Non-official translation from the German original
§ 1 Name, Legal Form, Registered Office
(1) The name of the Foundation is
(2) It is a foundation without legal capacity (German: nichtrechtsfähige Stiftung) managed by
H2Global Advisory GmbH
with registered office in Hamburg
(3) The registered office of the Foundation is Hamburg, Germany.
§ 2 Purpose of the Foundation
(1) The purpose of the Foundation is to promote the protection of the environment and the climate.
(2) The purposes will be achieved by measures that serve to promote the production and use of Green Hydrogen and other climate-neutral energy carriers (climate-neutral or defossilised energy carriers) at national and international level. Activities shall be carried out and supported which, through scientific, journalistic or other practical activities, through education, consulting and information as well as through analyses and studies, promote the improvement of the use of these energy carriers and thus serve the protection of the climate.
The purpose of the Foundation will be achieved, in particular, by
a) promoting the development of models for a sustainable generation and use of climate-neutral energy carriers;
b) promoting the development of models to improve the German and European legal conditions for such energy carriers;
c) initiating, promoting and coordinating of research assignments and scientific work which are committed to climate protection through the use of defossilised energy carriers; and
d) acting as platform for events for the exchange and transfer of knowledge about defossilised energy carriers between science, economy and other public and private bodies.
(3) Events performed by the Foundation will be publicly accessible. Insofar as the Foundation grants scholarships and advancement awards, such will be granted on the basis of publicly accessible guidelines. The guidelines require the prior consent of the competent Tax Office, also in case of any amendments.
(4) In its activities, the Foundation will cooperate with tax-privileged and public organisations having a similar purpose, wherever and insofar as that serves the realisation of the Foundation's purpose.
(5) The Foundation may use aides in the meaning of Sec. 57 (1) sentence 2 of the German Fiscal Code (German: Abgabenordnung or AO for performing its duties, insofar as it will not perform the duties itself.
(6) The Foundation may grant its support on a worldwide level; its foreign activity will remain related to the realisation of its tax-privileged purposes in Germany in meaning of Sec. 51 (2) AO.
§3 Public-benefit Status
(1) The Foundation pursues exclusively and directly public-benefit purposes in the meaning of the Chapter “Tax-Privileged Purposes” of the German Fiscal Code.
(2) The Foundation is altruistically active; it does not pursue primarily self-supporting economic purposes.
(3) The funds of the Foundation may only be used for statutory purposes.
(4) No persons must be favoured by expenses not belonging to the purpose of the Foundation or by disproportionately high remunerations.
§ 4 Assets of the Foundation
(1) The initial assets of the Foundation are determined in detail by the Establishment Transaction (German: Stiftungsgeschäft). Insofar as they have not been designated for consumption by the donors, the initial assets shall be maintained permanently and undiminished in their value in the interest of a long-term existence of the Foundation.
(2) In accordance with the Establishment Transaction, the donors are obliged to provide the Foundation with an amount which can be used by the Foundation both for covering its ongoing expenses and its funds to be used for public-benefit purposes, even by creating a provision, if appropriate (Consumption Funds), annually, in advance, for the first full 10 calendar years of existence of the Foundation. The Foundation will receive this amount in advance, not later than on 1 December of each year for the upcoming year. The amount will be specified on the basis of budget figures of the Foundation Administrator (Consumption Plan) by a resolution of the Board of Trustees.
(3) Exceptions to the principles specified in § 4 (1) sentence 2 and (2) are permitted with the consent of the Board of Trustees, insofar as the founders' will (German: Stifterwille) cannot be realised in any other way and if the existence of the Foundation is ensured for an adequate period of time.
§ 5 Funds of the Foundation, Endowment Contributions
(1) The Foundation will fulfil its tasks using the income from the assets of the Foundation, from donations, unless they are not designated by the donator to increase the basic assets, and from the Consumption Funds mentioned in Art. 4 (2).
(2) Endowment contributions (German: Zustiftungen) both to the basic assets and the Consumption Funds (endowment contributions for consumption) and donations are permitted. In the case of endowment contributions for consumption, a new Consumption Plan shall be prepared or the existing Consumption Plan is to be adapted accordingly. The revision or amendment of the Consumption Plan requires the consent of the Board of Trustees.
(3) Endowment contributions require the consent of the Board of Trustees.
(4) Reserves can be created to an extent permitted under tax laws.
§ 6 Financial Year, Financial Statements
(1) The financial year coincides with the calendar year.
(2) The financial statements approved according to the provisions of these Statutes shall be made available to all donors.
§ 7 Duties of the Foundation Administrator
(1) The Foundation Administrator will be responsible for administrating the assets of the Foundation and the allocation of funds. The assets of the Foundation shall be managed separately from other assets of the Foundation Administrator. The Foundation Administrator shall conduct the business of the Foundation. The Foundation Administrator shall be bound by the instructions given by the Board of Trustees.
(2) During the first six months of the financial year, the Foundation Administrator shall prepare the financial statements for the previous financial year, have it audited by the auditor (German: Wirtschaftsprüfer) appointed by the Board of Trustees
and shall immediately send it to all members of the Board of Trustees jointly with the audit report issued by the auditor. The Foundation Administrator may avail itself of the support of a tax or legal advisor for preparing the financial statements.
(3) The Foundation Administrator shall be entitled to a reimbursement of its proven and adequate expenses. In addition, the Foundation Administrator will receive a remuneration out of the foundation assets for its activity which shall be adequate according to the type and scope of its activities. The Foundation Administrator shall be entitled to quarterly down-payments in advance. The balance for the year shall be paid within one month after the end of the year.
§ 8 Donors’ Conference
(1) The Foundation shall have a donors’ conference. The donors’ conference shall consist of (a) all donors and endowment contributors as members entitled to vote; and (b) members of the Board of Trustees as members not entitled to vote.
(2) The donors’ conference shall hold a meeting at least once per year. The meetings of the donors’ conference will either be held as an event with personal attendance or as a virtual conference (online procedure) through a platform that is only accessible for authorised participants in terms of para. (1) (e.g. protected by a separate password) which enables an audio-visual, but at least voice exchange in real time. The meetings of the donors’ conference shall be convened by the chairman of the Board of Trustees. Minutes shall be prepared on meetings of the donors’ conference during which resolutions will be passed which shall be signed by the chairman of the Board of Trustees. The minutes shall be sent to the participants within 4 weeks.
(3) The donors’ conference may give itself rules of procedure.
(4) The donors’ conference will pass its resolutions with the simple majority of the votes cast, unless otherwise provided for in these Statutes. Each member of the donors’ conference who is entitled to vote shall have one vote for EUR 10,000.00 of donated assets or of endowments or financing performance provided to the Foundation or a company affiliated with the Foundation with the consent of the Board of Trustees that are fully paid in on the 10th day prior to sending the invitation to the donors’ conference; even in case of an obligation pursuant to § 4 (2), the donator / endower will only be entitled to votes thereunder insofar as the obligation was fulfilled by payment. Abstentions shall be considered as votes not cast. The donors’ conference shall constitute a quorum if at least one half of all existing votes are represented.
(5) As regards the regulations in these Statutes under which certain resolutions of the donors’ conference will only be passed by the members of certain groups, the following shall apply: for these purposes, each donator shall bindingly allocate themselves to one of the following groups that corresponds to the focus of their business activity or is associated therewith, prior to the first donors’ conference, by making a statement to the Board of Trustees: (a) plant engineering; (b) production; (c) transport and logistics; (d) consumption and users; (e) financial and insurance industry. Endowment contributors shall allocate themselves to one of these groups in their first request for admission to the Foundation that is submitted to the Board of Trustees. Insofar as a group-related voting is required, only those voting members of the donors’ conference shall have a right to vote who have allocated themselves to the relevant group. Para. 4 shall apply, mutatis mutandis. Any subsequent change of the allocation to a group requires the consent of the donors’ conference.
§ 9 Duties of the Donors’ Conference
(1) Purpose of the donors’ conference is to exchange information in relation to the purposes and the subject matter of the Foundation. The donors’ conference will elect the members of the Board of Trustees to be elected and passes resolutions in the cases determined in these Statutes.
(2) The donors’ conference resolves, in particular, upon a proposal made by the Board of Trustees on the strategic fundamental issues pending in the Foundation and shall, in addition, perform the tasks assigned to it in these Statutes and in the Establishment Transaction.
§ 10 Board of Trustees
(1) The Foundation has a Board of Trustees. The Board of Trustees consists of the members elected according to para. 2, the members delegated according to para. 3, the members elected according to para. 4 and the deputy members elected according to para. 5. The Board of Trustees thus consists of a maximum of 20 members and 10 deputy members. The members of the Board of Trustees should have the expertise required and sensible for fulfilling the purpose. The term of office of the elected members shall be three years. They can be re-elected. The first members of the Board of Trustees in terms of para. 2, 4 and 5 will be determined by the Establishment Transaction; their term of office will end at the end of the first donors’ conference.
(2) The donors’ conference elects the chairman of the Board of Trustees, a deputy chairman and a candidate proposed by the German Hydrogen and Full-Cell Association, registered association »Deutscher Wasserstoff- und Brennstoffzellen-Verband e.V. (DWV)« as elected members of the Board of Trustees.
(3) The German federal government shall be entitled to delegate a maximum of seven members to the Board of Trustees. The number of members delegated by the German federal government must always be lower than the number of members elected pursuant to para. 4. The German federal government shall be entitled to dismiss, at any time, the members it delegated and to delegate other members. The members delegated by the German federal government do neither need to be members of the German federal government nor other holders of any public office.
(4) The donors’ conference will elect 10 members of the Board of Trustees according to the following rules: for each of the groups listed in § 8 (5), two members of the Board of Trustees will be elected by the members of the donors’ conference eligible for voting of the relevant group. Each person eligible for voting who has at least 10 votes in the donors’ conference shall be entitled to propose a candidate for their group. If more than 30% according to headcount (not voting rights) of the members of a group are enterprises that are no large corporations in the meaning of Sec. 267 (3) of the German Commercial Code (German: Handelsgesetzbuch or HGB) (SME), at least one member of the Board of Trustees must, in this group, be elected based on the proposal of a SME. If more than 50% according to headcount (not voting rights) of the members of a group are enterprises which are no large corporations in terms of Sec. 267 (3) of the HGB (SME), at least one member of the Board of Trustees of this group shall be elected at the proposal of a large corporation in terms of Sec. 267 (3) of the HGB. A person eligible for voting may distribute their votes to different candidates. If less than 10 members will be elected pursuant to the above regulation, the missing members of the Board of Trustees will be elected by the donors’ conference.
(5) One deputy member shall be elected for each member of the Board of Trustees elected according to para. 4. Para 4 shall apply, mutatis mutandis, to such election.
(6) Elected members and deputy members of the Board of Trustees can be dismissed by a resolution of the donors’ conference that is passed with a majority of 2/3 of the votes cast for an important reason. They shall previously be given the option to make a statement.
(7) The Board of Trustees shall in principle work in an honorary capacity. However, the members and deputy members are entitled to reimbursement of reasonable costs and expenses which they actually incurred or for an adequate remuneration, also as a flat-rate amount, insofar as that is justified by the time and effort of work they dedicate to the Foundation and insofar as the funds of the Foundation allow. The decision on the remuneration will be taken by the donors’ conference on the basis of a consensual proposal by the Board of Trustees and the Foundation Administrator.
(8) The Board of Trustees may give itself rules of procedure.
(9) The Board of Trustees will pass its resolutions with the simple majority of the votes cast, unless otherwise provided for in these Statutes. Each member of the Board of Trustees has one vote. Deputy members shall be entitled to participate in the meetings of the Board of Trustees; they shall only be entitled to vote in the event that the elected member they were elected to represent is prevented from participating. Abstentions shall be counted as votes not cast. In case of a tie, the vote of the chairman shall be decisive, if they are not present, the vote of the deputy chairman. The Board of Trustees constitutes a quorum if at least half of its members, taking into account deputy members eligible for voting, are present and if not more than half of the persons present are members delegated according to para. 3. The submission of votes in writing or authorisation by an absent member of the Board of Trustees shall not be permitted.
The chairman shall convene the meeting of the Board of Trustees, if they are absent, it shall be convened by the deputy chairman. Minutes shall be prepared on the meeting which shall be signed by the chairman.
(10) The meetings of the Board of Trustees will either be held as events with personal attendance or as virtual meetings (online procedures) through a platform that is only accessible for members (e.g. protected by a separate password) which allows for an audio-visual or at least voice exchange in real time.
§ 11 Duties of the Board of Trustees
(1) The Board of Trustees advices and supports the Foundation Administrator and supervises their management.
(2) The Board of Trustees passes resolutions on the principles of investing the assets of the Foundation and the use of the foundation funds, performs the other duties specified in the Statutes and the foundation transaction and controls the compliance with the founders' will. The Board of Trustees will approve the financial statements of the Foundation and will appoint the auditor for the subsequent year. They may give instructions on the use of the funds to the Foundation Administration, at any time. They resolve on the amount of the adequate remuneration of the Foundation Administrator. It shall comply with the standards of the foundation transaction and the Statutes and the legal and tax provisions in all of its decisions.
(3) The Board of Trustees shall have, in addition, the duties assigned to it in these Statutes and in the Establishment Transaction.
§ 12 Amendments of the Purpose of the Foundation
(1) The Foundation Administrator may, with the consent of the donors’ conference, change the purpose of the Foundation, if the achievement of which is legally or actually impossible or has become meaningless in view of changed conditions.
(2) The consenting resolution of the donors’ conference requires a majority of 2/3 of the votes cast, however at least the consent of the majority (by headcount) of the total number of existing donors. By doing so, a purpose of the Foundation shall be selected which comes as close as possible to the purposes specified herein. Changes are permitted only insofar as the Foundation continues to exclusively, directly and altruistically pursue either public-benefit or charitable or church-related purposes in terms of the German Fiscal Code.
(3) A clearance certificate issued by the competent Tax Office shall be obtained before any change of the purpose of the Foundation.
§ 13 Other Changes of the Statutes
(1) Any other changes of the Statutes can be made by the Foundation Administrator with the consent of the donors’ conference, insofar as they seem necessary to adapt it to changed conditions and for as long as the public-benefit status of the Foundation remains in effect. The consenting resolution of the donors’ conference requires a majority of 2/3 of the votes cast.
(2) Resolutions on changes of the Statutes shall be agreed with the competent Tax Authority and shall be notified to it.
§ 14 Dissolution and Merger of the Foundation
(1) The donors’ conference and the Foundation Administrator may jointly resolve on the dissolution of the Foundation or on its merger with one or several other foundation(s) if the circumstances no longer allow for the fulfilment of the purpose of the Foundation in a permanent and sustainable manner.
(2) The resolution of the donors’ conference requires a majority of 2/3 of the votes cast. The same majority shall be required for the Board of Trustees to withdraw from the foundation transaction (pursuant to § 3 (1) of the Establishment Transaction) and for a termination of the foundation transaction (pursuant to § 3 (3) of the Establishment Transaction).
(3) The Foundation can be transformed to a tax-privileged foundation with legal capacity having the same name, the statutes of which shall correspond, as far as possible, to the present Statutes. The decision on the
transformation and on a form of the founding documents deviating from the present Statutes shall be taken by the donors’ conference with a majority of 2/3 of the votes cast. After the competent authority recognised that the Foundation has legal capacity and after it was determined that the preconditions with regard to the statutes in the meaning of Sec. 60 a of the AO have been met, the Foundation Administrator will without undue delay transfer any and all assets of the foundation without legal capacity to the foundation with legal capacity.
§ 15 Allocation of the Assets
In case of a dissolution of the Foundation or elimination of the tax-privileged purposes, the assets of the Foundation will go to another tax-privileged corporation or a legal person under public law as determined by the donors’ conference for the purpose of being used for promoting the purpose of the protection of the environment and climate protection.
(H2Global Advisory GmbH)