Articles of Association atmosfair gGmbH

Article 1 Company name, registered office

(1) The company is a limited liability company. The name of the company is “atmosfair gGmbH”

(2) The registered office of the company is the UN City of Bonn.

(3) Although the masculine form is used throughout this text to make it easier to read, all information applies to both genders.

Article 2 Subject

(1) The purpose of the company is to promote environmental protection, in particular climate change mitigation, education, international understanding and development cooperation.

(2) The purpose of the company shall be achieved in particular through the promotion and implementation of measures to reduce greenhouse gas emissions, for example through solar energy, hydropower, biomass and energy-saving projects, which at the same time serve the purpose of sustainable development, especially in developing countries, as well as measures to raise awareness and educate the public with regard to the purpose of the company, in particular through seminars, workshops, campaigns, online presence and media work.

(3) The company may perform all activities which directly or indirectly serve the company’s purpose. It may support and establish offices at home and abroad. The company may solicit donations for climate action projects in compliance with the “atmosfair standards” and monitor these standards.

Article 3 Non-profit status

(1) The company shall pursue exclusively and directly non-profit purposes within the meaning of the provisions in the Abgabenordnung (fiscal code) under “Steuerbegünstigte Zwecke” (tax-privileged purposes).

(2) The company shall operate altruistically. It shall not primarily pursue its own financial interests.

(3) Company resources may be used only for purposes in conformity with these articles of association. The shareholders may not receive any share of the profits or, in their capacity as shareholders, any other benefits from the company resources.

(4) No one may benefit from expenditures that are not aligned with the company’s purpose or from excessively high remuneration.

(5) Should the shareholders withdraw from the company, the company be dissolved or the tax-privileged purposes cease to apply, the shareholders shall not receive back more than their paid-up capital shares and the fair market value of their non-cash contributions.

(6) Should the company be dissolved or the tax-privileged purposes cease to apply, the assets of the company, provided they exceed the paid-up capital shares of the shareholders and the fair value of the non-capital contributions made by the shareholders, shall be transferred to Stiftung Zukunftsfähigkeit, Bonn, which shall use them directly and exclusively for non-profit purposes. If, at the time the company is dissolved, Stiftung Zukunftsfähigkeit no longer exists or is unwilling or unable to assume the remaining assets of the company, the company assets shall be transferred to a legal entity under public law or another tax-privileged corporation for the purpose of promoting non-profit purposes in accordance with Article 2 (1).

Article 4 Share capital, capital contributions

(1) The share capital of the company is €25,000.00 (in words: twenty-five thousand euros).

(2) The share capital is divided into 500 shares with a nominal value of €50.00 (in words: fifty euros) each. Stiftung Zukunftsfähigkeit, Bonn, and Dr. Dietrich Brockhagen, Berlin, each hold 250 shares.

Article 5 Duration, financial year

(1) The company is established for an indefinite period of time.

(2) The financial year corresponds to the calendar year.

Article 6 Company bodies

(1) The company bodies are the general meeting of shareholders (Article 9), the company management (Article 7), the Advisory Board for atmosfair Standards (Article 11) and the Supervisory Board (Article 14)

(2) These bodies shall perform their respective duties in accordance with the provisions of these articles of association. They can mutually involve each other in this process and, where possible, use appropriate formats to do so, such as scheduling meetings at adjacent times or informing one other of agendas and resolutions.

(3) Resolutions of the bodies may be adopted at in-person meetings or by written, faxed, telephone or electronic procedure, by telephone or video conference or using other media, which may also be used in combination.

(4) Section 52 (1) Limited Liability Companies Act (GmbHG) shall not apply to the Advisory Board for atmosfair Standards and the Supervisory Board.

Article 7 Company management

(1) The company has one or more managing directors

(2) The number of managing directors as well as their appointment and dismissal and the conclusion, amendment and termination of the employment contracts shall be determined by the general meeting of shareholders. The remuneration of the managing directors is determined by the Supervisory Board. Shareholding managing directors may only be dismissed for good cause. In the event of a tie, the votes of the shareholding managing directors shall prevail. The individuals concerned shall be excluded from voting on the appointment or dismissal of shareholding managing directors and on all matters concerning their own affairs.

(3) The managing directors are bound to conduct the business of the company in accordance with the law, these articles of association, the resolutions of the shareholders, the decisions of the Supervisory Board as well as the Advisory Board for atmosfair Standards and, if applicable, the rules of procedure adopted by the shareholders’ meeting. Without prejudice to their power of representation vis-à-vis third parties, the managing directors are only authorised to manage the company by mutual agreement. If they fail to reach agreement on a management measure, they shall seek the decision of the general meeting of shareholders which, in the event of a tie, shall be decided by the vote of Stiftung Zukunftsfähigkeit.

(4) The managing directors require the approval of the general meeting of shareholders for all activities that go beyond the ordinary business operations of the company, as well as the prior approval of the Advisory Board for atmosfair Standards for activities pursuant to Article 11 (5). The general meeting of shareholders may at any time determine as part of the rules of procedure for the company management that activities other than those mentioned in Article 11 (5) may only be undertaken with the approval of the Advisory Board for atmosfair Standards or the Supervisory Board.

Article 8 Representation

(1) If only one managing director has been appointed, he shall represent the company alone. If more than one managing director has been appointed, the company shall be represented by two managing directors or by one managing director together with an executive having power of attorney to act and sign on behalf of the company [Prokurist].

(2) The general meeting of shareholders may grant individual managing directors individual powers of representation.

Article 9 General meeting of shareholders

(1) General meetings of shareholders shall be convened by the managing directors; it shall be sufficient for a meeting to be convened by one managing director. The managing directors must immediately convene a general meeting of shareholders at the request of a shareholder, the Supervisory Board or the Advisory Board for atmosfair Standards.

(2) The meeting shall be convened in writing to each shareholder, stating the place, day, time and agenda at least two weeks in advance; in urgent cases, the notice period may be reasonably reduced to one week. When calculating the notice period, the day the notice is posted or sent electronically and the day of the general meeting of shareholders shall not be counted.

(3) The general meetings of shareholders shall be held at the company’s registered office or, with the consent of the majority of shareholders, at other places and in other suitable forms (see Article 6 (3)).

(4) A shareholder may be represented at the general meeting of shareholders only by another shareholder or by a third party professionally bound to secrecy, who must be an auditor, certified public accountant, lawyer or tax adviser. The authorised representative shall submit a written power of attorney at the beginning of the general meeting of shareholders. Each shareholder is entitled to consult a third party who is professionally bound to secrecy.

(5) The general meeting of shareholders shall elect a meeting chair. If none of the shareholders secures the required majority, the general meeting shall be chaired by the shareholder present with the highest stake, or, in the event of equal shareholdings, by the oldest shareholder (or his representative).

(6) The general meeting of shareholders shall constitute a quorum if all partners have been duly invited and at least half of the existing share capital is present or duly represented at the general meeting. If a general meeting of shareholders does not constitute a quorum, a new general meeting of shareholders with the same agenda shall be convened immediately. This meeting has a quorum irrespective of the share capital represented. This must be mentioned in the invitation to the meeting.

(7) If all shareholders are present or represented and none of them objects to a resolution being passed, resolutions may be passed even if the statutory provisions or provisions of the articles of association applicable to convening and announcing meetings have not been complied with.

(8) If no notarial transcript is made of the proceedings of the general meeting of shareholders, minutes of the proceedings of the meeting shall be drawn up for evidentiary purposes, stating in particular the place and date of the meeting, the participants, the items on the agenda and the resolutions of the shareholders. The minutes shall be signed by the meeting chair. A copy of the minutes shall be sent to each shareholder.

Article 10 Shareholder resolutions

(1) Shareholder resolutions shall be adopted by a simple majority of the votes cast, unless these articles of association or the law stipulates a different majority. Abstentions shall be deemed invalid votes.

(2) Voting shall be based on company shares. Every €50.00 of a share grants one vote.

(3) Unless otherwise stipulated in these articles of association or by mandatory statutory provisions, a shareholder shall be excluded from voting only if, and always if, a resolution is to be passed concerning:

a) whether he is to be discharged or released from a liability,
b) whether the company is to assert a claim against him or
c) whether his share is to be redeemed.

(4) The chair of the meeting shall determine the outcome after each resolution, announce the resolution and record it in the meeting minutes.

(5) Resolutions of the general meeting of shareholders shall only take effect if they are recorded in writing in minutes pursuant to Article 9 (8), which shall also reflect the form of the meeting pursuant to Article 6 (3) as well as the manner of the individual votes.

(6) Shareholder resolutions may only be contested within one month of receipt of the minutes in accordance with Article 9 (8).

Article 11 Advisory Board for atmosfair Standards

(1) The company has established an Advisory Board for atmosfair Standards (hereinafter: “Advisory board”)

(2) To the extent permitted by law, all powers of the general meeting of shareholders relating to issues of environmental integrity, in particular concerning project approval, further development and monitoring of the “atmosfair standards” including emissions calculation, are delegated to the Advisory Board. The Advisory Board advises and monitors the company management on these issues of environmental integrity. Within its area of responsibility, the Advisory Board decides independently and at its own discretion.

(3) All members of the Advisory Board must be able to properly fulfil the duties assigned to them based on their skills and experience. They shall be guided in their decisions solely by the company purpose, in compliance with the law and the articles of association, and shall not be bound by instructions of individual shareholders or the general meeting of shareholders. They shall maintain secrecy about confidential information and company secrets, especially business and trade secrets, which become known to them in the course of their activities on the Advisory Board. This also applies after they have stepped down from the Advisory Board.

(4) The statutory rights of the individual shareholders shall not be affected by the rights of the Advisory Board. Changes to the articles of association with regard to the appointment of members, the definition of powers, the regulation of activities and the procedure for adopting resolutions of the Advisory Board as well as all other matters concerning the Advisory Board shall be decided unanimously by the shareholders.

(5)The Advisory Board ensures compliance with the atmosfair standards and continues to develop them. The atmosfair standards include, in particular, the criteria for calculating emissions, for monitoring emission reductions and for the use of funds, i.e. the definition of a quota that ensures that a minimum share of the donations raised goes directly to climate action projects, as well as the selection of projects that are worthy of support. The Advisory Board also oversees formal documentation of emission reductions via the national emissions trading registry as well as the strategic communication line to raise awareness and educate the public. The Advisory Board’s oversight of the company management is based on guidelines that define the need for regulation and the procedure to be followed.

(6) The company management must provide the Advisory Board with all information necessary to fulfil its duties and must obtain the prior consent of the Advisory Board on significant management issues that affect the Advisory Board’s area of responsibility. Business transactions requiring consent under this provision include in particular:

a) concluding contracts with providers of greenhouse gas emission reduction projects for the purpose of allocating funds to fulfil the company’s purpose
b) concluding contracts related to project placement in accordance with lit. a)
c) concluding contracts for the use of services related to the public communication of atmosfair standards and aviation and climate change
d) significant changes to the atmosfair standards and the basic direction of communication
e) transformative contributions to greenhouse gas prevention and direct reduction at the carbon source agreed with customers and project partners
f) measures expected to be highly relevant in climate policy

(7) The members of the Advisory Board shall not receive any remuneration other than the reimbursement of their reasonable expenses and out-of-pocket expenses.

Article 12 Appointment of the members of the Advisory Board for atmosfair Standards

(1) The Advisory Board shall be comprised of four voting members. The members must be able to properly fulfil the duties assigned to them based on their skills and experience. By resolution of the general meeting of shareholders, the number of voting members of the Advisory Board may be increased by a number divisible by two. As long as, following such a resolution of the general meeting of shareholders to expand the Advisory Board, the appointment and delegation of Advisory Board members has not yet taken place, the Advisory Board shall have a quorum in its existing smaller size.

(2) The Advisory Board may unanimously appoint additional Advisory Board members without voting rights. The person representing Stiftung Zukunftsfähigkeit as a shareholder is a member of the Advisory Board without voting rights. Individuals to whom patronage is conferred by the general meeting after consultation with the Advisory Board shall also be members of the Advisory Board without voting rights. The proportion of women and men on the Advisory Board should be equal if possible.

(3) Half of the voting members of the Advisory Board shall be appointed and dismissed by the general meeting of shareholders, whereby only Stiftung Zukunftsfähigkeit shall have voting rights. In the event of the dismissal of members of the Advisory Board, the general meeting of shareholders shall replace one member of the Advisory Board with another member of the Advisory Board for the remainder of the term of office.

(4) The other half of the members of the Advisory Board shall be appointed by the Federal Ministry for the Environment, Nature Conservation, Nuclear Safety and Consumer Protection (hereinafter: “BMUV”). This member may be dismissed by the BMUV at any time and replaced by another person to be determined by the BMUV.

(5) Members of the Advisory Board shall be appointed and assigned for a period of four years. Reappointment and reassignment is possible.

Article 13 Internal rules of the members of the Advisory Board for atmosfair Standards

(1) The Advisory Board shall elect a chair and deputy chair from among its members by simple majority, who shall represent the chair if he is prevented from attending. The election shall be for the respective term of office of the member. If the chair or his deputy steps down before the end of the term of office, the Advisory Board shall immediately hold a new election for the remaining term of office of the resigning member.

(2) The Advisory Board shall generally be convened once every calendar half-year by the chair in writing, giving at least two weeks’ notice of the items on the agenda. In urgent cases, the chair may shorten the notice period.

(3) Each member of the Advisory Board and each managing director may request that the Advisory Board be convened, specifying the item to be discussed. If the meeting is not convened within two weeks, the authorised person may convene the Advisory Board himself.

(4) The Advisory Board shall adopt guidelines for performing its duties. In particular, it shall determine:

a) the time by which the company management must submit a business item for approval for the first time at the latest
b) the requirements for quorate submissions
c) the contacts of the Advisory Board for the company management.

(5) The chair shall determine the order of the items on the agenda. Minutes shall be taken of the proceedings and resolutions of the Advisory Board and be signed by the chair. It shall be sent to all members of the Advisory Board, the company management and the Supervisory Board.

(6) The Advisory Board shall constitute a quorum if all voting members participate or are represented by another member of the Advisory Board. The members of the Advisory Board may be advised by an expert third party who is bound to confidentiality in the meetings of the Advisory Board. If the Advisory Board does not constitute a quorum, a new meeting with the same agenda shall be convened immediately. This meeting shall constitute a quorum irrespective of the number of participating members of the Advisory Board. This must be mentioned in the invitation to the meeting.

(7) Resolutions of the Advisory Board shall be adopted by simple majority of the votes cast. In the event of a tie, a motion is deemed rejected.

Article 14 Supervisory Board

(1) The company has a Supervisory Board.

(2) The Supervisory Board shall be comprised of three voting members. Its members are appointed and dismissed solely by Stiftung Zukunftsfähigkeit. If the Supervisory Board is not fully staffed or if it fails to fulfil its statutory duties, these duties shall be performed by Stiftung Zukunftsfähigkeit.

(3) The Supervisory Board and the shareholders shall be mutually responsible for the corporate culture of the company.

(4) The Supervisory Board, as an independent body, monitors the due and proper conduct, economic integrity and robustness of the company and, for this purpose, exercises the following powers of the general meeting of shareholders:

a) resolution on the rendering of accounts
b) discharge of the company management
c) appointment of the auditors
d) deciding on the remuneration of the company management

(5) The members of the Supervisory Board shall be appointed for four years. They may be reappointed.

(6) All members of the Supervisory Board must be able to properly fulfil the duties assigned to them based on their skills and experience. Each member of the Supervisory Board shall be entitled to reasonable remuneration and reimbursement of expenses as determined by the general meeting of shareholders.

Article 15 Internal rules of the Supervisory Board

(1) The Supervisory Board shall elect a chair and deputy chair from among its members by simple majority, who shall represent the chair if he is prevented from attending. The election shall be for the respective term of office of the member. If the chair or his deputy resigns before the end of the term of office, the Supervisory Board shall immediately hold a new election for the remaining term of office of the resigning member.

(2) Each member of the Supervisory Board and each managing director may request that the Supervisory Board be convened, specifying the item to be discussed. If the meeting is not convened within two weeks, the authorised person may convene the Supervisory Board himself.

(3) The Supervisory Board shall generally be convened twice every calendar year in writing, giving at least two weeks’ notice of the items on the agenda. In urgent cases, the chair may shorten the notice period.

(4) The Supervisory Board shall adopt guidelines for performing its duties. In particular, it shall determine:

(5) The chair shall determine the order of the items on the agenda. Minutes shall be taken of the proceedings and resolutions of the Supervisory Board and be signed by the chair.

(6) The Supervisory Board shall constitute a quorum if all voting members participate or are represented by another member of the Supervisory Board. The members of the Supervisory Board may be advised by a third party bound to professional secrecy in the meetings of the Supervisory Board. If the Supervisory Board does not constitute a quorum, a new resolution with the same agenda shall be convened immediately. This meeting shall constitute a quorum irrespective of the number of participating or represented members of the Supervisory Board. This must be mentioned in the invitation to the meeting.

(7) Resolutions of the Supervisory Board shall be adopted by simple majority of the votes cast. In the event of a tie, a motion is deemed rejected.

Article 16 Shareholder benefits

(1) The company may not grant advantages to a shareholder or a closely related natural person or legal entity which would not be granted to an independent third party under the same or similar circumstances by an ordinary managing director acting in accordance with his duties, which would be regarded as a hidden distribution of profits for tax purposes or which violate Section 30 of the German Limited Liability Companies Act (GmbHG).

(2) For the purposes of paragraph 1, the beneficiary shall be the person to whom the advantage is attributed for tax purposes, irrespective of whether it has ultimately benefited a third party and of the beneficiary’s dealings with that third party. If and to the extent that there is no claim against the beneficiary for legal reasons, the claim shall be directed against the shareholder to whom the beneficiary is closely related.

(3) The company must capitalise the claim for reimbursement or compensation incurred in the commercial balance sheet for the period in which the claim arose – if necessary by means of a retroactive balance sheet adjustment.

Article 17 Disposal of shares

(1) The free or paid disposal of shares as well as the encumbrance of shares or parts of shares require the prior written consent of all shareholders to be valid. The same shall apply to conferring or changing sub-participations as well as to establishing or changing fiduciary relationships.

(2) Fully paid-up shares may be combined to form a single share. Consolidation requires a shareholders’ resolution and the consent of the holders of the shares being combined.

(3) Before assigning a share, regardless of the legal reason, the shareholder intending to assign the share must first offer the share in writing to the other shareholders for purchase as a joint share. The remaining shareholders or individual shareholders, several in proportion to their shares, may ask in writing for the share to be assigned to them as a joint share within a period of four weeks after receipt of the notification.

(4) If the shareholders do not exercise their right to purchase, the company, represented by the general meeting of shareholders, may ask for the share to be assigned in whole or in part to the company itself or to a third party.

(5) If the shareholders or the company do not exercise their right to purchase or their right of third-party determination, they must consent to the disposal of the shares, unless there are good reasons to the contrary inherent in the person of the purchaser.

(6) The value of the share resulting from the compensation provision in Article 19 of these articles of association shall be paid as compensation, concurrently with the assignment.

Article 18 Redemption of shares

(1) Shares may be redeemed at any time with the consent of the shareholder concerned.

(2) A share may also be redeemed without the consent of the shareholder concerned if

a) the share is seized by a creditor of the shareholder or enforced in some other way and the enforcement measure is not lifted within three months of the commencement of that measure, but no later than the realisation of the share
b) insolvency proceedings are initiated against the assets of the shareholder or the initiation of such proceedings is refused due to insufficient assets or the shareholder has to affirm the correctness of his list of assets in lieu of an oath
c) there is a good reason inherent in the person of the shareholder which justifies his exclusion
d) the shareholder declares he is leaving the company
e) a shareholder dies or, in the case of a legal entity, is dissolved

If a share is held undivided by several jointly entitled parties, redemption is also permitted if the prerequisites mentioned here are only met in the person of one jointly entitled party.

(3) The redemption is declared by the company management. It requires a shareholders’ resolution; the shareholder concerned has no voting rights.

(4) The voting right of the shareholder concerned shall be suspended from the time of the shareholders’ resolution ordering the redemption of the share.

(5) Once the shareholders’ resolution enters into force, the redemption also takes immediate effect.

(6) A redeemed share may be reconstituted. It shall be carried out by shareholders’ resolution.

(7) In the event of the death of a shareholder, his shares in the company shall pass to Stiftung Zukunftsfähigkeit.

Article 19 Compensation for redemption of shares

(1) The redemption of a share shall be compensated. The amount of the compensation corresponds to the paid-in capital share and any contribution in kind still existing at the time of departure. The requirements of Article 3 must be met.

(2) Disputes about the amount of the redemption compensation shall be settled by an auditor to be appointed as arbitrator by the Insitut der Wirtschaftsprüfer (Institute of Public Auditors in Germany), who shall also decide on the costs of his services in accordance with the provisions of Sections 91 ff. of the German Code of Civil Procedure (ZPO) for all parties involved.

(3) Insofar and as long as payments would violate Section 30 (1) of the Limited Liability Companies Act (GmbHG), payment of the principal claim shall be deferred and be subject to interest at the agreed interest rate.

Article 20 Request for assignment instead of redemption

(1) Insofar as the redemption of a share is permissible, the general meeting of shareholders may also decide that the shareholder concerned shall assign his share to the company, to the other shareholders in proportion to their previous shares or to a third party willing to assume the share, also in such a way that the share shall be partially redeemed and otherwise assigned to the company or to the third party or parties designated by it. Section 17 of the Limited Liability Companies Act (GmbHG) shall not be affected.

(2) If, instead of redeeming the share, the company asks for its assignment to itself or to a person designated by the company, the provisions of Section 19 shall apply accordingly with the proviso that the compensation for the share to be assigned shall be owed by the purchaser of the share.

Article 21 Departure from the company

(1) Every shareholder may declare his departure from the company. Departure can only take place at the end of the financial year. It shall be declared by registered letter or against receipt with six months’ notice.

(2) The departing shareholder shall, at the discretion of the company, be required to assign his shareholding in whole or in part to the company itself, to one or more shareholders or to third parties to be designated by the company, or to consent to the redemption of the shareholding. He may exercise his shareholder rights until he departs. The remaining shareholders must pass a resolution on the redemption or assignment obligation by the time the departure takes effect.

(3) The value of the share resulting from the compensation provision in Article 19 of these articles of association shall be paid as compensation, concurrently with the assignment.

Article 22 Annual financial statements, appropriation of profits

(1) The annual financial statements (balance sheet and profit and loss account) for the past financial year shall be drawn up by the managing directors within the statutory period and – irrespective of whether an audit is required by law – shall in any case be submitted to the auditor for audit. The Supervisory Board shall decide who the auditor is by resolution.

(2) The managing directors shall compile and publish a detailed annual report every year on the activities of the company in the previous year, which shall also include the detailed financial statements.

(3) The managing directors shall submit the annual financial statements and the auditor’s report to the Supervisory Board immediately after completion, together with their proposal for the appropriation of profits.

(4) The Supervisory Board shall review the annual financial statements and the proposal for the appropriation of the net profits. It decides within the statutory period on the adoption of the annual financial statements, the discharge of the managing directors and on the appropriation of the net profit. The profits of the company shall remain in the company to further its non-profit company purpose.

Article 23 Escape clause

(1) By shareholders’ resolution, individual or all shareholders, managing directors or shareholding managing directors may be exempted from the non-competition provision as a whole or limited to certain cases or activities.

(2) Within the scope of the exemption determined by the shareholders’ resolution, they are entitled to compete with the company directly or indirectly, in their own name or in the name of another person, for their own account or for the account of another person, to act for competing companies or to participate in such companies, either directly or through an intermediary.

Article 24 Confidentiality

The shareholders must maintain the strictest secrecy vis-à-vis third parties about all matters concerning the company and its affiliated companies, unless they are required to disclose such information on the basis of mandatory statutory provisions. This obligation to maintain secrecy shall continue to exist after leaving the company.

Article 25 Final provisions

(1) Company announcements shall be published only in the electronic Federal Gazette (Bundesanzeiger).

(2) Agreements of the shareholders with regard to the company relationship must be in writing, unless notarial form is prescribed.

(3) Should provisions of these articles of association be or become invalid in full or in part, or should these articles of association contain a loophole, this shall not affect the validity of the remaining provisions of these articles of association. The invalid provisions shall be replaced by a legally effective provision which comes closest to the legal meaning and purpose of the invalid provision. In the event of a loophole, the provision to be agreed shall be consistent with what would have been agreed in accordance with the purpose and intent of this agreement if the parties hereto had considered the matter from the start.

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