S.L. 386.26 Art. 9Independent expert’s report.

(1) An expert acting on behalf of the Maltese company being divided but independent of it and approved by the Registrar, shall examine the draft terms of a cross-border division and draw up a written report for the company’s members. The report shall be made available to the members not less than one (1) month before the date of the general meeting referred to in regulation 11.

(2) The report shall include the expert’s opinion as to whether the cash compensation and the share exchange ratio are adequate. When assessing the cash compensation, the expert shall consider any market price of the shares in the company being divided prior to the announcement of the division proposal or the value of the company excluding the effect of the proposed division, as determined in accordance with generally accepted valuation methods.

(3) The report shall at least:

(a) indicate the methods used to determine the cash compensation proposed;

(b) indicate the methods used to arrive at the share exchange ratio proposed;

(c) state whether the methods used are adequate for the assessment of the cash compensation and the share exchange ratio, indicate the value arrived at using such methods and give an opinion on the relative importance attributed to those methods in arriving at the value decided on; and

(d) describe any special valuation difficulties which have arisen.

(4) The expert shall be entitled to obtain from the company being divided all information necessary for the discharge of his duties.

(5) Neither an examination of the draft terms of cross-border division by an independent expert nor an independent expert report shall be required if all the members of the company being divided have so agreed or if the company being divided is a single-member company.