SECTION 685

Where the demerger has to be carried out through contributions to new public limited companies, each of the new companies may be formed without any contributions other than those of the demerged company. In this case and ifthe shares of each of the new companies are allotted to the shareholders of the demerged company proportionally to their rights in the capital of this company, there shall be no need to prepare the report referred to in article672 above. In all cases, the draft articles of association of the new companies shall be approved by the extraordinary general meeting of the demergedcompany. New companies formed in violation of this paragraph shall be null. There shall be no need to approve the transaction by the general meeting of each of the new companies.