S.L. 386.12 Art. 10Approval by the general meeting.

(1) After taking note of the reports referred to in regulations 8 and 9, the general meeting of the Maltese merging company or companies shall decide on the approval of the common draft terms of cross-border merger by extraordinary resolution:

Provided that where a Maltese merging company is an acquiring company, the approval of the merger by the general meeting of such company shall not be required if the conditions laid down in article 345 (6) of the Act are fulfilled.

(2) For the purposes of sub-regulation (1), approval shall not be valid unless the extraordinary resolution is adopted at least one month after the publication of the common draft terms of the cross-border merger and not later than three months therefrom.

(3) When a Maltese merging company approves the common draft terms of cross-border merger by extraordinary resolution in accordance with this regulation, it shall be required to redeem the shares held by any dissenting members who so request, on such terms as may be agreed, or as the Court, pursuant to an application filed within the three month period referred to in sub-regulation (2) by either the Maltese merging company or the dissenting members, thinks fit to order. Where such an application has been filed before the Court, the Registrar may nonetheless issue the certificate referred to in regulation 14, as long as he indicates in the certificate that the procedure is pending. The Court’s decision in the procedure shall be binding on the company resulting from the cross-border merger and all its members:

Provided that where one or more of the other merging companies is situated in a Member State which does not provide for such a procedure, the provisions of this sub-regulation shall only apply if such other merging company or companies explicitly accept, when approving the draft terms of cross-border merger, the possibility for the members of the Maltese merging company to have recourse to such procedure.

(4) Where there is more than one class of shares in a Maltese merging company or companies, the extraordinary resolution of that company or companies concerning the merger shall be subject to a separate vote by at least each class of shareholders whose rights are affected thereby.

(5) The extraordinary resolution taken by the Maltese merging company or companies shall cover both the approval of the common draft terms of the cross-border merger and any alterations and additions to the memorandum and articles necessitated by the cross-border merger.

(6) The provisions of the Act governing alterations and additions to the memorandum and articles shall, as appropriate, apply to any alterations and additions to the memorandum and articles necessitated by the cross-border merger.

(7) The general meeting of each of the merging companies may reserve the right to make implementation of the cross-border merger conditional on express ratification by it of the arrangements decided on with respect to the participation of employees in the company resulting from the cross-border merger.