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EXHIBIT 2.f
SUMMARY TRANSLATION OF
ARTICLES OF INCORPORATION
SOCHRYS TECHNOLOGIES SA
THE "COMPANY")
The Articles relate to the following subjects:
Title I NAME OF THE COMPANY/HEADQUARTERS/GOALS/LIFETIME
Title II SHARE CAPITAL
Title III GENERAL ASSEMBLY
Title IV COUNSEL OF DIRECTORS
Title V AUDITORS
Title VI ANNUAL ACCOUNTS/RESERVES/DIVIDENDS
Title VII DISSOLUTION AND LIQUIDATION OF COMPANY
Title VIII PUBLICATION / JURISDICTION
The Company was constituted on August 23, 1999 as a joint-stock company under
Articles 620 to 761 of the Swiss Law of General Obligations with headquarters in
Geneva, Switzerland with the following objects:
- purchase and sale of hardware and software,
- development and distribution of software,
- engineering and development relating to the foregoing,
- participation in other companies of any kind except in Swiss real
estate companies.
- management tasks relating to the foregoing
The Company is authorized to effect any commercial or financial transactions
relating directly or indirectly to the any of the objects.
The life of company is indefinite.
Share capital of the Company is CH 100'000, divided in 100 shares of CH 1,000
each. The share capital is fully paid
Shares issued to the holder, not in bearer
name
Some extracts of the different titles of importance
Title III GENERAL ASSEMBLY
(aka General Meeting of Shareholders) can adopt and modify the articles; elect
and discharge the members of the counsel of directors and the auditors; approve
the annual accounts; decide about the distribution of profit;
The General Assembly is to take place within 6 months after closing of annual
accounts. 10% of shareholders can ask for General Assembly.
The president of the counsel of directors acts as chairman of the General
Assembly.
Title IV COUNSEL OF DIRECTORS
May have one or more members, a majority of whom must be Swiss nationals. If
only one member, he must be a Swiss national and a Swiss resident.
Members are elected for one year, indefinitely re-eligible.
Tasks: Management of company and issuing of necessary instructions; Fixing of
organization of company; fixing of basis for book-keeping, financial control,
business-plan; name and withdraw members of management; issue of annual
accounts and reporting to General Assembly to inform the court in case of debts
in excess.
Title V AUDITORS
Elected for one year, re-eligible. The auditors must be qualified and
independent from the company.
Title VI ANNUAL ACCOUNTS, GENERAL
Fiscal year starts 1st January and ends 31st of December. 5% of annual profit
must be allocated to the general reserve until such time as the reserve reaches
20% of share capital. In case of payment of dividend of 5% or more, 10% of
distribution must be paid in to the general reserve in addition to the 5% profit
allocation. Withholding tax of 35% to be paid on dividends.
