S.L. 386.27 Art. 6Duty to draw up draft terms of cross-border conversion.

(1) The board of directors of the Maltese registered converting company shall draw up the draft terms of a cross-border conversion. The said draft terms shall include at least the following particulars:

(a) the legal form and name of the company and the COMPANIES

location of its registered office in Malta;

(b) the legal form and name proposed for the converted company in the destination jurisdiction and the proposed location of its registered office in the said jurisdiction;

(c) the instrument of constitution of the company in the destination jurisdiction, where applicable, and the statutes if they are contained in a separate instrument;

(d) the proposed indicative timetable for the cross-border conversion;

(e) the rights conferred by the converted company on members enjoying special rights or on holders of securities other than shares representing the company capital, or the proposed measures concerning them;

(f) any safeguards offered to creditors, such as guarantees or pledges;

(g) any special advantages granted to members of the administrative, management, supervisory or controlling bodies of the company;

(h) whether any incentives or subsidies were received by the company in Malta, as the departure jurisdiction, in the preceding five (5) years;

(i) details of the offer of cash compensation for members in accordance with regulation 12;

(j) the electronic address to be used by members for the purposes of exercising their right in accordance with regulation 12(2);

(k) the likely repercussions of the cross-border conversion on employment;

(l) where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the converted company are determined.

(2) Where the destination jurisdiction is not a Member State or EEA State, a reasoned opinion of one or more practising advocates confirming that the proposed cross-border conversion is permitted by the laws of the destination jurisdiction must be attached to the draft terms of a cross-border conversion.

(3) The draft terms of a cross-border conversion shall be signed by one (1) director if the company has a sole (1) director or by two (2) directors if the company has two or more directors. Furthermore, the draft terms of a cross-border conversion may be signed in counterparts and said counterparts together shall constitute one and the same document.