject, with respect to the participating companies, to the incompatibilities set forth in article 698 hereinafter. The merger auditor (s) shall verify that the values attributed to the shares of the companies involved in the transaction are fair and reasonable and that the exchange ratio is equitable. The report (s) of the merger auditors shall be made available to shareholders and shall state: 1) the method (s) used to determine the proposed exchange ratio; 2) whether such method (s) is/are adequate in this case and the values to which each of these methods leads, an opinion shall be given on the relative materiality attributed to such method (s) in the determination of the retained value; 3) specific valuation difficulties, if any. Resolutions passed by the general meeting without the report of the merger auditor shall be null. Resolutions may be cancelled in the event the report does not contain all the information contemplated in this paragraph.