S.L. 386.12 Art. 9Independentexpert report.

(1) One or more experts acting on behalf of each Maltese merging company but independent of it and approved by the Registrar, shall examine the common draft terms of cross-border merger and draw up a written report for each Maltese merging company. The report shall be made available to the members not less than one month before the date of the general meeting referred to in regulation 10.

(2) The report shall examine the common draft terms of cross-border merger and shall specify whether the share exchange ratio is fair and reasonable and to this effect it shall -

(a) indicate the method or methods used to arrive at the share exchange ratio proposed;

(b) state whether such method or methods are adequate in the case in question, indicating the values arrived at using such method or methods and giving an opinion on the relative importance attributed to such method or methods in arriving at the value decided on;

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

(3) Each expert shall be entitled to obtain from the merging companies all relevant information and documents for the discharge of his duties.

(4) As an alternative to experts operating on behalf of each of the merging companies, where at least one of the merging companies is a Maltese merging company or where the company resulting from the cross-border merger will be registered in Malta, one or more independent experts may be appointed by the Registrar, at the joint request of the merging companies, in order to draw up a single written report for all the merging companies.

(5) Neither an examination of the common draft terms of cross-border merger by independent experts nor an expert report shall be required if all the members of each of the merging companies have so agreed.