VOTING TRUST AGREEMENT II WITH N. EFTHYMIOU
Published on June 12, 1997
EXHIBIT 9.2
DUPLICATE ORIGINAL
[emblem]
DR. NORBERT KUNTZ, NOTARY
Theresienstrasse 11 o 85049 Ingolstadt
Phone (08 41) 3 31 88 o Fax (08 41) 3 38 30
DR. HANS SCHMALZL, NOTARY
It is hereby confirmed that the attached document represents a
duplicate original of the original document and matches it in its
entirety. It is given to the recipient designated below upon
request.
Ingolstadt, May 8, 1995/Schn [signature]
Notary
[illegible seal]
Mr. Reiner Pohl
Albert-Einstein-Strasse 26
85646 Neufahrn
Doc. roll no. 985/95/S
dated 5/2/95
Doc. roll no. 985/95/S
Trust contract and obligation
to transfer a share
Today, May second,
nineteen hundred ninety-five,
- May 2, 1995 -,
the following persons are present before me,
Dr. Hans Schmalzl, notary,
in Ingolstadt in my office at Theresienstrasse 11/I:
1. Mr. Reiner Pohl, graduate engineer, born 7/17/41, residing at Albert-
Einstein-Strasse 26, 85646 Neufarn,
2. Mr. Bernd Meier, born 10/15/49, graduate engineer, residing at
Ahornalle 39, 85283 Wolnzach.
At the request of the persons appearing, who are known to me personally, I
recorded the declarations which they submitted in my presence:
Dr.S./Schn
- 2 -
I.
Mr. Bernd Meier
- - hereinafter referred to as Trustee -
has subscribed to a capital contribution in the amount of DM 7,500.00 in the
firm of
SCM Schneider Microsysteme
Entwicklungs- und Vertriebs GmbH,
which is registered with the Commercial Register of the Munich Municipal Court
under no. HRB 91372.
The purchase was made by Mr. Pohl
- - hereinafter referred to as Trustor -
on a fiduciary basis.
II.
Externally, the Trustee shall be a fully entitled and fully obligated
shareholder, but inter se he shall be a fiduciary shareholder for the account of
the Trustor.
He shall be obligated to hold and manage the equity investment and
the rights and duties associated therewith according to the best of his
knowledge and conscience for the account, and pursuant to the instructions, of
the Trustor and exercise the rights arising from the equity interest,
particularly the voting right, only at the instruction of the Trustor. He shall
further be obligated to the Trustor not to raise any pecuniary claims arising
from the equity interests and not to enter into any obligations or dispositions
with regard to the equity interest without the written consent of the Trustor;
specifically, he shall not sell the share or encumber it with rights of third
parties.
- 3 -
To the extent permissible, he assigns, at this point in time, all claims arising
from the equity interest, specifically the claims to the distribution of profits
and liquidation proceeds, to the Trustor, who hereby accepts said assignment.
The Trustee shall promptly transfer to the Trustor the profit allocable to the
equity interests promptly following receipt or credit thereof.
From a tax standpoint, it is intended that the profit allocable to the equity
interest be classified as the income of the Trustor and not to that of the
Trustee.
The contracting parties shall be obligated to submit all declarations to the tax
authority which are necessary to produce this legal effect. Otherwise, the
contracting parties shall treat the contents of this document confidentially vis
a vis third parties.
III.
The Trustee is hereby obligated, at the Trustor's request, to the Trustor to
transfer the capital contribution to the Trustor, or to a third party to be
named by the Trustor, at any time and at no charge.
Accordingly, he shall submit all declarations and make all petitions which are
necessary for the legally effective transfer.
- 4 -
IV.
If, according to the articles of incorporation, the consent of the Corporation
or the shareholders is necessary for the transfer of shares, the contracting
parties to today's trust contract shall personally obtain such consent.
V.
The Trustee hereby grants the Trustor the
power of attorney
to represent him in the transfer of his share to the Trustor or a third party to
be named by the Trustor. This power of attorney shall be irrevocable and shall
not lapse upon the death of the Trustee.
VI.
The Trustor may terminate the trust relationship at any time; the Trustee may
terminate the trust relationship upon notice of three months effective at the
end of a calendar month.
At the end of the trust relationship, the Trustee shall be obligated to promptly
assign the share to the Trustor or a third party to be named by the Trustor at
the nominal amount.
The trust relationship shall also end
a) upon the transfer of the share at the request of the Trustor,
- 5 -
b) upon the death of the Trustee.
VII.
No compensation shall be paid for the trusteeship.
VIII.
The Trustor shall bear the expense of this document and the execution thereof.
The contracting parties shall each receive a duplicate original of this
document.
[stamp]
Read aloud by the notary, approved by the
participants and personally signed:
[signature]
[signature]
[signature] [handwritten:] Notary
[seal]
DR. HANS SCHMALZL - NOTARY IN INGOLSTADT
DUPLICATE ORIGINAL
[emblem]
DR. NORBERT KUNTZ, NOTARY
Theresienstrasse 11 o 85049 Ingolstadt
Phone (08 41) 3 31 88 o Fax (08 41) 3 38 30
DR. HANS SCHMALZL, NOTARY
It is hereby confirmed that the attached document represents a
duplicate original of the original document and matches it in its
entirety. It is given to the recipient designated below upon
request.
Ingolstadt, May 5, 1995/Schn [signature]
Notary
[illegible seal]
Mr. Reiner Pohl
Albert-Einstein-Strasse 26
85646 Neufahrn
Doc. roll no. 984/95/S
dated 5/2/95
Doc. roll no. 984/95/S
Assignment of a share
Today, May second,
nineteen hundred ninety-five,
- May 2, 1995 -,
the following persons are present before me,
Dr. Hans Schmalzl, notary,
in Ingolstadt in my office at Theresienstrasse 11/I:
1. Mr. Reiner Pohl, graduate engineer, born 7/17/41, residing at Albert-
Einstein-Strasse 26, 85646 Neufahrn,
2. Mr. Bernd Meier, born 10/15/49, graduate engineer, residing at
Ahornallee 39, 85283 Wolnzach.
At the request of the persons appearing, who are known to me personally, I
recorded the declarations which they submitted in my presence:
I.
According to information provided, Mr. Reiner Pohl has a share in the amount of
DM 12,500.00 of the capital stock of DM 333,400.00
Dr.S./Schn
- 2 -
in the firm of
SCM Schneider Microsysteme
Entwicklungs- und Vertriebs GmbH
which is registered with the Commercial Register of the Munich Municipal Court
under no. HRB 91 372.
The capital contribution is paid-in in full.
II.
From the share described in section I, with all rights and duties appurtenant
thereto, specifically the right to receive profits starting today,
Mr. Reiner Pohl
hereby sells and transfers a share amount in the amount of DM 7,500.00
to
Mr. Bernd Meier,
who accepts said transfer.
III.
No consideration shall be given, since the transfer is carried out on a
fiduciary basis.
IV.
(1)
The seller guarantees only the legal validity of the share, the amount of the
deposit thereto and unimpeded conveyance of title.
- 3 -
Further liability, specifically for the quality of the enterprise of the
Corporation, shall be barred.
(2)
The notary has made reference to Section 16 GmbHG
[German Limited Liability Corporation Act] (succession of the purchaser to
capital contribution liabilities) and Section 24 GmbHG (liability of the
shareholders inter se for shortfalls in capital contributions).
He also pointed out that he cannot examine the information set forth in section
I to determine its correctness.
(3)
The transfer and partition shall require the
consent of the Corporation.
The contracting parties shall obtain such consent
themselves.
(4)
The Corporation has no real property.
VI.
Mr. Pohl shall bear the costs of the creation of this document.
Duplicate originals of this document shall be received by the seller and the
purchaser, as well as the Corporation for notice purposes pursuant to Section 16
GmbHG.
- 4 -
[stamp]
Read aloud by the notary, approved by the
participants and personally signed:
[signature]
[signature] [signature]
[signature] [handwritten:] Notary
[seal]
DR. HANS SCHMALZL - NOTARY IN INGOLSTADT