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S.L. 386.17 · Transfer Of Registered Office Of A (S.L. 386.17)

S.L. 386.17 Art. 12Transitional regulations. pursuant to Company (SE) or at (b) .......... I/we, hereby declare 1. 2. up 3. In of 4. 5. 6. to 7. Dated this

PART II

In KraftAmtlicher Text

These regulations shall apply to any transfer proposal which is submitted after the coming into force of these regulations. SCHEDULE

Form SE 1 No. of Company SE .......................................... Transfer of Registered Office of a European Company (SE) Regulations

Name of SE ............................................................................................... Delivered by .............................................................................................. ...................................................................................................................

To the Registrar of Companies: The following declarations are hereby being delivered for registration Regulation 8 of the Transfer of Registered Office of a European (a) Regulations, by .............................................................., an SE incorporated constituted under the laws of Malta and which has its registered office ...............................................................................................:

(i) Declaration of directors (Section A);

(ii) Declaration of solvency (Section B); and

(iii) Declaration by advocate (Section C). SECTION A

Directors’ Declaration (c) .......................................... being directors of .............................. that: Pursuant to Article 8(2) of Council Regulation (EC) No 2157/2001 (the "Regulation"), a transfer proposal was drawn up by the board of directors of the SE; Pursuant to Article 8(3) of the Regulation, the board of directors drew (d) a report on ............................................ explaining and justifying the legal and economic aspects of the transfer and explaining the implications of the transfer for shareholders, creditors and employees; accordance with regulation 6(4) of the Transfer of Registered Office a European Company (SE) Regulations, the shareholders and creditors of the SE were notified in writing of their right of examination and right to copies of the transfer proposal referred to in paragraph 1 and the report referred to in paragraph 2 above; Pursuant to Article 8(4) of the Regulation, at least one month before the general meeting called upon to decide on the transfer, the shareholders and creditors of the SE could examine and obtain copies of the transfer proposal referred to in paragraph 1 and the report referred to in paragraph 2 above; Invoices, orders for goods and business letters issued by or on behalf of the SE complied with the requirements of regulation 6(5) of the Transfer of Registered Office of a European Company (SE) Regulations; The general meeting of the SE approved the transfer proposal referred (f) in paragraph 1 above by an extraordinary resolution on ............ ; and No proceedings for winding up, liquidation, insolvency or suspension of payments or other similar proceedings have been instituted against the SE.

Name and signature ................................

Director/s

......................... day of ............................ of the year.................. SECTION B

Declaration of Solvency Date of Proposed Transfer

(c)