SECTION 822-12

Where the company called to issue capital securities is absorbed by another company, or merges with one or more other companies to form a new company, or demerges, holders of securities giving access to capital shall exercise their rights in one or more companies benefiting from the contributions. Article 804 above is not be applicable, except otherwise stipulated in the issue agreement. The number of capital securities of the absorbing or new company or companies to which holders of securities giving access to capital may claim shall be determined by correcting the number of securities that are scheduled to be issued or to be allotted in the issuance agreement considering the number of shares to be issued by the company or companies benefiting from contributions. The contributions auditor shall give an opinion on the number of shares thus determined. The approval or a proposal to merger or demerger by the shareholders of the company or companies benefiting from the contributions or of the newly created company or companies, implies a renunciation by such shareholders waive their pre-emptive subscription right mentioned in article 822-1 above for the benefit of holders of securities giving deferred access to capital. The company or companies benefiting from contributions or the new company or companies shall be automatically replace the issuing company in its obligations to holders of said securities.