Articles of Association of Röchling Stiftung GmbH Mannheim

As of April 29, 2019

§ 1
Company, Registered Office

(1) The name of the company is:

      Röchling Stiftung GmbH.

(2) The registered office of the foundation is Mannheim.

(3) In the following, the company will be referred to as “Foundation” for short.

§ 2
Object of the Company

(1) The object of the foundation is the acquisition and holding of investments and other assets, in particular equity interests in Röchling SE & Co. KG, and the use of the income and other donations for charitable, benevolent and ecclesiastical purposes.

(2) The foundation exclusively and directly pursues charitable, benevolent and ecclesiastical purposes within the meaning of the section “Tax-Privileged Purposes” of the German Fiscal Code (§§ 51 et seq. AO). It is a non-profit organization and does not primarily pursue its own economic interests.

(3) The foundation shall use its investment income in particular for

a) scientific work and in particular the development, deepening and advancement of scientific knowledge in the fields of technology (e.g. new materials, new production systems), economics (e.g. innovation management) and social sciences, primarily through

– the funding of research projects in these fields at universities, colleges and non-university institutions,

– the awarding of scholarships abroad to young scientists in this field,

– the promotion of relevant scientific events,

b) education, general education and vocational training,

c) the promotion of international understanding and tolerance in all areas of culture and international understanding;

d) environmental protection, insofar as the purification of air and water, the control of noise, waste disposal and the improvement of the safety of nuclear facilities are promoted;

e) the support of persons who, as a result of their physical, mental or emotional condition, are dependent on the help of others or who are in need within the meaning of § 53 No. 2 AO;

f) the awarding of prizes for outstanding achievements in the fields mentioned under letters a) – e), provided that such an award is ordered by the respective donor. The prize bears the name ordered by the respective donor. If the donor does not specify a name, the name shall be determined by resolution of the shareholders’ meeting;

g) the promotion of research projects and relevant events in the fields mentioned under d) – e);

h) to promote the preservation of historical monuments, whereby the promotion of the preservation of historical monuments refers to the preservation and restoration of architectural monuments recognized according to the respective state laws;

i) to promote religious communities within the meaning of § 54 para. 1 AO.

(4) The purpose of the foundation is also to procure funds in accordance with § 58 No. 1 AO to promote the aforementioned tax-privileged purposes for the realization of the tax-privileged purposes of another corporation or for the realization of tax-privileged purposes by a corporation under public law, or, insofar as it does not operate by way of institutional funding, by realizing its tasks itself or through an auxiliary person within the meaning of § 57 para. 1 sentence 2 AO. Within this framework, the foundation may also promote purposes abroad.

(5) The foundation is entitled and obliged to reject donations that are incompatible with the foundation’s purpose.

§ 3
Share capital

The share capital of the company amounts to EUR 52,200.00.

§ 4
Shareholders, Shares

(1) The founding shareholders were provided with the funds for the acquisition of their share deposit by Röchling SE & Co. KG with the condition that these funds are used for the foundation of the foundation and serve the foundation’s purpose on a permanent basis. The founding shareholders and their successors (= shareholders) therefore do not hold their shares in the foundation for their own benefit, but as trustees for the fulfillment of the foundation’s purpose. This special commitment of the shareholders must always be taken into account when interpreting the articles of association and when exercising the rights and obligations of the shareholders.

(2) The respective successors of the shareholders are determined by the shareholders’ committee of Röchling SE & Co. KG.

(3) A successor for a shareholder must be appointed,

a) if the shareholder informs the foundation by registered letter that he wishes to withdraw from the circle of shareholders,

b) if the shareholder has reached the age of 75,

c) if the shareholder has died,

d) if the remaining shareholders determine with a majority of 75% of the votes cast in an extraordinary shareholders’ meeting convened specifically for this purpose that there is an important reason for the exclusion of the shareholder (exclusion grounds). Grounds for exclusion exist in particular,

aa) if a shareholder is guilty of a serious breach of the duties incumbent upon him in his capacity as a shareholder,

bb) if the conduct of a shareholder or a circumstance relating to his person makes cooperation with him conducive to the foundation’s purpose unreasonable or impossible or considerably more difficult,

cc) if a shareholder is over-indebted or insolvent, if he has lost full legal capacity or if a guardian or curator has been appointed to manage his assets,

e) if the shareholders’ committee of Röchling SE & Co. KG informs the foundation by registered letter that it has decided to replace a shareholder.

(4) The appointment of the successor must take place within a period of three months. This period begins

a) in the case of para. (3) lit. a) with the time at which the shareholder’s letter is received by the foundation,

b) in the case of para. (3) lit. b) with the day on which the shareholder reaches the age of 75,

c) in the case of para. (3) lit. c) with the knowledge of the company of the death of the shareholder,

d) in the case of para. (3) lit. d) with the resolution of the other shareholders that an exclusion ground exists,

e) in the case of para. (3) lit. e) with the time at which the letter from the shareholders’ committee of Röchling SE & Co. KG is received by the foundation.

(5) The shareholder rights arising from a share are suspended until the transfer to the successor appointed in accordance with the provisions of this agreement

a) in the event of the death of a shareholder, from the time of death,

b) in the case of para. (3) lit. d) from the time of the shareholders’ resolution establishing the exclusion ground,

c) in the case of para. (3) lit. e) from the time at which the letter from the shareholders’ committee of Röchling SE & Co. KG is received by the foundation.

(6) The departing shareholder or his heirs must transfer the share to the successor free of charge within one month after the foundation has notified them of the name of the successor. If the deadline is missed, the shareholders may resolve with a majority of 75% of the votes of the shareholders not affected by the departure that the share of the affected shareholder shall pass to the foundation or to a person named in the resolution who is willing to take it over free of charge. The resolution must be notarized.

(7) A resolution aimed at the gratuitous transfer of the share pursuant to para. (6) sentences 2 and 3 is also permissible if compulsory enforcement is carried out on this share.

(8) A transfer of shares in cases other than those specified in this paragraph as well as any other disposal of shares (e.g. pledging) is invalid.

§ 5
Participation and voting rights at the shareholders’ meetings
of the Röchling family companies

The company may only be represented in the shareholders’ meeting of Röchling SE & Co. KG by a member of the shareholders’ committee of Röchling SE & Co. KG.

The company has no voting rights in the meetings of the aforementioned companies.

§ 6
Bodies

(1) The bodies of the foundation are:

a) the shareholders’ meeting
b) the board of trustees
c) the managing director or managing directors.

(2) The shareholders’ meeting determines the annual financial framework for the foundation’s activities. The task of the board of trustees is to plan and decide on the individual foundation projects within this framework, whereby the instructions of the founders and donors must be observed.

(3) The shareholders’ meeting may draw up rules of procedure in which the tasks of the bodies are defined in detail and the measures and actions are named for the implementation of which the management requires the approval of the board of trustees.

§ 7
Shareholders’ Meeting

(1) The ordinary shareholders’ meeting, which resolves on the approval of the annual financial statements and on the discharge of the managing directors, takes place at the latest within six months after the end of the financial year. In addition, shareholders’ meetings take place if a shareholder, the chairman of the board of trustees or a managing director requests this.

(2) The shareholders’ meeting is convened by the managing directors by letter, telegram or telex, stating the agenda and with a notice period of at least 14 days.

(3) Each shareholder has one vote in the shareholders’ meeting. Absent members may have their votes cast in writing by present members. Representation is not permitted.

(4) The shareholders elect a chairman for a term of four years, who chairs the meeting of the shareholders’ meeting. In the event of his absence, the oldest shareholder is the chairman of the meeting.

(5) The shareholders’ meeting has a quorum if at least half of the shareholders are present or participate by written vote. Resolutions are passed by a simple majority of votes, unless a higher majority is prescribed by law or in this agreement.

(6) If all shareholders agree with the form of resolution in question and if there are no mandatory formal requirements, the resolutions of the company may also be passed in another way, especially

a) outside of shareholders’ meetings, in particular in the round-robin procedure in written form, orally or by telephone, fax or e-mail;
b) in combined procedures, in particular by combining a meeting of individual shareholders with a – previous, simultaneous or subsequent – vote of the other shareholders within the meaning of a) as well as by a combination of different voting methods within the meaning of a) (e.g. partly in writing, partly by e-mail, etc.).

(7) Minutes must be taken of each shareholders’ meeting and of each shareholders’ resolution pursuant to para. 6 for evidentiary purposes. Unless a notarial certification is made, the minutes are taken by the chairman. Each shareholder must be sent a copy. The content of the minutes is deemed to have been approved by the shareholder unless he objects to its accuracy in writing, stating reasons, within two weeks of receipt.

(8) The shareholders are entitled to reimbursement of their cash expenses, in particular their travel expenses.

§ 8
Board of Trustees

(1) The board of trustees shall consist of two to seven persons. Shareholders may not be elected to the board of trustees.

(2) The members of the board of trustees are elected by the shareholders’ meeting with a simple majority for a term of four years. Re-election is permitted. Membership should generally end upon completion of the 75th year of age.

(3) The board of trustees elects one of its members as chairman of the board of trustees for the duration of a term of office.

(4) The members of the board of trustees are entitled to reimbursement of their cash expenses, in particular their travel expenses.

(5) The board of trustees has a quorum if at least half of its members are present. Resolutions require a simple majority of the votes cast.

(6) If all members of the board of trustees agree with the form of resolution in question and if there are no mandatory formal requirements, the resolutions of the board of trustees may also be passed in another way, especially

a) outside of board of trustees meetings, in particular in the round-robin procedure in written form, orally or by telephone, fax or e-mail;

b) in combined procedures, in particular by combining a meeting of individual members of the board of trustees with a – previous, simultaneous or subsequent – vote of the other members of the board of trustees within the meaning of a) as well as by a combination of different voting methods within the meaning of a) (e.g. partly in writing, partly by e-mail, etc.).

(7) Minutes must be taken of each meeting of the board of trustees and of each resolution of the board of trustees pursuant to para. 6 for evidentiary purposes. The minutes are taken by the chairman of the board of trustees. Each member of the board of trustees must be sent a copy. The content of the minutes is deemed to have been approved by the member of the board of trustees unless he objects to its accuracy in writing, stating reasons, within two weeks of receipt.

§ 9
Management, Representation

(1) The foundation has one or more managing directors. The first managing director is appointed or dismissed by the shareholders’ meeting. Further managing directors are appointed or dismissed by the shareholders’ meeting in agreement with the board of trustees.

(2) If only one managing director is appointed, he represents the foundation alone. If several managing directors are appointed, the foundation is represented by two managing directors jointly or by one managing director in conjunction with an authorized signatory. The shareholders’ meeting may grant one or more managing directors sole power of representation and exemption from the restrictions of § 181 BGB.

(3) A managing director of Röchling Stiftung GmbH may not at the same time be a managing director of Röchling SE & Co. KG.

§ 10
Financial Year, Balance Sheet and Appropriation of Profits

(1) The financial year of the foundation is the calendar year. The first financial year begins with the registration of the foundation and ends on December 31 of the year of registration.

(2) The annual financial statements must be prepared by the management within the statutory deadlines each year at the end of the financial year.

(3) The annual result resulting from the balance sheet and available may only be used for statutory purposes. A precautionary reserve may be formed to fulfill long-term foundation tasks. The shareholders do not receive any profit shares and, in their capacity as shareholders, also no other contributions from the company’s funds.

(4) No person may be favored by administrative expenses that are alien to the purposes of the foundation or by disproportionately high remuneration.

§ 11
Dissolution of the Foundation

(1) A shareholders’ resolution with which the dissolution of the foundation is resolved requires a majority of 75% of the votes of all shareholders.

(2) The liquidators are the managing directors, unless the shareholders transfer the liquidation to other persons with a simple majority of votes.

(3) The liquidation proceeds are to be used for charitable purposes within the Federal Republic of Germany.

The resolutions on the use of the liquidation proceeds may only be carried out after the consent of the responsible tax office.

§ 12
Amendments to the Articles of Association

(1) Amendments to these Articles of Association require a majority of 75% of the votes of all shareholders.

(2) Amendments that affect the right of the shareholders’ committee of Röchling SE & Co. KG to appoint and dismiss shareholders require the consent of the shareholders’ committee of Röchling SE & Co. KG.

§ 13
Publication

Announcements are made in the electronic Federal Gazette.

§ 14
Severability Clause

Should individual provisions of this contract be or become wholly or partially invalid or should there be a loophole in the contract, this shall not affect the validity of the remaining provisions. In place of the invalid provision, that valid provision shall be deemed agreed which corresponds to the meaning and purpose of the invalid provision. In the event of a loophole, that provision shall be deemed agreed which corresponds to what would have been agreed according to the meaning and purpose of this contract if the matter had been considered from the outset.