S.L. 386.26 Art. 12Shareholder protection.

(1) When a Maltese company being divided approves the draft terms of division by extraordinary resolution in accordance with regulation 11, it shall be required to redeem the shares held by any dissenting shareholders who so request, for adequate cash compensation in accordance with the conditions laid down in this regulation provided that, as a result of the cross‐border division, they would acquire shares in the recipient companies which would be governed by the law of a country or jurisdiction other than Malta.

(2) Any dissenting shareholders wishing to exercise the right referred to in sub-regulation (1) must declare to the company being divided their decision to exercise their right to have their shares redeemed. The declaration must be made in writing and must be received by the company not later than one (1) month after the general meeting referred to in regulation 11.

(3) Without prejudice to sub-regulation (4), upon receipt of any declarations in accordance with sub-regulation (2), the company being divided shall redeem the shares held by the dissenting shareholders and pay the cash compensation specified in the draft terms of the cross-border division prior to the date when the cross- border division becomes effective.

(4) Any dissenting shareholders who have declared their decision to exercise the right to have their shares redeemed but who consider that the cash compensation offered by the company being divided has not been adequately set may, by means of an application filed in Court not later than one (1) month after the general meeting referred to in regulation 11, request the company to pay additional cash compensation. The Court shall decide the application on its merits within not more than thirty (30) days from the date of service of the application on the company being divided.

(5) Any shareholders of the company being divided who did not have or did not exercise the right to dispose of their shares, but who consider that the share-exchange ratio set out in the draft terms of the cross-border division is inadequate, may dispute that ratio and claim a cash payment. Where no agreement is reached, an application may be filed in Court by the relevant shareholders not later than one (1) month after the general meeting referred to in regulation 11, requesting an additional cash payment from the company being divided and the Court’s judgement on such matter shall be binding on the recipient companies and, in the event of a partial division, also on the company being divided. The Court shall decide the application on its merits within not more than thirty (30) days from the date of service of the application on the company being divided. Where an application has been filed before the Court in terms of this regulation, the Registrar may nonetheless issue the pre-division certificate, as long as the Registrar indicates in the certificate that such an application has been filed and that the proceedings relating thereto are ongoing.

(6) Where one (1) or more shareholders of the company being divided dispute the share-exchange ratio in accordance with sub-regulation 5, the recipient company concerned and, in the event of a partial division, also the company being divided, can provide shares or other compensation instead of a cash payment.

(7) The substantive merits of any disputes relating to the shareholders’ rights arising under this regulation 12 shall be decided in accordance with the laws of Malta and, without prejudice to any valid and binding arbitration agreement recognised by the laws of Malta, any such disputes shall be subject to the exclusive jurisdiction of the Courts in Malta.