SECTION 822-5

The issue of securities giving access to capital or giving the right to allotment of debt securities governed by this Title shall be authorized by the extraordinary general meeting of shareholders in accordance with articles 562 to 572 and 588 to 618 above. Any decision taken in violation of this provision shall be null. The meeting shall decide based on the report of the board of directors or the president of the simplified public limited company or the general director, as the case may be, and on the special report of the auditors. The reports shall describe, among other things, the characteristics of the securities giving right to allotment of debt securities or giving access to capital, the terms for allotment of debt or capital securities, to which these securities give right, as well as the dates on which the rights of allotment may be exercised. In case of issuance of securities giving right to allotment of debt securities composed only of debt securities, the report of the auditor shall address the company debt situation, excluding the choice of items used to calculate the issue price. Where the capital increase is realized while retaining the pre-emptive subscription right, the auditor shall give his opinion on the proposed issuance and on the choice of items used to calculate the issue price and its amount. Resolutions passed in the absence of the report of the board of directors or of the general director, as the case may be, and of the auditor provided for in this article, shall be null. These resolutions may be cancelled in case the report does not include all information prescribed in this article.