S.L. 386.27 Art. 9Independent expert’s report.

(1) An expert acting on behalf of the Maltese registered converting company but independent of it and approved by the Registrar, shall examine the draft terms of a cross-border conversion 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 is adequate. When assessing the cash compensation, the expert shall consider any market price of the shares in the company prior to the announcement of the conversion proposal or the value of the company excluding the effect of the proposed conversion, 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) state whether the methods used are adequate for the assessment of the cash compensation, 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

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

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

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