Subsection 1: Cross-border mergers

I.-The report of the management, executive or administrative body drawn up pursuant to the first paragraph of Article L. 236-36 by each company participating in the merger shall explain and justify the draft terms of cross-border merger in detail, in terms of its legal and economic aspects, and the consequences of the draft terms of merger for members, for employees and for the future business of the company.

The report shall include a section for members and a section for employees. It includes a section for shareholders and a section for employees. The company may decide to draw up a single report containing these two sections or two separate reports for members and employees respectively.

II. II - The section of the report intended for members explains, in particular:

1° The share exchange ratio and the valuation methods used, which must be consistent for the companies concerned;

>The share buyback offer to shareholders 2° The buyback offer made to members in accordance with Article L. 236-40 and the method used to determine it;

>The rights and remedies available to members in accordance with Article L. 236-40 3° The rights and remedies available to members, in accordance with Articles L. 236-40 and L. 236-41;

The section of the report addressed to the members is not compulsory where all the members of the company have agreed to waive this requirement;

Single-member companies are not required to submit a report to the members. Single-member companies are not subject to the obligation set out in this II.

III. III.-The section of the report intended for employees explains, in particular:

1° The implications of the merger for employment relations and, where appropriate, the measures to be taken to preserve those relations;

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2° Any significant changes in the applicable terms and conditions of employment or in the location of the company;

3° The manner in which the factors set out in 1° and 2° affect the company's subsidiaries;

The section of the report intended for employees is not compulsory if the company and any of its subsidiaries have no employees other than those belonging to the administrative or management body.

IV. IV - The report or reports drawn up pursuant to this Article, together with the draft terms of merger, shall be made available to members and to the employee representatives or employees by electronic means at least six weeks before the date of the general meeting called to decide on the draft terms of cross-border merger. However, where approval of the merger by the Extraordinary General Meeting of the acquiring company is not required in accordance with II of Article L. 236-9, the report(s) referred to in I of this Article shall be made available, in accordance with the procedures set out in the previous paragraph, at least six weeks before the date of the General Meeting of the other merging company or companies.

Where the report(s) referred to in I of this Article are made available, in accordance with the procedures set out in the previous paragraph, at least six weeks before the date of the General Meeting of the other merging company or companies. When it is sent at least six weeks before the general meeting referred to in the first paragraph, the opinion of the social and economic committee or, in its absence, of the employee delegates is appended to the report.