Pia

Articles of Association

Articles of association of SP Safe Profile eG.

Articles of Association of SP Safe Profile eG

English convenience translation of the checked German working version. This Markdown file was translated from the checked German Markdown version prepared from the provided PDF. The German notarized/original version remains solely authoritative. This translation is for information and web publication purposes only and should be legally reviewed before being treated as binding.

Table of Contents

I. Name, Registered Office, Purpose and Object of the Enterprise

§ 1 Name and Registered Office

(1) The name of the cooperative is:

SP Safe Profile eG.

(2) The registered office of the cooperative is Cologne.

§ 2 Purpose and Object

(1) The purpose of the cooperative is to promote the earnings and business activities of its members as well as their social or cultural interests through a jointly operated business.

(2) The object of the enterprise includes in particular:

  • the management, use and monetization of members' personal data,
  • the development and provision of services to ensure data protection and data-protection-compliant processing,
  • the management of data rights and consents in accordance with the GDPR, and
  • all other business transactions connected with data processing.

(3) The cooperative is entitled to establish or acquire other enterprises and to participate in other enterprises. It is also entitled to establish branch offices.

(4) Extension of business operations to non-members is not permitted.

II. Membership

§ 3 Acquisition of Membership

(1) Membership may be acquired only by natural persons.

(2) Eligible for admission is only a person who fulfils the requirements for using the facilities of the cooperative or whose membership is in the interest of the cooperative.

(3) Membership is acquired by

a) an unconditional declaration of accession by the applicant in text form (§ 126b BGB), which must comply with the requirements of the Cooperative Societies Act, and

b) admission by the Management Board.

(4) The member shall be entered without delay in the list of members (§ 16 para. 2 letter h) and shall be notified thereof without delay.

§ 4 Termination of Membership

Membership ends by

  • notice of termination (§ 5),
  • transfer of the business credit balance (§ 6 para. 1),
  • death of a member (§ 7),
  • exclusion (§ 9).

§ 5 Notice of Termination

Every member may terminate his or her membership at the end of a financial year by giving 6 months' notice in text form.

§ 6 Transfer of the Business Credit Balance

(1) A member may at any time, including during the financial year, transfer his or her business credit balance to another person by agreement in text form and thereby withdraw from the cooperative without settlement, provided that the acquirer is or becomes a member in his or her place. If the acquirer is already a member, the transfer of the business credit balance is permissible only if the acquirer's existing business credit balance, after crediting the business credit balance of the transferor, does not exceed the permissible total amount of the business shares with which the acquirer is involved or becomes involved.

(2) A member may transfer his or her business credit balance in part without withdrawing from the cooperative and thereby reduce the number of his or her business shares. Para. 1 applies accordingly.

§ 7 Death of a Member

Upon death, a member withdraws from the cooperative. His or her membership passes to the heir. It ends at the close of the financial year in which the inheritance event occurred.

§ 8 omitted

§ 9 Exclusion

(1) A member may be excluded from the cooperative at the end of the financial year if

a) despite written request and threat of exclusion, the member fails to fulfil obligations owed to the cooperative under the Articles of Association or otherwise;

b) by failing to fulfil obligations towards the cooperative, the member harms or has harmed the cooperative;

c) the member relocates his or her business operation, registered office or residence, or if his or her permanent whereabouts are unknown;

d) the requirements for admission to the cooperative did not exist or no longer exist;

e) the member operates his or her own enterprise competing with the cooperative or participates in such an enterprise, or if an enterprise competing with the cooperative participates in the member's enterprise;

f) the member's conduct is incompatible with the interests of the cooperative.

(2) The Management Board is responsible for exclusion. However, members of the Management Board or Supervisory Board may be excluded only by resolution of the General Assembly.

(3) Before the resolution is adopted, the person to be excluded shall be given the opportunity to comment on the intended exclusion. In doing so, the material facts on which the exclusion is to be based and the statutory ground for exclusion under the Articles of Association shall be communicated to that person.

(4) The resolution by which the member is excluded shall state the facts on which the exclusion is based and the statutory ground for exclusion under the Articles of Association.

(5) The resolution shall be communicated without delay to the excluded member by the Management Board by registered letter. From the dispatch of the letter, the member may no longer participate in the General Assembly, use the facilities of the cooperative, or be a member of the Management Board or Supervisory Board.

(6) Unless the General Assembly has resolved the exclusion, the excluded person may lodge an appeal with the Supervisory Board within one month from dispatch of the letter. The decision of the Supervisory Board on the appeal is final within the cooperative. If the excluded person does not lodge an appeal in due time, recourse to the ordinary courts is excluded.

§ 10 Settlement

(1) The approved annual financial statements are decisive for the settlement between the withdrawn member and the cooperative; loss carryforwards shall be taken into account in proportion to the business shares. In the event of a transfer of the business credit balance (§ 6), no settlement shall take place.

(2) The settlement credit balance shall be paid to the withdrawn member within six months after withdrawal. In the settlement, the cooperative is entitled to set off due claims it has against the withdrawn member against the amount to be paid out. The member has no claim to the reserves or to the other assets of the cooperative.

(3) The member's settlement credit balance is pledged to the cooperative as security for any shortfall, in particular in the member's insolvency proceedings.

(4) Paragraphs 1 to 3 apply accordingly to settlement in the event of termination of individual business shares.

§ 11 Rights of Members

Every member has the right

a) to use the facilities of the cooperative in accordance with the provisions made for them;

b) to participate in the General Assembly, in its deliberations, votes and elections, and to request information there on matters of the cooperative, unless § 34 prevents this;

c) to submit motions for the agenda of the General Assembly in accordance with § 28 para. 4;

d) to submit motions for the convening of an extraordinary General Assembly in accordance with § 28 para. 2;

e) to participate in distributions resolved in accordance with the Articles of Association;

f) in good time before the annual financial statements are adopted by the General Assembly, to request a copy of the annual financial statements, the management report, insofar as legally required, and the report of the Supervisory Board thereon;

g) to inspect the minutes of the General Assembly;

h) to inspect the list of members;

i) to inspect the summarized result of the audit report.

§ 12 Duties of Members

Every member has the duty to support the cooperative enterprise to the best of his or her ability. In particular, the member shall

a) comply with the provisions of the Cooperative Societies Act, the Articles of Association and the resolutions of the General Assembly;

b) comply with the applicable general terms and conditions of business, delivery and payment;

c) treat offer documents, prices and conditions, circulars and other information of the cooperative as confidential vis-à-vis outsiders;

d) upon request, submit the documents required for the cooperative. The information shall be treated confidentially by the cooperative;

e) pay an entrance fee to be allocated to the capital reserve (§ 39a), if its amount and method of payment have been determined by the General Assembly.

f) pay ongoing contributions for services which the cooperative provides or makes available to the members and the amount of which is determined by the General Assembly.

III. Bodies of the Cooperative

§ 13 Bodies of the Cooperative

The bodies of the cooperative are:

A. the Management Board

B. the Supervisory Board

C. the General Assembly

A. The Management Board

§ 14 Management of the Cooperative

(1) The Management Board manages the cooperative on its own responsibility.

(2) The Management Board conducts the business of the cooperative in accordance with the provisions of the law, in particular the Cooperative Societies Act, the Articles of Association and the rules of procedure for the Management Board.

(3) The Management Board represents the cooperative in and out of court in accordance with § 15.

§ 15 Representation

(1) The cooperative is legally represented by two members of the Management Board or by one member of the Management Board together with an authorized signatory. The Supervisory Board may release individual or all members of the Management Board from the prohibition on multiple representation under § 181 alternative 2 BGB, thereby authorizing them, in all legal transactions which the cooperative undertakes with or towards third parties, to also act as representatives of third parties.

(2) The granting of procuration, commercial powers of attorney and other powers of attorney for legal representation is permissible. Further details are governed by the rules of procedure for the Management Board.

§ 16 Tasks and Duties of the Management Board

(1) In managing the business, the members of the Management Board shall exercise the care of a prudent and conscientious manager of a cooperative. They shall maintain confidentiality regarding confidential information and secrets, in particular trade or business secrets, which become known to them through their work on the Management Board.

(2) In particular, the Management Board shall

a) properly conduct the business in accordance with the purpose and object of the cooperative;

b) plan and implement in good time the personnel and material measures necessary for proper business operations;

c) ensure that deliveries and services are properly provided and that members are properly supported;

d) draw up rules of procedure after hearing the Supervisory Board, which must be resolved unanimously by the Management Board and signed by all members of the Management Board;

e) ensure proper bookkeeping and appropriate accounting;

f) carry out proper inventories and prepare an inventory list at the end of the financial year;

g) prepare the annual financial statements and the management report, insofar as legally required, no later than within five months after the end of the financial year, submit them without delay to the Supervisory Board and then, with its comments, to the General Assembly for adoption of the annual financial statements;

h) decide on the admission of membership acquisition and on participation with further business shares, maintain the list of members in accordance with the Cooperative Societies Act, and ensure that the filings and notifications required of it under the Cooperative Societies Act are made;

i) notify the statutory auditing association in good time of the convening, date, agenda and motions for the General Assembly;

j) remedy deficiencies identified in the audit report and report thereon to the statutory auditing association;

k) inform the statutory auditing association in good time of intended amendments to the Articles of Association.

§ 17 Reporting to the Supervisory Board

The Management Board shall submit to the Supervisory Board at least semi-annually, and upon request also at shorter intervals, among other things:

a) an overview of the business development of the cooperative in the elapsed period on the basis of interim financial statements;

b) a statement of the cooperative's total liabilities including bill obligations and guarantee obligations;

c) an overview of the loans granted by the cooperative;

d) a business plan showing in particular the investment and capital requirements;

e) a report on special events; where necessary, the chairperson of the Supervisory Board shall be informed in advance without delay.

§ 18 Composition and Service Relationship

(1) The Management Board consists of at least two members. Management Board members who are not active full-time should be self-employed, actively working members or persons authorized to represent member companies.

(2) The Management Board is appointed and dismissed by the Supervisory Board. The Supervisory Board is responsible for concluding, amending and terminating service contracts with members of the Management Board. The declarations of the Supervisory Board are made by its chairperson, or, if the chairperson is prevented, by his or her deputy. Termination of the service relationship results in the termination of the office as a corporate body at the time of departure.

§ 19 Decision-Making

(1) The Management Board has a quorum if more than half of its members participate. It adopts its resolutions by a majority of the votes cast; in the case of § 16 para. 2 letter d), unanimity is required. In the event of a tie, a motion is deemed rejected.

(2) Management Board meetings may also be held without physical presence at a meeting venue by means of electronic communication (virtual meeting), unless a member of the Management Board objects to this procedure. Under the same conditions, a Management Board meeting may be held both by physical presence at the meeting venue and without physical presence at that venue by means of electronic communication (hybrid meeting). Resolution-making without convening a meeting in writing or by means of electronic communication is permissible if no member of the Management Board objects to this procedure.

(3) Resolutions going beyond regular business operations shall be recorded in minutes for evidentiary purposes. The minutes shall be numbered consecutively and signed by the Management Board members participating in the adoption of the resolution.

(4) If business matters of the cooperative are deliberated which affect the interests of a Management Board member, his or her spouse or life partner, parents, children or siblings, or a person represented by him or her by law or by power of attorney, the affected Management Board member may not participate in the deliberation and vote. However, the Management Board member shall be heard before the resolution is adopted.

§ 20 Participation in Meetings of the Supervisory Board

The members of the Management Board are entitled to participate in meetings of the Supervisory Board. Participation may be excluded by resolution of the Supervisory Board. At meetings of the Supervisory Board, the Management Board shall provide the required information on business matters.

§ 21 Credit to Members of the Management Board

The granting of loans or other economic benefits to members of the Management Board, their spouses or life partners, minor children, or to third parties acting for the account of any of these persons requires the prior consent of the Supervisory Board.

B. The Supervisory Board

§ 22 Tasks and Duties of the Supervisory Board

(1) The Supervisory Board shall supervise the management of the business by the Management Board and, for this purpose, inform itself about the affairs of the cooperative. It may at any time request reporting on this from the Management Board and, itself or through individual members appointed by it, inspect and audit the books and records of the cooperative as well as the cash balance and holdings of securities and goods. An individual member of the Supervisory Board may also request information, but only to the Supervisory Board.

(2) The Supervisory Board shall review the annual financial statements, the management report, insofar as legally required, and the proposal of the Management Board for the appropriation of an annual surplus or for the coverage of an annual deficit. It shall comment thereon and report to the General Assembly before adoption of the annual financial statements. Each member of the Supervisory Board shall take note of the content of the audit report.

(3) In order to fulfil its statutory duties and duties under the Articles of Association, the Supervisory Board may form committees from among its members and make use of experts at the expense of the cooperative. Where the Supervisory Board forms committees, it determines whether they have advisory or decision-making authority; it also determines the number of committee members. A committee must consist of at least three persons. A committee has a quorum if more than half of its members participate. § 25 applies additionally to resolution-making.

(4) Details on the fulfilment of the duties incumbent upon the Supervisory Board are governed by the rules of procedure to be drawn up by the Supervisory Board. A copy of the rules of procedure shall be handed to each member of the Supervisory Board against acknowledgement of receipt.

(5) In carrying out their activities, the members of the Supervisory Board shall exercise the care of a prudent and conscientious member of a cooperative supervisory board. They shall maintain confidentiality regarding all confidential information and secrets of the cooperative as well as of the members and customers which become known to them through their work on the Supervisory Board.

(6) The members of the Supervisory Board may not receive remuneration measured by the business result, for example bonuses. However, in addition to reimbursement of expenses, remuneration for the Supervisory Board may be granted, as resolved by the General Assembly.

(7) The Supervisory Board represents the cooperative in and out of court vis-à-vis the members of the Management Board.

(8) The resolutions of the Supervisory Board are executed by the chairperson of the Supervisory Board, or, if prevented, by his or her deputy.

§ 23 Joint Meetings of the Management Board and Supervisory Board, Matters Requiring Consent

(1) The Management Board and Supervisory Board decide on the principles of business policy after joint deliberation and by separate vote.

(2) The following matters require the consent of the Supervisory Board:

a) the acquisition, development, encumbrance and sale of land and rights equivalent to land; excluded is the acquisition of land and rights equivalent to land for the purpose of recovering own claims;

b) the acquisition and disposal of permanent participations;

c) the conclusion of contracts of special importance, in particular contracts through which recurring obligations of substantial scope are established for the cooperative;[^1] further details are governed by the rules of procedure of the Supervisory Board.

d) the distribution of a patronage refund (§ 43);

e) the use of reserves pursuant to §§ 39, 39a;

f) accession to and withdrawal from organizations and associations;

g) the form of the assembly and the form of the discussion phase in the case of an assembly conducted in a stretched procedure (§ 36a para. 3), the determination of the date and place of the General Assembly, the possibility of participating in resolution-making at a General Assembly held only as an in-person assembly (§ 36b), and the audio and video transmission of the General Assembly (§ 36c para. 2);

h) granting and revocation of procuration.

(3) Joint meetings are convened by the chairperson of the Supervisory Board or his or her deputy. § 25 para. 2 applies accordingly to the convening. The provisions of § 19 para. 2 and § 25 para. 4 apply accordingly if no member of the Supervisory Board and no member of the Management Board objects to this procedure.

(4) The chairperson of the Supervisory Board or his or her deputy chairs the joint meetings, unless otherwise resolved.

(5) The Management Board and Supervisory Board have a quorum if more than half of the members of the Management Board and more than half of the members of the Supervisory Board participate.

(6) A motion is rejected if it does not receive a majority both in the Management Board and in the Supervisory Board.

(7) Resolutions shall be recorded in joint minutes for evidentiary purposes; the result of the separate vote shall be recorded therein; § 19 para. 3 and § 25 para. 6 apply additionally.

[^1]: Alternatively, depending on the size of the cooperative, a specific amount could be stated here.

§ 24 Composition and Election

(1) The Supervisory Board consists of an odd number of members, at least three, elected by the General Assembly; within this framework, the General Assembly also determines the specific number of Supervisory Board members. Only self-employed, actively working members or persons authorized to represent such members should be elected to the Supervisory Board. Members of the Supervisory Board may not at the same time be members of the Management Board, permanent deputies of Management Board members, authorized signatories or commercial agents authorized to operate the entire business of the cooperative.

(2) The term of office is three years. It begins at the close of the General Assembly that carried out the election and ends at the close of the General Assembly held for the third financial year after the election. The financial year in which the Supervisory Board member is elected is counted. The General Assembly may determine a shorter term of office for all or individual Supervisory Board members. Re-election is permissible. § 33 otherwise applies to the election of Supervisory Board members.

(3) The office ends immediately if it is based on the Supervisory Board member being a member of a registered cooperative and this membership has ended. If there is a dispute regarding the termination of membership or authority to represent, the declaration in text form by the cooperative or by the other legal person or partnership that the membership or authority to represent has ended is decisive.

(4) If members leave during their term of office, the Supervisory Board shall consist only of the remaining members until the next ordinary General Assembly, at which replacement elections are held. An earlier replacement election by an extraordinary General Assembly is required only if the number of Supervisory Board members falls below the statutory minimum number of three. Replacement elections are held for the remainder of the term of office of the departing member.

(5) Members of the Supervisory Board leave the Supervisory Board when they have reached the age of 76. The time of departure is deemed to be the end of the next ordinary General Assembly.

(6) Former members of the Management Board may be elected to the Supervisory Board only once they have been discharged for their entire activity on the Management Board.

§ 25 Constitution, Resolution-Making

(1) Following each election, the Supervisory Board elects from among its members a chairperson and a secretary as well as deputies for both. The Supervisory Board is entitled to resolve a new distribution of offices at any time.

(2) Meetings of the Supervisory Board are convened by its chairperson, or, if prevented, by the deputy. As long as a chairperson and deputy have not been elected and/or are prevented, Supervisory Board meetings are convened by the oldest Supervisory Board member by age.

(3) The Supervisory Board has a quorum if more than half of its members, including the chairperson or deputy, participate. It adopts its resolutions by a majority of the valid votes cast. Abstentions and invalid votes are not counted. In the event of a tie, a motion is deemed rejected; in elections, the lot decides in the event of a tie; § 33 applies accordingly.

(4) Supervisory Board meetings may also be held without physical presence at a meeting venue by means of electronic communication (virtual meeting), unless a member of the Supervisory Board objects to this procedure. Under the same conditions, a Supervisory Board meeting may be held both by physical presence at the meeting venue and without physical presence at that venue by means of electronic communication (hybrid meeting). Resolution-making without convening a meeting in writing or by means of electronic communication is permissible if the chairperson of the Supervisory Board or his or her deputy initiates such resolution-making and no member of the Supervisory Board objects to this procedure.

(5) Meetings of the Supervisory Board should take place at least semi-annually. In addition, the chairperson shall convene a meeting, stating the agenda, whenever this appears necessary in the interest of the cooperative or when requested in text form by the Management Board or half of the Supervisory Board members, stating the purpose and reasons. If this request is not complied with, the applicants may convene the Supervisory Board themselves, stating the facts.

(6) Resolutions shall be recorded in minutes for evidentiary purposes. The minutes shall be numbered consecutively and signed by the chairperson of the Supervisory Board or his or her deputy and by the secretary or his or her deputy.

(7) If business matters of the cooperative are deliberated which affect the interests of a Supervisory Board member, his or her spouse or life partner, parents, children or siblings, or a person represented by him or her by law or by power of attorney, the affected Supervisory Board member may not participate in the deliberation and vote. However, the Supervisory Board member shall be heard before the resolution is adopted.

C. The General Assembly

§ 26 Exercise of Membership Rights

(1) The members exercise their rights in matters of the cooperative in the General Assembly. They should exercise their rights personally.

(2) Each member has one vote.

(3) Persons lacking legal capacity or having limited legal capacity exercise their voting rights through their legal representative or shareholders authorized to represent them.

(4) Members, their legal representatives or shareholders authorized to represent them may be represented by authorized representatives (§ 43 para. 5 Cooperative Societies Act). Several heirs of a deceased member (§ 7) may exercise the voting right only through a joint authorized representative. An authorized representative may not represent more than two members. Authorized representatives may only be members of the cooperative, spouses or life partners, parents, children or siblings of a member, or must be in a corporate or employment relationship with the principal. Persons to whom the notice of exclusion has been sent (§ 9 para. 5), as well as persons who offer the exercise of voting rights on a commercial basis, may not be authorized.

(5) Voting legal or authorized representatives or authorized proxies must, upon request of the chairperson of the assembly, prove their authority to represent in a suitable form. The provision in § 36a para. 4 remains unaffected.

(6) No one may exercise voting rights for himself or herself or for another person if a resolution is to be adopted on whether he or she or the represented member is to be discharged or released from a liability, or whether the cooperative is to assert a claim against him or her or the represented member. However, he or she shall be heard before the resolution is adopted.

§ 27 Notice Period and Place of Meeting

(1) The ordinary General Assembly shall take place within the first six months after the end of the financial year.

(2) Extraordinary General Assemblies may be convened as needed.

(3) The General Assembly takes place at the registered office of the cooperative, unless the Management Board and Supervisory Board determine a different meeting place and/or a different form of assembly (§ 36a) pursuant to § 23 para. 2 letter g.

§ 28 Convening and Agenda

(1) The General Assembly is convened by the Supervisory Board, represented by its chairperson. The rights of the Management Board pursuant to § 44 para. 1 GenG remain unaffected.

(2) The members of the cooperative may request the convening of a General Assembly in text form, stating the purpose and reasons. This requires at least one tenth of the members.

(3) The General Assembly is convened by direct notification of all members in text form, observing a period of at least two weeks between the day of receipt (para. 7) or publication of the convening notice and the day of the General Assembly. The agenda, the form of assembly, in the case of § 36a para. 3 additionally the form of the discussion phase, and in the cases of § 36a paras. 1 to 3 the necessary information on the use of written or electronic communication shall be announced in the convening notice. § 36c para. 2 remains unaffected.

(4) The agenda is determined by the body that convenes the General Assembly. Members of the cooperative may request in text form, stating the purpose and reasons, that items be announced for resolution-making at the General Assembly. This requires at least one tenth of the members.

(5) Resolutions may not be adopted on matters whose deliberation has not been announced at least one week before the General Assembly; however, resolutions on the course of the assembly and on motions to convene an extraordinary General Assembly are excluded from this.

(6) No announcement is required for motions and deliberations without resolution-making.

(7) In the cases of paragraphs 3 and 5, the respective notices are deemed received if they were sent four days before the beginning of the period.

§ 29 Chairing of the Assembly

The chairperson of the Supervisory Board or his or her deputy chairs the General Assembly. If the General Assembly has been convened by the Management Board, a member of the Management Board chairs it. By resolution, the chair may be transferred to another member of the cooperative or to a representative of the statutory auditing association. The chairperson of the General Assembly appoints a secretary and the necessary vote counters.

§ 30 Matters Subject to Resolution

In addition to the other matters designated in these Articles of Association, the following in particular are subject to resolution by the General Assembly:

a) amendment of the Articles of Association;

b) dissolution of the cooperative;

c) continuation of the cooperative after a resolved dissolution;

d) merger, division and change of legal form of the cooperative in accordance with the provisions of the Transformation Act;

e) withdrawal from cooperative associations and organizations;

f) revocation of the appointment of members of the Supervisory Board;

g) adoption of the annual financial statements, appropriation of the annual surplus or coverage of the annual deficit, and the scope of disclosure of the audit report;

h) discharge of the Management Board and the Supervisory Board;

i) election of the members of the Supervisory Board and determination of their remuneration;

j) exclusion of members of the Management Board and Supervisory Board from the cooperative;

k) election of authorized representatives to conduct legal proceedings against Supervisory Board members due to their office as a corporate body;

l) determination of restrictions on the granting of credit pursuant to § 49 of the Cooperative Societies Act;

m) determination of an entrance fee.

n) determination of ongoing contributions pursuant to § 12 letter g)

§ 31 Majority Requirements

(1) Resolutions of the General Assembly require a simple majority of the votes cast, unless the law or these Articles of Association prescribe a greater majority.

(2) A majority of three quarters of the votes cast is required in the cases named in § 30 letters a) to f), j) and n).

(3) Before a resolution on merger, division or change of legal form under the provisions of the Transformation Act, as well as before a resolution on

dissolution and continuation of the dissolved cooperative, the auditing association shall be heard. An opinion of the auditing association shall be requested by the Management Board in good time and read out at the General Assembly.

§ 32 Discharge

The discharge of the Management Board and the Supervisory Board shall be voted on separately; neither the members of the Management Board nor the members of the Supervisory Board have voting rights in this respect.

§ 33 Voting and Elections

(1) Votes and elections must be secret if the Management Board, the Supervisory Board or at least one quarter of the votes validly cast on this matter so requests.

(2) In the event of a tie, a motion is deemed rejected; in elections, the lot decides in this case.

(3) In determining the voting ratio, only the votes cast are counted; abstentions and invalid votes are not taken into account.

(4) If an election is conducted openly, a separate ballot is required for each mandate to be filled. The person elected is the one who has received the most votes. If no more candidates are proposed than mandates are to be filled, voting may be carried out jointly en bloc, provided no objection is raised.

(5) If an election is conducted secretly, each person entitled to vote has as many votes as there are mandates to be filled. The person entitled to vote marks on the ballot paper the candidates to whom he or she wishes to give his or her vote; only one vote may be cast for any one candidate. The candidates elected are those who have received the most votes.

(6) The elected person shall declare to the cooperative, at the latest without delay after the election, whether he or she accepts the election.

§ 34 Right to Information

(1) Upon request, every member shall be given information in the General Assembly about matters of the cooperative, insofar as this is necessary for proper assessment of the item on the agenda. The information is provided by the Management Board or the Supervisory Board.

(2) The information may be refused insofar as

a) providing the information is, according to reasonable commercial judgment, likely to cause the cooperative a not insignificant disadvantage;

b) the question relates to the purchasing conditions of the cooperative and their calculation bases;

c) the question concerns tax valuations;

d) providing the information would be punishable by law or would violate a statutory, Articles-based or contractual duty of confidentiality;

e) the request for information concerns the personal or business circumstances of a third party;

f) the matter concerns employment-contractual arrangements with members of the Management Board or employees of the cooperative.

§ 35 Minutes of the Assembly

(1) The resolutions of the General Assembly shall be recorded in minutes for evidentiary purposes. The minutes shall be numbered consecutively. Recording in minutes is not a prerequisite for the legal effectiveness of the resolutions.

(2) The minutes should be prepared no later than within two weeks after the close of the General Assembly. They should state the place and day or period of the assembly, form of the assembly and, in the case of an assembly conducted in a stretched procedure (§ 36a para. 3), additionally the form of the discussion phase, name of the chairperson of the assembly, as well as the type and result of the votes and the determinations of the chairperson of the assembly regarding resolution-making. In the case of assemblies pursuant to § 36a para. 1 or in the case of a virtual discussion phase within an assembly conducted in a stretched procedure pursuant to § 36a para. 3, the registered office of the cooperative shall be stated as the place of the assembly. The minutes must be signed by the chairperson of the assembly, the secretary and at least one Management Board member present; the evidence of convening shall be attached as annexes.

(3) In the cases of § 47 para. 3 GenG, a list of the members present or represented and the representatives of the members shall be attached to the minutes. The number of votes of each member present or represented shall be noted.

(4) The minutes shall be kept together with the related annexes. Every member of the cooperative shall be permitted to inspect the minutes.

(5) In addition, in the case of § 36a of the Articles of Association, a list of the members participating in the resolution-making shall be attached to the minutes, indicating the manner in which votes were cast.

§ 36 Right of Associations to Participate

Representatives of the auditing association may participate in every General Assembly in an advisory capacity.

§ 36a Virtual Assembly, Hybrid Assembly and Assembly Conducted in a Stretched Procedure

(1) The General Assembly may be held without physical presence of the members at one place (virtual assembly). In this case it must be ensured that the entire course of the assembly is communicated to all participating members in writing or by means of electronic communication and that all participating members may exercise their rights to speak, make motions, request information and vote in writing or by means of electronic communication. In the convening notice, information must in particular be provided on registration formalities, any access data and, beyond that, the manner in which the rights to speak, make motions, request information and vote may be exercised.

(2) Participation in the General Assembly may also take place, at the member's option, physically at the place of the assembly or without physical presence at that place (hybrid assembly). In this case it must be ensured that the entire course of the assembly is communicated to all participating members by means of electronic communication, that the members participating without physical presence at the place of the assembly may exercise their rights to speak, make motions, request information and vote by means of electronic communication, and that the Management Board and Supervisory Board are represented by members physically present at the place of the assembly. Para. 1 sentence 3 applies accordingly.

(3) Participation in the General Assembly may also be arranged in such a way that the assembly is split into a discussion phase, held as a virtual assembly or as a hybrid assembly, and a voting phase taking place later in time (assembly conducted in a stretched procedure). In this case it must be ensured that during a discussion phase held as a virtual assembly, para. 1 sentence 2 is fulfilled with the exception of the requirements for exercising voting rights, and during a discussion phase held as a hybrid assembly, para. 2 sentence 2 is fulfilled with the exception of the requirements for exercising voting rights. It must also be ensured that during the voting phase all members may exercise their voting rights in writing or by means of electronic communication. Para. 1 sentence 3 applies accordingly; furthermore, it must be communicated how and by when the vote to be cast in writing or by means of electronic communication must be submitted.

(4) The exercise of voting proxies (§ 26 para. 4) without physical presence in the General Assembly is permissible only if the proxy has been evidenced to the Management Board in text form at least one week before the day of the General Assembly.

§ 36b Written or Electronic Participation in Resolution-Making at a General Assembly Conducted Only as an In-Person Assembly

(1) If participation in resolution-making at a General Assembly conducted only as an in-person assembly has been permitted in writing or by means of electronic communication, the convening notice shall state how and by when the written or electronic vote must be cast.

(2) § 36a para. 4 applies accordingly.

§ 36c Participation of Supervisory Board Members in an In-Person Assembly by Audio and Video and Transmission of the General Assembly by Audio and Video

(1) A Supervisory Board member may participate in an in-person assembly by way of audio and video transmission if

a) the Supervisory Board permits this participation option,

b) this was requested from the Management Board in text form at least 1 week before the General Assembly, and

c) the Supervisory Board member credibly affirms that travelling to and from the assembly would take more than 6 hours.

(2) Transmission of the General Assembly by audio and video is permissible. The decision on whether and in what manner the General Assembly is transmitted by audio and video

is incumbent upon the Management Board with the consent of the Supervisory Board. The manner of transmission shall be announced with the convening notice.

IV. Equity Capital

§ 37 Business Share and Business Credit Balance

(1) The business share amounts to EUR 1.00.

(2) The business share shall be paid in full immediately. The maximum number of business shares per member is limited to one business share.

(3) The payments made on the business share plus other credits and less amounts written off to cover losses constitute the business credit balance of a member.

(5) As long as the member has not withdrawn, the business credit balance may not be paid out by the cooperative, may not be set off and may not be used as security in the business operations of the cooperative. A payment owed may not be waived; the member may not set off against it.

(6) The assignment or pledging of the business credit balance to third parties is impermissible and ineffective vis-à-vis the cooperative. Set-off of the business credit balance by the member against his or her liabilities towards the cooperative is not permitted. § 10 applies to the settlement credit balance.

§ 38 Statutory Reserve

(1) The statutory reserve serves only to cover balance sheet losses.

(2) It is formed by an annual allocation of at least 10% of the annual surplus plus any profit carried forward or less any loss carried forward, as well as an amount corresponding to at least 5% of the intended cooperative patronage refund, as long as the reserve has not reached 25% of the balance sheet total.

§ 39 Other Revenue Reserves

(1) In addition to the statutory reserve, another revenue reserve is formed, to which at least 10% of the annual surplus plus any profit carried forward or less any loss carried forward shall be allocated annually. The amount transferred by the Management Board to the further revenue reserve pursuant to paragraph 2 shall be credited. Further revenue reserves may be formed. The Management Board and Supervisory Board decide on their use in a joint meeting (§ 23 para. 2 letter e)).

(2) When preparing the annual financial statements, the Management Board may transfer a portion of the annual surplus, but no more than half, to a further revenue reserve. The Management Board decides on its use.

(3) The General Assembly retains the right to use the revenue reserves to cover balance sheet losses.

§ 39a Capital Reserve

If entrance fees are levied, they shall be allocated to a capital reserve. The Management Board and Supervisory Board decide on its use in a joint meeting (§ 23 para. 2 letter e). The General Assembly retains the right to use it to cover balance sheet losses (§ 45).

§ 40 Obligation to Make Additional Contributions

An obligation of the members to make additional contributions is excluded.

V. Accounting

§ 41 Financial Year

(1) The financial year is the calendar year.

(2) The first financial year begins with the registration of the cooperative and ends on 31 December of that year.

§ 42 Annual Financial Statements and Management Report

(1) The Management Board shall prepare the annual financial statements and the management report, insofar as legally required, for the past financial year within five months after the end of the financial year.

(2) Pursuant to § 16 para. 2 letter g), the Management Board shall submit the annual financial statements and the management report, insofar as legally required, without delay to the Supervisory Board and then, with its comments, to the General Assembly for adoption of the annual financial statements.

(3) Annual financial statements, management report, insofar as legally required, and report of the Supervisory Board should be made available for inspection by the members at least one week before the day of the General Assembly in the business premises of the cooperative or at another place to be announced, made accessible in the non-public members' area on the website of the cooperative, or otherwise brought to their attention.

(4) The report of the Supervisory Board on its review of the annual financial statements and the management report (§ 22 para. 2), insofar as legally required, shall be presented to the ordinary General Assembly.

§ 43 Patronage Refund

The Management Board and Supervisory Board decide on the distribution of a patronage refund before preparation of the balance sheet. The members have a legal claim to the patronage refund resolved by the Management Board and Supervisory Board.

§ 44 Appropriation of the Annual Surplus

The General Assembly decides on the appropriation of the annual surplus in compliance with the provisions of the law and these Articles of Association. The annual surplus attributable to the members is credited to the business credit balance until the business share has been reached or until a business credit balance reduced by an annual deficit has been replenished.

§ 45 Coverage of an Annual Deficit

(1) The General Assembly decides on the handling of the coverage of an annual deficit.

(2) Insofar as an annual deficit is not carried forward or covered by drawing on the other revenue reserves, it shall be covered by the statutory reserve or by the capital reserve or by writing off the business credit balances of the members or by these measures at the same time.

(3) If the business credit balances are drawn on to cover an annual deficit, the share of the annual deficit attributable to the individual member shall be calculated in proportion to the business shares taken up or to be taken up under the Articles of Association by all members at the beginning of the financial year in which the annual deficit arose.

VI. Liquidation

§ 46 Liquidation

After dissolution, the liquidation of the cooperative takes place in accordance with the Cooperative Societies Act. For the distribution of the assets of the cooperative, the law shall apply with the proviso that surpluses are distributed among the members in proportion to their business credit balances.

VII. Announcements

§ 47 Announcements

Announcements of the cooperative shall be published on the publicly accessible website of the cooperative, unless otherwise required by law or by the Articles of Association. The annual financial statements and the statutory management report as well as the documents referred to in § 325 HGB shall be published only in the Company Register. In the announcement, the names of the persons from whom it originates shall be stated.

VIII. Place of Jurisdiction

§ 48 Place of Jurisdiction

The place of jurisdiction for all disputes between the member and the cooperative arising from the membership relationship is the Local Court or the Regional Court having jurisdiction over the registered office of the cooperative.

Certification Note

I hereby certify that the image data contained in this file (copy) corresponds to the paper document submitted to me (original).

Aachen, 24 November 2025

Bernhard Auernhammer, Notary