Article 22
Conditions of merger 1. The management or administrative organ of merging cooperatives shall draw up draft terms of merger. The draft terms of merger shall include the following particulars: (a) the name and registered office of each of the merging cooperatives together with those proposed for the SCE; (b) the share-exchange ratio of the subscribed capital and the amount of any cash payment. If there are no shares, a precise division of the assets and its equivalent value in shares; (c) the terms for the allotment of shares in the SCE; (d) the date from which the holding of shares in the SCE will entitle the holders to share in surplus and any special conditions affecting that entitlement; (e) the date from which the transactions of the merging cooperatives will be treated for accounting purposes as being those of the SCE; (f) the special conditions or advantages attached to debentures or securities other than shares which, according to Article 66, do not confer the status of member; (g) the rights conferred by the SCE on the holders of shares to which special rights are attached and on the holders of securities other than shares, or the measures proposed concerning them; (h) the forms of protection of the rights of creditors of the merging cooperatives; (i) any special advantage granted to the experts who examine the draft terms of merger or to members of the administrative, management, supervisory or controlling organs of the merging cooperatives; (j) the statutes of the SCE; (k) information on the procedures by which arrangements for employee involvement are determined pursuant to Directive 2003/72/EC. 2. The merging cooperatives may include further items in the draft terms of merger. 3. The law applicable to public limited-liability companies concerning the draft terms of a merger shall apply by analogy to the cross-border merger of cooperatives for the creation of an SCE.