Articles and Agreement of Merger between SVI Solutions, Inc. and SVI Holdings, Inc.

Summary

This agreement documents the merger of SVI Holdings, Inc., a Nevada corporation, into SVI Solutions, Inc., a Delaware corporation. The boards and owners of both companies have approved the merger, which will take effect on March 1, 2001. The surviving entity will be SVI Solutions, Inc., and its articles of incorporation will remain unchanged. The full merger agreement is available at the surviving corporation's office, and copies can be requested by shareholders at no cost.

EX-2.2 3 0003.txt ARTICLES AND AGREEMENT OF MERGER ARTICLES AND AGREEMENT OF MERGER OF SVI Solutions, Inc. a Delaware Corporation, and SVI Holdings, Inc., a Nevada Corporation. The undersigned officers of SVI Solutions, Inc., a Delaware corporation as the surviving Corporation, and of SVI Holdings, Inc., a Nevada corporation, as the disappearing Corporation, agree to a Plan and Agreement of Merger do submit these Articles and Agreement of Merger pursuant to the provisions of Nevada Revised Statues 92A. ARTICLE I Constituent Corporations The name and place of organization and governing law of each constituent Corporation is: A. SVI Solutions, Inc., a Delaware corporation B. SVI Holdings, Inc., a Nevada corporation ARTICLE II Adoption of the Agreement and Plan of Merger The respective Boards of Directors of the Surviving Corporation and the Disappearing Corporation have adopted an Agreement and Plan of Merger. ARTICLE III Approval of the Agreement and Plan of Merger by the Owners The Agreement and Plan of Merger was approved by the requisite consent of the owner(s) of each class of interests of the Surviving Corporation and the Disappearing Corporation. ARTICLE IV Amendments to the Articles of Organization of the Surviving Corporation The Articles of Incorporation of the Surviving Corporation shall not be amended by these Articles of Merger. ARTICLE V Agreement and Plan of Merger A. The complete, executed Agreement and Plan of Merger is on file at the Surviving Corporation's registered office or other place of business. B. A copy of the Agreement and Plan of Merger shall be furnished, on request and without cost, to any owner of a Corporation, which is a party to the merger. C. Agent of Service of Process: The Corporation Trust of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89520 ARTICLE VI Effective Date of Merger The Merger of the Disappearing Corporation into the Surviving Corporation shall take effect on March 1, 2001, which date is not more than 90 days after the filing of these Articles and Agreement of Merger. Dated this 28th day of February 2001 Domestic Entity SVI Holdings, Inc. 12707 High Bluff Drive, Suite 335 San Diego, California 92130 BY: /s/ Thomas A. Dorosewicz ---------------------------------- Thomas A. Dorosewicz President BY: /s/ David L. Reese ---------------------------------- David L. Reese Secretary