S.L. 386.28 Art. 9Independent expert’s report.

(1) An expert acting on behalf of the Maltese merging company but independent of it and approved by the Registrar, shall examine the common draft terms of a cross-border merger 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:

Provided that where the approval of the cross-border merger is not required by the general meeting of the acquiring company in accordance with the proviso to regulation 11(1), the report shall be made available at least one (1) month before the date of the general meeting of the other merging company or companies.

(2) As an alternative to experts operating on behalf of each of the merging companies, one (1) or more independent experts, appointed for that purpose at the joint request of the companies, by a judicial or administrative authority in the country or jurisdiction of one

(1) of the merging companies or of the company resulting from the cross-border merger or approved by such an authority, may examine the common draft terms of cross-border merger and draw up a single written report to all the members.

(3) The report referred to in (1) 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 merging companies prior to the announcement of the merger proposal or the value of the company excluding the effect of the proposed merger, as determined in accordance with generally accepted valuation methods.

(4) 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 in the event that different methods are used in the merging companies, state also whether the use of different methods was justified; and

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

(5) The expert shall be entitled to obtain from the merging COMPANIES

companies all information necessary for the discharge of the duties of the expert.

(6) Neither an examination of the common draft terms of a cross-border merger by an independent expert nor an independent expert report shall be required if all the members of each of the companies involved in the cross-border merger have so agreed or if the Maltese merging company is a single member company.