Without prejudice to Article 6, Member States needshall not require approval of the division to be approved by the general meeting of the company being divided whereif the recipient companies together hold all the shares of the company being divided and all other securities conferring the right to vote at general meetings of the company being divided, and the following conditions, at least,conditions are fulfilled:
(a)each of the companies involved in the operation must carry out the publication provided for in Article 4 at least one month before the operation takes effect;
(c)one or more shareholders of the company being divided holding a minimum percentage of the subscribed capital must be entitled to require that a general meeting of the company being divided be called to decide whether to approve the division. This minimum percentage may not be fixed at more than 5 %. Member States may, however, provide for the exclusion of nonvoting shares from this calculation;
(b)at least one month before the operation takes effect, all shareholders of companies involved in the operation must be entitled to inspect the documents specified in Article 9 (1), at their company's registered office.office; Article 9 (2) and (3) shall also apply;—————
(d)where a general meeting of the company being divided, required for the approval of the division, is not summoned, the information provided for by Article 7 (3) covers any material change in the asset and liabilities after the date of preparation of the draft terms of division.
For the purposes of point (b) of the first paragraph, Article 9(2), (3) and (4) and Article 10 shall apply.