S.L. 386.27 Art. 26Liability of director or expert for wilful or negligent misconduct. 

Any director of a Maltese company responsible for wilful or negligent misconduct in the preparation and the implementation of the cross-border conversion, or an expert responsible for drawing up, on behalf of any Maltese company, the report on the draft terms of cross-border conversion responsible for wilful or negligent misconduct in the performance of his duties, shall be liable for all damages occasioned to any shareholder of such company as a consequence of his misconduct.

FIRST SCHEDULE

CROSS-BORDER CONVERSIONS OF LIMITED LIABILITY COMPANIES REGULATIONS, 2023

Application by Board of Directors to obtain a pre-conversion certificate in terms of Regulation 17(1)

Form CBC1- CONVERSION

Company Reg. No. ..............................

Name of Company .......................................................................

Delivered by . ...............................................................

To the Registrar of Companies:

I/We (a)………………………………..................hereby submit the application in accordance with Regulation 17(1) of the Cross-Border Conversions of Limited Liability Companies Regulations, 2022, in order to obtain the pre-conversion certificate of (b)………………………………….. having registration number (c) …………………………………

I / We (d) confirm that the company has followed the procedures provided for by the Cross-Border Conversions of Limited Liability Companies Regulations, 2022 and the documents referred to in terms COMPANIES

of regulation 17(2) are hereby attached.

Employee consultation in terms of the applicable legislation under the employment law framework stipulated in regulation 7 (10) has commenced/is not applicable (e)

Signature/s................................................

Director/s

Dated this.................... day of......................... of the year........

This form must be completed in typed form.

(a) Delete as necessary and insert name and surname of director/s

(b) Insert company name

(c) Insert company registration number

(d) Delete as necessary

(e) Delete as necessary

CROSS-BORDER CONVERSIONS OF LIMITED LIABILITY COMPANIES REGULATIONS, 2022

Notice of consent by pledgee in terms of regulation 24(1)(c)

Form CBC2– PLEDGEE’S CONSENT

Delivered by .............................................................................

To the Registrar of Companies:

I / We, (a) ……………………………………., as the pledgee/s of shares held in the foreign converting company (b)………………………………………. having its registration number (c)………………………………………. registered in (d)……………………………………..

hereby give my/our (e) consent for the pledge in terms of regulation 24(1) of the Cross-Border Conversions of Limited Liability Companies Regulations, 2022, to be fully enforceable as a pledge of shares in the Maltese converted company in terms of article 122 of the Companies Act.

Signature/s ................................................ Pledgee/s

Dated this .................... day of ......................... of the year .........

This form must be completed in typed form.

(a) Delete as necessary and insert name and surname of pledgee/s

(b) Name of foreign converting company

(c) Registration number of foreign converting company in foreign jurisdiction

(d) Name of foreign jurisdiction

(e) Delete as necessary.

SECOND SCHEDULE

Administrative Penalties

Regulation Default Administrative DailyAdminist Penalty rative Penalty 14(1) Failure to file Euro 465.87 Euro 23.29 with the Registrar the extraordinary resolution approving the cross-border conversion