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Statutes

non-binding translation of German version - in the case of any discrepancies, the German text prevails

 

Statutes of the EuroKids non-profit limited liability company

 

§ 1. Name and registered office

1. The name of the company is -

 

EuroKids gGmbH (non-profit limited liability company)

2. The registered office of the company is in Frankfurt am Main.

 

§ 2. Purpose of the company

1. The company exclusively and immediately pursues charitable purposes within the meaning of the section "Tax-privileged purposes" of the Tax Code (Abgabenordnung). The company acts altruistically; it does not primarily pursue its own economic interests.

2.  The purpose of the company is to promote the education of pupils and pre-school children at the European School of Frankfurt and other schools (Section 52 (2) No. 7 AO) and to promote internationalism, tolerance in all areas of culture and international understanding (Section 52 (2) No. 13 AO).

3. The purpose of the Statutes is realized in particular by:

− supervision of School pupils and pre-school children outside of school hours and

during school holidays;

− the promotion of their athletic, artistic, scientific, cultural, mother-tongue and foreign

language skills;

− the promotion of their intercultural skills, European sentiment and international

understanding;

− coordination of collective student transport.

 

§ 3. Duration of the company and fiscal year

1. The Company has been established for an indefinite period of time.

2. The fiscal year is the calendar year. The fiscal year from 01 September 2017 until the change of company contract was entered in the commercial register is an abbreviated fiscal year. The fiscal year beginning with the registration of the change in the company contract in the commercial register (Handelsregister) until 31 December 2017 is another abbreviated fiscal year.

 

§ 4 Announcements and audits

1. The company's announcements are made only in the Federal Gazette (Bundesanzeiger).

2. Unless otherwise required by law, the annual financial statements of the company (without a management report) must be audited by an auditor and/or tax advisor, whereby section 316 of the Commercial Code applies accordingly to the scope of the audit.

 

§ 5 Share capital, shares, shareholder contributions

1. The share capital of the company is EUR 130,000 (in words: one hundred and thirty thousand euros).

2. The Parents' Association of the European School Frankfurt am Main e.V., registered in the register of associations at the district court of Frankfurt am Main under VR 12398 (hereinafter: "Parents' Association"), assumes all 25,000 shares (1-25,000) at the founding, in the nominal amount of EUR 1.00 each.

3. The deposits to be made on the shares are paid in full and are immediately due for payment in full.

 

§ 6 Allocation of resources

1. The company's funds may only be used for statutory purposes. Shareholders may not receive any profit shares or other contributions from the company's funds.

2. In the event of their leaving the company, company dissolution or discontinuation of taxprivileged purposes, shareholders shall not receive back more than their paid shares and/or the fair value of their contributions in kind.

3. No person may be favoured by expenditure alien to the purpose of the company or by disproportionately high remuneration.

 

§  7 Remaining assets

If the company is dissolved or tax-privileged purposes cease to apply, the assets of the company shall be transferred to the Parents' Association, and if the latter is dissolved, to the European School Frankfurt am Main, which shall use them exclusively and directly for

Page 3 tax-privileged purposes, to the extent that they exceed the paid-up shares of theshareholders and/or the fair value of their contributions in kind.

§ 8 Disposal of shares

The disposal of shares or partial shares in the Company requires prior shareholder agreement in order to be effected.

 

§ 9 Management and representation

1. The company has one or more managing directors.

2. If only one managing director is appointed, they represent the company alone. If several managing directors are appointed, two managing directors together or one managing director together with an authorized representative represent the company.

3. By shareholder decision, each managing director may be granted individual representation and/or partial exemption from the restrictions of Section 181 of the German Civil Code (BGB).

4. Managing directors are obliged to conduct the business of the company in accordance with the law, these statutes in their current version, the rules of procedure established by the Advisory Board and approved by the Shareholders' Meeting as well as the resolutions

of the Shareholders' Meeting. In particular, they must comply with instructions from the shareholders and the advisory board and may only carry out the transactions designated as subject to consent (Section 11 paragraph 9) before the agreement.

5. Managing directors have to report on the course of business regularly - at least quarterly in writing to the advisory board. The Chairman of the Advisory Board shall also be reported to on important occasions and upon request.

6. The current regulations also apply to liquidators. If the company is liquidated by the previous managing directors in accordance with Section 66 (1) GmbHG, their specific power of representation shall also continue to exist as liquidators.

 

§ 10 Shareholders Meeting

1. The decisions of the company are made in shareholder meetings. However, decisions may also be made outside of shareholder meetings, in particular by the circulation methods of the written form, orally, in video conferences or by telephone, fax or e-mail, or in

combination of such procedures with a meeting, if no shareholder objects and there are no special formal requirements.

2. Unless a notarial record is made of the shareholders' meeting or the passing of a resolution, minutes shall be prepared for the purposes of evidence, not as a prerequisite for effectiveness, in which place and day, the participants, the items on the agenda, the

essential content of negotiations, if any, and the resolutions passed are to be stated.

3. The Shareholders' Meeting shall decide in particular on:

− the approval of the annual accounts;

− the appointment and dismissal of directors;

− the discharge of directors and members of the Advisory Board;

− the election of the statutory auditor (Section 4, 2);

− the assertion of claims for compensation against managing directors and members of

the Advisory Board;

− the amendment of the partnership agreement and the dissolution of the company.

 

§ 11 Advisory board

1. The company has an Advisory Board. The Advisory Board consists of two members, who are provided by the Parents' Association, and one member, who is provided by the European Central Bank. A substitute may also be appointed for each member.

2. The Shareholders' Meeting may, by decision, increase the number of members of the Advisory Board in accordance with the following conditions. For each additional member appointed by the Parents' Association, another member shall be added, appointed by the

European Central Bank.

3. The appointment and dismissal of members of the Advisory Board and their representatives shall be effected by a written declaration to the company by the Parents' Association or the European Central Bank. Directors of the company cannot be members of the Advisory Board. If no term of office is indicated in the office of the advisory board member, the members of the advisory board shall be appointed for an indefinite period. Members of the Advisory Board and their representatives shall remain in office until their respective successors are appointed. Members of the Advisory Board may resign without giving reasons to the company, except at an inopportune time. The Chairman of the Advisory Board shall inform the Parents' Association, the European Central Bank and theother members of the Advisory Board of this without delay. Members of the Advisory Board who have been dismissed or who have resigned prematurely for other reasons shall be replaced without delay by new members of the Advisory Board.

4. The Advisory Board shall elect a Chairman and a Vice-Chairman from among its members and shall draw up their own rules of procedure. If the Chairman or Vice-Chairman is removed before the end of their term of office, the Advisory Board shall immediately elect a new Chairman or Vice-Chairman. The Vice-Chairman shall have the rights and obligations of the Chairman only if the Chairman is unable to carry out their duties.

5. Resolutions of the Advisory Board are passed by a simple majority of the votes cast. The Advisory Board shall have a quorum if at least three members participate in the passing of a resolution.

6. As a rule, resolutions of the Advisory Board are passed in meetings. The Advisory Board shall meet at the request of the managing directors or the shareholders or the members of the Advisory Board, but at least three times per year. In addition to the members of the

Advisory Board, or, in the event of their prevention, their respective representatives, the managing directors (without voting rights) are to attend the meetings of the Advisory Board in principle. The Advisory Board may, by decision, exclude directors from attending a meeting or invite other non-voting participants to its meetings. Meetings shall be chaired by the Chairman of the Advisory Board. For the purposes of evidence, a record of each meeting of the Advisory Council shall be drawn up in which the place and date of the meeting, the participants, the items on the agenda, the essential content of the negotiations and the decisions of the Advisory Board shall be indicated. The minutes shall be signed by the Chairman to transmit to the members of the Advisory Board, the Parents' Association and the European Central Bank.

7. By order of the Chairman, the Advisory Board may, subject to deviating mandatory legal provisions, pass resolutions outside of meetings, in particular by circulation in writing, orally, in video conferences or by telephone, fax or e-mail, or in combination of such

procedures with a meeting, if no member objects without delay. Absent members of the Advisory Board may participate in resolutions by having their written vote handed over by another advisory board member. The above provisions on minutes and transmission

shall apply accordingly.

8. In particular, the Advisory Board has the following tasks:

a) to establish, change and terminate the employment relationship with the company's directors and to conclude, amend and terminate the service agreement on behalf of the Company;

b) Advising the managing director and supervising the management;

c) to issue instructions to the managing directors if necessary;

d) examine and approve the economic plans to be drawn up by management in consultation with the European Central Bank;

e) to define the rotation and scope of management reporting;

f) to examine the annual report and the annual financial statements and to submit them to the shareholder group for approval.

9. Unless the approved business plans (Section 11 8 lit. c.) already expressly contain an authorization, the following transactions require the approval of the Advisory Board:

a) The conclusion of rental or leasing contracts;

b) The granting of loans, guarantees and warranties, the assumption of liabilities and bills of exchange;

c) The waiving of claims in so far as they exceed the amount of EUR 500.00 in individual cases;

d) The conclusion and modification of service and work contracts in so far as they exceed the amount of EUR 10,000.00 per fiscal year with one provider;

e) The purchase of goods in so far as they exceed the amount of EUR 1,000.00 in individual cases;

f) The conclusion, modification and termination of employment, work or service contracts.

10. Unless the law or this partnership agreement expressly stipulates otherwise, the provisions of the German Stock Corporation Act governing the Supervisory Board do not apply to the Advisory Board. Similarly, the provision of Section 52 GmbHG does not apply to the Advisory Board, to the extent permitted by law.

§ 12 Founding expenses

The company bears the founding expenses (costs for notary public and court as well as possible

permits, legal fees and tax advisor services) up to a total amount of 2,500 euros.

§ 13 Severability clause

Should any clause be wholly or partially void, invalid or unenforceable, the validity and

enforceability of all other clauses remains untouched. In order to replace the void, invalid or

unenforceable clause, an effective and enforceable clause shall be adopted which comes closest

to resembling the invalid or unenforceable clauses in subject, dimension, time, place and

scope of application. The same applies to the filling of potential gaps in this contract.

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