Our
Statutes

§ 1 Name, registered office and legal form

1. The name of the foundation is Friedel & Gisela Bohnenkamp-Stiftung.
2. The founder within the meaning of these statutes is Mrs. Gisela Bohnenkamp.
3. The Foundation is a foundation with legal capacity under civil law with its registered office in Osnabrück.
4. The financial year is the calendar year.

§ 2 Purpose and tasks of the foundation

1. The Foundation pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.
2. The tasks of the foundation are: a) the promotion of art, culture and science b) the promotion of education and upbringing of children who are willing to achieve, in particular of former and active employees of the company of Bohnenkamp AG, Osnabrück c) the promotion of environmental protection and nature conservation as well as landscape conservation d) the promotion of youth and elderly care e) the support of persons in need who meet the requirements of § 53 of the German Fiscal Code (AO) in the respective version, in particular of active and former employees of the company of Bohnenkamp AG, Osnabrück.
3. The purpose of the foundation is also to maintain the gravesite of Friedel and Gisela Bohnenkamp and to honor their memory within the limits of charitable law (§ 58 No. 6 AO).
4. The Foundation may also realize the above purposes indirectly by raising funds for tax-privileged purposes of other corporations or for the realization of tax-privileged purposes by a corporation under public law in the areas mentioned in this § 2. The procurement of funds for a corporation under private law with unlimited tax liability requires that the corporation itself is tax-privileged.
5. The Foundation shall make use of auxiliary persons to fulfill its tasks insofar as it does not perform the tasks itself.
6. As far as possible, the foundation should have a say in the conceptual design or influence of all funded projects.
7. The beneficiaries are not legally entitled to a grant. The recipients are obliged to provide evidence that the funds have been used for the intended purpose. Applications for grants and donations from employees of the Bohnenkamp AG company as defined in paragraph 2 shall be given special consideration within the limits of charitable law.
8. The tasks of the Foundation can be carefully developed further through amendments to the Articles of Association in line with the necessities of changing circumstances, within the framework of charitable status and in accordance with the will of the founder as laid down in the Articles of Association.

§ 3 Assets of the Foundation

1. Upon its establishment, the Foundation's assets consist of a 25% stake (based on the total share capital) in the shares of class B in Bohnenkamp-Verwaltungs-Gesellschaft mit beschränkter Haftung in Osnabrück. At the time the foundation was established, Bohnenkamp-Verwaltungs-Gesellschaft mit beschränkter Haftung held all shares in Bohnenkamp AG, the managing holding company of the Bohnenkamp Group, Osnabrück.
2. The foundation's assets are to be maintained undiminished. Reallocation of assets is permitted. Donations from third parties are available to the foundation for its statutory tasks, insofar as they are not intended to accrue to the foundation's assets.
3. Surpluses from asset management and profits from commercial business operations (§ 14 AO) may be allocated to the foundation's assets in full or in part in the year in which the foundation is established and in the two following calendar years.
4. If the founder's will cannot be realized otherwise and the existence of the foundation is guaranteed for a reasonable period of time, the foundation's assets can be used for statutory purposes with the approval of the foundation authority. In subsequent years, the amount utilized must be returned to the Foundation's assets as far as possible.

§ 4 Fulfillment of the Foundation's tasks 

The purpose of the Foundation shall be fulfilled from the income from the Foundation's assets and from any donations from the Founder or third parties (donations) that are not expressly intended to increase the Foundation's assets. The costs of the foundation are to be covered in advance from the income and donations.

§ 5 Restriction to the purpose of the Foundation

1. The Foundation is a non-profit organization. It does not primarily pursue its own economic purposes.
2. The Foundation's funds may only be used for the statutory purposes. No person may benefit from expenses that are alien to the Foundation's purpose or from disproportionately high remuneration or other contributions to assets.
3. The Foundation may allocate all or part of its funds (income and donations within the meaning of § 4) to a free or earmarked reserve or to its assets within the framework of what is permissible for tax purposes (§ 62 AO).
4. The Foundation may take out loans up to an amount of 50% of the free reserves formed. The loans must be repaid in full within a maximum of three years.

§ 6 Bodies of the Foundation

1. The bodies of the Foundation are the Board of Directors and the Board of Trustees.
2. The members of the bodies are only liable to the Foundation for intent and gross negligence.

§ 7 Composition of the Executive Board

1. The Board of Directors consists of one or more, but no more than three members. The first members of the Board of Directors shall be appointed by the Founder in the deed of foundation. The term of office of the members is 5 years. Thereafter, the members of the Board of Directors are elected and dismissed by the Board of Trustees for a term of office of up to 5 years. After the death of the founder, at least one descendant of the founder shall be a member of the Board of Directors, notwithstanding the following sentences. Agreements are to be concluded with the members of the Board of Directors before they take up their duties, which require the approval of the Board of Trustees to be effective. When concluding service contracts, the Foundation shall be represented by the Chairman of the Board of Trustees. Members of the Board of Directors may be re-elected - even several times. The Board of Trustees appoints a chairperson or a spokesperson for the Board of Trustees and their deputy from among the members of the Board of Directors.
2. A member of the Board of Trustees may not be a member of the Foundation's Executive Board at the same time. Sentence 1 does not apply to the founder. Simultaneous chairmanship of both bodies is not permitted.
3. The maximum age limit for members of the Board of Directors at the time of appointment is 70 years. This limit does not apply to the founder, Ms. Gisela Bohnenkamp. In order to ensure continuity and to safeguard the foundation's idea, the average age of the members of the Board of Directors should not exceed 60 years. The founder is not included in the calculation of the current average age.

§ 8 Internal organization of the Board of Directors

1. The Board of Directors may adopt rules of procedure governing the allocation of responsibilities and cooperation within the Board of Directors. The rules of procedure require the approval of the Board of Trustees to be effective.
2. The Board of Directors generally passes its resolutions in meetings, which are usually convened quarterly or otherwise as required by the Chairperson or the Spokesperson of the Board of Directors or the Deputy Chairperson with a notice period of 4 weeks.
3. Resolutions may also be passed outside of meetings, in particular by written circulation procedure, provided the Chairman or Spokesman of the Management Board suggests this and no member of the Management Board objects or all members of the Management Board participate in the resolution.
4. The Executive Board is quorate if at least half of its members participate in the decision-making process.
5. Board meetings are chaired by the Chairman or Spokesperson of the Board of Directors. If the chairperson or spokesperson is unable to attend, the meeting shall be chaired by the oldest member of the Board of Directors present in terms of age.
6. The Board of Directors passes its resolutions by a simple majority of all members. In the event of a tie, the Chairman or, if he is unable to attend, the Deputy Chairman shall have the casting vote, provided that a Chairman of the Board of Directors has been appointed.
7. Minutes must be taken of the resolutions, signed by the chairperson of the meeting and sent to all members of the Board of Directors in text form. Objections to the accuracy of the minutes can only be made to the chairperson of the meeting in text form within 4 weeks of receipt of the copy. Once this period has expired, the recorded resolutions may no longer be contested.

§ 9 Duties of the Board of Directors

1. The Board of Directors represents the Foundation in and out of court. It has the status of a legal representative and is represented externally by the Chairman or the Spokesman or by the Deputy Chairman. The deputy shall only make use of his/her right of representation internally if and insofar as the chairman or spokesperson is unable to do so. Proof that the chairperson or spokesperson was unable to attend is not required for the measures taken by the deputy to be effective.
2. The members of the Executive Board jointly manage the Foundation's business. The Board of Directors develops the annual plan and, if necessary, the multi-year plan, coordinates it with the Board of Trustees and ensures its implementation. The management authority may be limited by the rules of procedure of the Board of Trustees or the Executive Board.
3. The members of the Management Board must act with the due care and diligence of a prudent businessman and are bound by the purpose of the Foundation and these Articles of Association.
4. Unless restricted by paragraph 5, the duties of the Board of Directors include in particular
   1. the management of the foundation's assets
   2. the allocation of foundation funds
   3. deciding on the formation of reserves
   4. Accounting and reporting on the administration of the foundation to the Board of Trustees and the foundation supervisory authority
   5. the foundation's public relations work
   6. proper and careful financial planning. The Executive Board draws up an annual financial plan that describes a short and medium-term and, if necessary, long-term operational framework, including budget estimates, on the basis of the fundamental strategic decisions. The annual plan (= short-term financial planning) for the following year must be submitted to the Board of Trustees by December 15 of the current year at the latest.
   7. informing the Board of Trustees at least once a year about all planning issues relevant to the Foundation, in particular project planning. The Board of Trustees may also request additional meetings in writing by a simple majority, also by circulation procedure.
   8. by May 31 of each year, a comprehensive report to the Board of Trustees on the activities of the past financial year as well as the auditor's report - insofar as the Foundation is subject to mandatory auditing - on the annual financial statements for the past financial year. If possible, proposals for the Foundation's future activities and a draft of the short-term financial plan should also be submitted.
   9. if necessary, the appointment of employees.
5. The Management Board may only undertake transactions and measures that go beyond the ordinary business operations of the Foundation or that involve an extraordinary economic risk with the approval of the Board of Trustees. This applies in particular to the following transactions and measures: a) Determining the strategic principles and focus of the foundation's work. b) Disposing of shares or parts of shares - directly or indirectly - in the Bohnenkamp Group, Osnabrück, by means of legal transactions (including assignment, pledging, other encumbrances, etc.). This also applies to any obligation under the law of obligations, the granting of sub-participations and silent partnerships, the establishment of a trust and comparable legal transactions. c) The utilization of free reserves pursuant to § 5 (3). d) The acquisition, sale and/or encumbrance of participations of any kind (with the exception of participations within the scope of asset management of the free reserves pursuant to § 5 (3)); letter b) remains unaffected.
   e) Donations (use of funds) within the scope of the Foundation's purposes, insofar as this exceeds an amount threshold determined by the Board of Trustees. The Board of Trustees may also adopt a catalog of transactions requiring approval, which may deviate from the above letters a) to e).

§ Section 10 Remuneration of the members of the Executive Board

The members of the Management Board are entitled to appropriate remuneration. The remuneration is calculated plus statutory value added tax, if applicable. The amount of remuneration shall take into account the scope of the duties and the responsibility to be assumed and the necessary cash expenses. The remuneration shall be set out in a written agreement to be concluded between the member of the Board of Trustees and the Foundation before the commencement of the activity or before the extension of a term of office (Section 6 (4) sentence 3 of the Lower Saxony Foundation Act).

§ 11 Composition of the Board of Trustees

1. The Board of Trustees shall consist of a minimum of 3 and a maximum of 10 members. One member must be related to the founder by blood or marriage, unless the founder herself is a member of the Board of Trustees.
2. The first members of the Board of Trustees are appointed by the founder in the deed of foundation. Otherwise, the members of the Board of Trustees are elected by the Board of Trustees itself in its most recent composition. A retiring member of the Board of Trustees shall submit a proposal for a successor. The proposal shall have no binding effect. For the member within the meaning of paragraph 1 sentence 2, a proposal from among the Founder's descendants in particular shall be considered. Notwithstanding sentence 1, the Chairman of the Board of the Bohnenkamp Foundation Family and Management shall be a natural member of the Board of Trustees for as long as the Bohnenkamp Foundation Family and Management exists.
3. The term of office of the trustees is a maximum of 5 years. Re-election, even several times, is possible. The exact term of office is specified in the deed of foundation or in the resolution on the election.
4. The average age of the members of the Board of Trustees should not exceed 72 years at the time of appointment. Notwithstanding the provisions in paragraph 2 sentences 1 to 4, the individual member shall automatically resign from the Board of Trustees at the end of the first meeting of the Board of Trustees following the member's 75th birthday, without the need for dismissal. This provision does not apply to the founder Ms. Gisela Bohnenkamp, who is not to be included in the calculation of the average age in accordance with sentence 1. The provision in sentence 2 does not apply to the member of the Board of Trustees born in accordance with paragraph 2 sentence 5.
5. The Board of Trustees elects a chairperson from among its members and, if necessary, a deputy chairperson. The Chairman of the Board of Trustees shall represent the Board of Trustees vis-à-vis the Management Board. If the Chairman is unable to perform this task, his deputy shall do so. For the measures taken by the deputy to be effective, it is not necessary to prove that the chairperson was unable to attend.

§ Section 12 Internal rules of procedure of the Board of Trustees

1. The Board of Trustees may adopt rules of procedure.
2. The Board of Trustees shall decide on all matters within its remit by resolution.
3. The resolutions of the Board of Trustees are generally passed in meetings. The Board of Trustees should hold a meeting at least once a year. The rules of procedure of the Board of Trustees may stipulate a higher number. Meetings of the Board of Trustees shall be convened by the Chairman in writing, by fax or by email, giving fourteen days' notice and stating the agenda. In urgent cases, the convener may shorten the notice period and convene the meeting verbally or by telephone. In the case of a resolution to amend the Articles of Association, the notice period is 2 months. Additional meetings may be convened at the request of the Chairman of the Board of Trustees, a simple majority of the members of the Board of Trustees or at the request of the Foundation's Executive Board.
4. Resolutions may also be passed outside of meetings, in particular by written circulation procedure, provided the Chairperson suggests this and no member of the Board of Trustees objects or all members of the Board of Trustees participate in the resolution. Paragraph 3 shall apply accordingly.
5. The Board of Trustees shall constitute a quorum if more than half of its members participate in the passing of resolutions. If a meeting proves not to have a quorum, the chairperson may convene a new meeting without delay; this meeting shall then have a quorum regardless of the number of members present, provided that this has been indicated in the notice convening the new meeting.
6. Resolutions require a simple majority of the votes cast, unless these Articles of Association expressly require a larger majority. In the event of a tie, the Chairman has the casting vote. If the Chairman is unable to attend, the Deputy Chairman also has the right to cast the deciding vote. Resolutions on amendments to the Articles of Association and the dissolution of the Foundation require a majority of at least four-fifths of all members of the Board of Trustees. Sections 16 and 18 remain unaffected.
7. Resolutions may not be passed against the vote of the member named in § 11 paragraph 2 sentence 5 (Chairman of the Board of Directors of the Bohnenkamp Foundation Family and Management).

Minutes shall be taken of the resolutions of the Board of Trustees and signed by the Chairman. § Section 8 (7) shall apply accordingly.

§ 13 Tasks of the Board of Trustees

1. The task of the Board of Trustees is to advise and monitor the Board of Directors in the management of the Foundation's business. The Board of Trustees shall be involved in decisions of fundamental importance to the Foundation. The Board of Trustees maintains a regular dialog with the Board of Directors on the fulfilment and further development of the foundation's purpose, the foundation's strategy and ensuring the continuity of the foundation. In managing the foundation, the Board of Trustees and the Management Board should follow the entrepreneurial guidelines and ethical convictions of Friedel and Gisela Bohnenkamp, insofar as this is permissible within the framework of the foundation's charitable status.
2. The duties of the Board of Trustees also include: a) Approving the audited annual financial statements of the Foundation. b) Appointing the Foundation's auditor. c) accepting the reports of the Executive Board and discharging the members of the Executive Board for the financial year.
3. The Board of Trustees may make use of expert advice in its activities and consult experts and advisors at its meetings. These experts and advisors shall be bound to secrecy unless they are already bound to secrecy under professional law.

§Section 14 Legal disposal of shares in the Bohnenkamp Group

The Board of Trustees may only approve a resolution on a legal transaction referred to in § 9 paragraph 5 letter b) if, after conscientious examination, it has come to the conclusion that the resolution is in line with the spirit of the founder and her wish that the independence of the company be preserved and promoted for as long as it is economically viable. § Section 12 (7) remains unaffected.

§ Section 15 Remuneration of the members of the Board of Trustees

The Board of Trustees shall decide on the remuneration of the members of the Board of Trustees by resolution. § Section 12 (7) remains unaffected.

§ Section 16 Amendment of the Articles of Association

1. Amendments to the Articles of Association require valid reasons. The new provisions shall be made in accordance with the founder's wishes.
2. Amendments to the Articles of Association shall only become effective after approval by the supervisory authority. Amendments to the articles of association that affect the purpose of the foundation require the approval of the tax office.

§ 17 Conflicts of interest, confidentiality

1. The members of the Board of Trustees and the Management Board are solely committed to the interests of the Foundation. No member of the Board of Trustees or the Management Board may directly pursue personal interests in their decisions. Each member of the Board of Trustees and the Management Board must disclose any potential conflicts of interest immediately.
2. The members of the Board of Directors and the Board of Trustees may not demand or accept benefits or other advantages from third parties for themselves or for other persons in connection with their work for the Foundation.
3. All matters relating to the Foundation, in particular business and trade secrets, must be kept confidential from third parties. This obligation continues indefinitely even after leaving the Board of Trustees and the Board of Directors.
4. In the case of legal transactions with members of governing bodies, the auditor must carry out a third-party comparison. The market conformity of these legal transactions must be confirmed in the audit report.

§ Section 18 Dissolution and winding up

1. The Board of Trustees shall decide on the dissolution of the Foundation. Such a resolution is only permissible for compelling reasons and with the approval of the supervisory authority. A compelling reason exists in particular if the purpose of the Foundation can no longer be fulfilled on a permanent and sustainable basis. This resolution must be passed unanimously.
2. If the Foundation is dissolved or abolished, the assets remaining after the liquidation shall be transferred to a corporation recognized as tax-privileged or to a corporation under public law for use for the purposes specified in § 2. The corporation shall be determined by the Board of Trustees.
3. Resolutions on the use of the assets may only be implemented after approval by the responsible tax office.

§ 19 Founder's rights

The Founder reserves the following rights during her lifetime, which, when exercised, take precedence over the rights of the Board of Trustees and the Board of Directors as specified in these Articles of Association (Founder's rights): a) The amendment of the Articles of Association within the scope of the Foundation's charitable status. b) Appointment and dismissal of members of the Board of Trustees and the Executive Board. c) As long as the Founder is a member of the Board of Trustees, a resolution of the Board of Trustees, including its committees, shall not be passed if the Founder votes against or otherwise objects (right of veto and objection). If the founder has not participated in a resolution or has not already objected to it, the resolution must be sent to the founder without delay. An objection by the Founder to this resolution can only be declared to the Board of Trustees in text form within one week of delivery.

§ 20 Entry into force

These Articles of Association shall enter into force after approval by the supervisory authority.

§ 21 Severability clause

Should a provision of these Articles of Association be or become invalid or should the Articles of Association contain a loophole, this shall not affect the legal validity of the remaining provisions. Any loopholes shall be filled in accordance with the purpose and tasks of the Foundation and the effective provisions of these Articles of Association.

Status: November 9, 2020