MERGER CONTRIBUTIONS. The Acquired Companies contribute to the Acquiring Company, by way of merger, pursuant to articles L. 236-1 et seq. of the French Commercial Code and articles D. 254 et seq of the Decree (Décret) dated March 23, 1967, as accepted by Mr. Henri de Castries, ex officio, under general warranties in-fact or at-law, all of the assets and liabilities making up their entire estate (patrimoine), it being acknowledged that: – the assets contributed to the Acquiring Company and the liabilities undertaken by it, described and listed below, were included in the estate of the Acquired Companies as of December 31, 2004, the ending date of the fiscal year used for the settlement of the merger conditions; – from a tax and accounting point of view, the mergers will take effect retroactively as of January 1, 2005 and that, correlatively, the results of all transactions, affecting the assets or liabilities, undertaken by the Acquired Companies from January 1, 2005 until the completion date of the mergers (which is December 16, 2005, subject to the conditions precedent provided in article 12 of this agreement), will be exclusively to the profit or the responsibility of the Acquiring Company, those operations being deemed to have been accomplished by the Acquiring Company, from an accounting point of view, from the same date; – the following list is, by principle, not a closed list. The present mergers constitute a universal transfer of the assets and liabilities (transmission universelle de patrimoine) making up the entire estate of the Acquired Companies; – the assets and liabilities contributed to the Acquiring Company or under its responsibility, such as they exist on December 31, 2004, are described in more detail in Schedule 8 and 9; – all the assets and liabilities of these companies will be transferred to the Acquiring Company in the state in which they are found at the effective date of the mergers as a result of the completion of the mergers and the universal transfer of the assets and liabilities of the Acquired Companies (transmission universelle de patrimoine). In addition, the merger contributions of the Acquired Companies are agreed upon in accordance with the liabilities, clauses and conditions and, as regards the merger contribution of FINAXA by means of the allocation of the new shares issued by AXA, in accordance with the provisions hereafter.
