Articles of Incorporation

We found this cooperative in the conviction that the working and living conditions of people of African origin in Africa and the African diaspora can be improved. We see it as necessary that people of African origin have to found organizations themselves that understand how to develop their talents for economic activities in order to contribute to their economic emancipation. The necessary ethical foundation of economic activities should contribute to ensuring sustainability in economic activity, to the social development of people and to the reconciliation of economic activity with the core of African cultures in the coming decades.

MacoopA is a Maat cooperative, which means: A cooperative that is supported by the cardinal values ​​of the Maat (the ancient African canon of values ​​from antiquity). In pursuing the purposes of this cooperative, we draft the scheme of pan-African unity in diversity across national borders. In doing so, we are guided by the principles of the economy for the common good and the sustainability goals of the United Nations (Agenda 2031).

(1) The name of the cooperative is: MacoopA eG

(2) The cooperative has its seat in: Rehburg-Loccum 2031).

(1) The purpose of the cooperative is to promote the acquisition and economy of the members through joint business operations: a combination of empowerment, education, support and brokering of financial services through cooperation partners. In particular, the members of the cooperative are entitled to make preferential and preferential use of the entire range of services offered by the facilities operated by the cooperative.

(2) The purpose of the company is:

1. a) The mediation of ethical, ecological and speculation-free

Financial services, insofar as no approval from the authority responsible for financial supervision is required for this;

1.b) promoting the general education of the members in questions of economic and financial development in connection with concepts of the ethical economy and the financial system as well as their humanities fundamentals from an African perspective;

1.c) advising and accompanying the members on the points listed under a and b;

1.d) the research, development and dissemination of methods,

Organizational structures and know-how that serve the purpose of the cooperative;

1.e) the conclusion of all auxiliary and ancillary business related to this cooperative object.

1. f) Banking services and other transactions that require a BaFin license are excluded.

2. The participation of the cooperative in legal persons under corporate, cooperative and association law as well as in entrepreneurially active registered partnerships is permissible if this participation serves to fulfill the statutory purpose of the cooperative.

3. The establishment and ongoing operation of an academy that serves training and further education and is dedicated to business, economic and financial issues from the perspective of promoting the benefit of society as a whole and the common good, examines and operates the development of practices that promote the common good, is in an ongoing exchange with comparable national, African, European and international educational institutions and primarily provides educational offers for their members at preferential rates.

4. The establishment and ongoing operation of an online marketing platform on which the members can trade with one another in products and services.

The cooperative can set up branches and participate in companies.

The expansion of business operations to non-members is permitted.

(1) Membership can be acquired:

a) natural persons,

b) partnerships,

c) legal persons under private or public law.

In order to acquire membership, an unconditional declaration of membership to be signed by the person joining is required (in accordance with the respective legislation in the Cooperative Society Act), which contains the number of business shares to be taken over by the member. In this declaration of membership, name, date of birth, occupation, place of residence or business address, e-mail address and, if applicable, telephone number or company, legal form, registered office, company register number or comparable registration numbers.

The person joining must also expressly declare that they have taken note of the provisions of the articles of association and that they acknowledge their legal validity.

The membership only becomes effective after approval by the board of directors. A refusal to join does not require a justification, but the applicant must be notified in writing.

(2) Membership is acquired by:

a) an unconditional declaration of accession to be signed by the acceding party, which must meet the requirements of the Cooperative Society Act and

b) Approval by the cooperative.

(3) The member must be entered in the list of members (Section 16, Paragraph 2, Letter e) without delay and notified of this immediately.

(4) Anyone who is not or no longer eligible for the use or production of the goods and the use or provision of the services of the cooperative can, at his request, from the board of directors with the consent of the supervisory board as in

investing member will be admitted. The acquisition of further shares by investing members also requires approval by the management board with the approval of the supervisory board. Investing members are to be identified as such in the list of members.

Membership ends with:

a) termination (Section 5 (1)),

b) Transfer of the business credit (Section 6 (1)),

c) death of a member (§ 7),

d) Dissolution of a legal person or a partnership (Section 8),

e) Exclusion (§ 9).

Membership ends with:

a) termination (Section 5 (1)),

b) Transfer of the business credit (Section 6 (1)),

c) Death of a member (§ 7),

d) Dissolution of a legal person or a partnership (Section 8),

e) Exclusion (§ 9).

(1) A member can at any time, even in the course of the financial year, transfer his business credit to another by means of a written contract and thereby leave the cooperative without dispute, provided that

the acquirer is already a member or is becoming a member. The transfer of the business credit is only permitted if, with the write-up of the business credit of the seller, the total amount of the business shares with which the purchaser is or is participating is not exceeded.

(2) A member can partially transfer his business credit without leaving the cooperative and thus reduce the number of his business shares. Paragraph 1 applies accordingly.

(3) The transfer of the business credit requires the approval of the board of directors, except in the cases of Section 76 (2) GenG.

(1) A member resigns upon death; its membership passes to the heir.

(2) The membership of the heir does not end at the end of the financial year in which the inheritance occurred, but continues if the heir fulfills the conditions necessary for acquisition. If the testator is inherited by several heirs, membership ends at the end of the financial year following the inheritance if it is not left to a co-heir by this time. The transfer is effective when the co-heir is entered in the list of members; for this purpose, the co-heirs must notify the board of directors in writing in good time. The co-heir must meet the above personal requirements at the time of transfer.

If a legal person or a partnership is dissolved or expires, membership ends at the end of the financial year in which the dissolution or the expiry took effect. In the case of universal succession, membership is continued until the end of the financial year by the universal successor.

(1) A member can be excluded from the cooperative at the end of a financial year if:

a) despite a written request under threat of exclusion, it does not meet the statutory or other obligations towards the cooperative,

b) it submits incorrect annual financial statements or overviews of assets or otherwise makes incorrect or incomplete statements about its legal and economic circumstances,

c) it damages or has harmed the cooperative by failing to fulfill its obligations or legal action is necessary due to non-fulfillment of an obligation,

d) it has become insolvent or overindebted or if insolvency proceedings have been opened against its assets,

e) it moves its registered office or place of residence out of the business area of ​​the cooperative or its permanent place of residence is unknown,

f) the prerequisites for admission to the cooperative did not exist or no longer exist,

g) it operates its own company that is in competition with the cooperative or participates in one, or if a company that competes with the cooperative participates in the member’s company,

h) his behavior cannot be reconciled with the interests of the cooperative.

(2) The board of directors is responsible for the exclusion. However, members of the management board can only be excluded by resolution of the supervisory board, members of the supervisory board only by resolution of the general assembly.

(3) Before the resolution is passed, the person to be excluded must be given the opportunity to comment on the intended exclusion. In doing so, he is to be informed of the essential facts on which the exclusion is to be based, as well as the statutory reason for exclusion.

(4) The resolution by which the member is excluded must state the facts on which the exclusion is based, as well as the statutory reason for exclusion.

(5) The decision is to be communicated to the excluded person by the board of directors immediately by registered letter. Once the letter has been sent, the member can no longer participate in the general assembly and cannot be a member of the management board or the supervisory board.

(6) Unless the General Assembly has decided to expel, the expelled can lodge a complaint with the Supervisory Board within one month of the letter being sent. The decision of the Supervisory Board to appeal is final within the cooperative.

(7) The excluded person is free to take proper legal action against the exclusion. Ordinary legal recourse is excluded, however, if the member has not made use of the complaint option in accordance with paragraph 6.

The dispute between the resigned member and the cooperative takes place on the basis of the annual financial statements approved by the general assembly. Loss carryforwards are to be taken into account according to the ratio of the business shares. If the business credit is transferred or if membership is continued in the event of inheritance, there will be no dispute.The dispute credit of the resigned member must be paid out at the earliest one year after the end of the financial year in which he or she resigned. Article 6 (5) and Article 6 (6) (minimum capital) are to be applied. Debt balances of resigned members that are not claimed within three years of their due date expire in favor of the statutory reserve.

(1) For the dispute between the resigned member and the cooperative, the established annual financial statements are authoritative; Loss carryforwards are to be taken into account according to the ratio of the business shares. If the business credit is transferred (Section 6), there will be no dispute.

(2) The resigned member is entitled to payment of the dispute credit. In addition, it has no claims to the assets of the cooperative. In the event of a dispute, the cooperative is entitled to offset the claims due against the resigned member against the dispute credit. The cooperative is liable for the member’s dispute credit as a pledge for any loss, particularly in the member’s insolvency proceedings.

(3) Paragraphs 1 and 2 apply accordingly to the dispute after the termination of individual business shares.

Each member has the right, in accordance with the Cooperative Act and the Articles of Association, to make use of the cooperative’s services and to help shape the cooperative. In particular, it has the right:

a) to take part in the General Assembly and its deliberations, votes and elections,

b) to request information from the general assembly on matters relating to the cooperative (Section 34),

c) Submit proposals for the agenda of the General Assembly in accordance with § 28 Paragraph 4,

d) to submit applications for the appointment of an extraordinary general meeting in accordance with § 28 para. 2,

e) to participate in the annual surplus in accordance with the relevant provisions and resolutions,

f) to request a copy of the annual financial statements, the management report, if required by law, and the report of the supervisory board in good time before the annual financial statements are adopted by the general meeting

g) to inspect the minutes of the general assembly,

h) to view the list of members,

i) view the summarized result of the audit report.

Every member has the duty to protect the interests of the cooperative. In particular, it has:

a) to comply with the provisions of the Cooperative Act, the Articles of Association and the resolutions of the General Assembly,

b) to make payments on the business share or on further business shares in accordance with § 37,

c) to notify the cooperative immediately of any change in address, change in legal form and ownership or ownership structure. The same applies to changes in the power of representation or membership, insofar as persons are affected in their capacity as members of the cooperative’s organs,

d) to pay an entry fee attributable to the capital reserve (§ 39a) when taking up, if this is determined by the general assembly,

e) to treat offer documents, prices and conditions, circulars and other information of the cooperative as confidential vis-à-vis outsiders,

f) to take over shares in accordance with Section 37 (3).

The organs of the cooperative are:

A. the board of directors

B. the board of directors

(1) The board of directors runs the cooperative on its own responsibility.

(2) The board of directors conducts the business of the cooperative in accordance with the provisions of the law, in particular the cooperative law, the articles of association and the rules of procedure for the board of directors to be issued in accordance with Section 16 (2) letter b).

(3) The board of directors represents the cooperative in and out of court in accordance with Section 15.

(1) The board consists of at least two members.

(2) The members of the executive board are appointed and dismissed by the supervisory board.

(3) The chairman of the board of directors and his deputy are elected by the board of directors from among its members.

(4) The cooperative is represented by two board members or by one board member together with an authorized signatory. The supervisory

The council can exempt individual or all board members from the prohibition of multiple representation according to § 181 Alternative 2 BGB, i.e. grant them the authority to act as a representative of third parties in all legal acts that the cooperative undertakes with or towards third parties.

(5) The granting of power of attorney, power of attorney and other powers of attorney for legal representation is permissible. The rules of procedure for the board of directors regulate further details.

(1) The members of the board of directors have to exercise the care of an orderly and conscientious manager of a cooperative in their management. They must keep confidential information and secrets, in particular company or business secrets, which they have become aware of through their work on the Board of Directors.

(2) The board of directors is particularly obliged:

a) to properly conduct the business of the cooperative in accordance with its objectives and taking into account its structure and the possibilities available in its business area,

b) to draw up rules of procedure in agreement with the supervisory board, which require the unanimous resolution of the management board and must be signed by all management board members,

c) plan and implement the personnel, material and organizational measures necessary for proper business operations in good time,

d) to ensure proper accounting, which is useful for accounting as well as planning and control,

e) to decide on the admission of membership acquisition and on the participation with further business shares as well as to keep the list of members in accordance with the cooperative law,

f) Carry out proper inventories and draw up an inventory list at the end of the financial year and submit it to the Supervisory Board without delay,

g) to prepare the annual financial statements and management report within five months of the end of the financial year at the latest, insofar as these are required by law, and to submit them to the Supervisory Board and, together with its report, to the General Meeting for approval without delay,

h) to notify the statutory auditing association of the convocation, date, agenda and proposals for the general assembly in good time,

i) to remedy deficiencies recorded in the audit report and to report them to the audit association.

(1) The board of directors shall inform the supervisory board at least every six months, on request or in the event of an important occasion, immediately about the business development of the cooperative, compliance with the cooperative principles and corporate planning, in particular about investment and credit requirements.

(1) The decisions of the board of directors generally require a resolution. Board meetings are to be convened as required, but usually on a monthly basis. A board meeting must be called immediately if a member of the board so requests, stating the reasons. The board meeting is convened by the chairman, who is to state the main items to be negotiated in the invitation. The rules of procedure for the board of directors regulate further details.

(2) The board has a quorum if more than half of its members participate. It takes its decisions with a majority of the validly cast votes. In the event of a tie, an application is considered rejected.

(3) A resolution is permitted without calling a meeting by means of a written vote or other means of remote communication if no member of the Board of Directors objects to this procedure.

(4) Resolutions are to be properly recorded for evidence purposes. The protocols are to be numbered consecutively. They are to be signed by the board members involved in the consultation.

(5) If matters of the cooperative are discussed which affect the interests of a board member, his spouse or partner, his parents, children, siblings or a person represented by him by law or power of attorney, the board member concerned may participate in the Advice and voting do not participate. However, the board member has to be heard before the resolution is passed.

The members of the management board are entitled to attend the meetings of the supervisory board, unless participation is excluded by a special resolution of the supervisory board. In the meetings of the supervisory board, the management board must provide the necessary information on business matters. When the Supervisory Board passes resolutions, the members of the Management Board have no voting rights.

The granting of loans or other economic advantages of a special kind to members of the Management Board, their spouses and partners, minor children and third parties who act on behalf of one of these persons require a resolution by the Management Board and the express consent of the Supervisory Board.

(1) The Supervisory Board consists of at least three members who are elected by the General Assembly.

Only active members or persons who are authorized to represent such members should be elected to the Supervisory Board.

The members of the supervisory board may not simultaneously be members of the management board, permanent deputies, authorized signatories or agents of the cooperative who are authorized to run the entire business.

(2) When electing the members of the Supervisory Board, each person entitled to vote must have the opportunity to vote on each individual candidate. For the rest, § 33 applies to the election.

(3) The office of a member of the supervisory board begins at the end of the general meeting that made the election and ends at the end of the general meeting that takes place for the third financial year after the election. The financial year in which the supervisory board member is elected is included in the calculation. The general assembly can determine a shorter term of office for all or individual members of the supervisory board. Re-election is permitted.

(4) The office of a member of the supervisory board ends prematurely if it is based on the fact that the member of the supervisory board is a member of a registered cooperative and this membership has ended. The same applies to persons authorized to represent other legal entities or partnerships if their power of representation ends.

If there is a dispute about the effectiveness of the termination of membership or power of representation, the written declaration of the cooperative or other legal person or partnership decides that the membership or power of representation has ended.

If members resign in the course of their term of office, the supervisory board consists only of the remaining members until the next ordinary general assembly, at which replacement elections are made. Previous alternative option

An extraordinary general meeting is only required if the number of members of the supervisory board falls below the legal minimum of three.

(5) Members who have resigned from the board of directors can only be elected to the supervisory board when their actions on the board of directors have been approved.

(1) The supervisory board shall supervise the management board in its management. He can request reports from the board of directors at any time and inspect and check the books and documents of the cooperative as well as the cash and stocks of securities, commercial papers and goods himself or through individual members to be determined by him. A single member of the supervisory board can also request information, but only to the supervisory board.

(2) The supervisory board represents the cooperative vis-à-vis the current and resigned board members in and out of court.

(3) The Supervisory Board can form committees from among its members in order to fulfill its statutory and statutory obligations and can avail itself of the help of experts, in particular the responsible auditing association, at the expense of the cooperative. If the Supervisory Board forms committees, it determines whether they have advisory or decision-making powers; it also determines the number of committee members. A committee with decision-making authority must consist of at least three people. A committee has a quorum if more than half of its members are present. Section 25 also applies to the adoption of resolutions.

(4) The supervisory board must examine the annual financial statements, the management report, insofar as this is required by law, and the management board’s proposal for the appropriation of an annual surplus or to cover an annual deficit and submit a report to the general assembly before the annual financial statements are adopted reimburse. Every member of the supervisory board must take note of the content of the audit report.

(5) The Supervisory Board must take part in the discussion of the probable result of the statutory examination (final meeting) and explain the result of this examination at the next General Meeting.

(6) Details about the fulfillment of the duties incumbent on the supervisory board are regulated by the rules of procedure of the supervisory board. It is to be drawn up by the supervisory board after hearing the management board and given to each member in return for a receipt.

(7) In their work, the members of the supervisory board must observe the care of a proper and conscientious member of the supervisory board of a cooperative. You have to maintain secrecy about all confidential information and secrets of the cooperative as well as the members and customers that you have come to know through your work on the Supervisory Board.

(8) The members of the Supervisory Board may not receive any remuneration based on the business results (e.g. bonus). Expenses can be reimbursed. The Board of Management and the Supervisory Board decide on a flat rate reimbursement of these expenses in accordance with Section 23 (1) letter k). Any additional remuneration requires a resolution by the General Meeting.

(9) The resolutions of the Supervisory Board are carried out by its chairman or, if he is unable to do so, by his deputy.

(10) The supervisory board decides on the exclusion of board members from the cooperative. § 21: Composition and election of the supervisory board.

(1) The Management Board requires the approval of the Supervisory Board on the following matters:

a) the principles of business policy,

b) taking up, transferring or relinquishing a business area, unless the general assembly is responsible according to § 30 letter m)

c) the acquisition, encumbrance and sale of developed and undeveloped land as well as property in accordance with the Condominium Act,

Erecting buildings, taking over and giving up holdings, and acquiring and giving up membership in cooperatives – including partial termination. The exception is the acquisition of land to save one’s own claims,

d) the submission of legally relevant declarations of particular importance, in particular of those contracts through which recurring obligations are established to a considerable extent for the cooperative,

e) joining and leaving associations and other associations,

f) the determination of the date and place of the general assembly, the holding of the general assembly without the physical presence of the members (§ 36a para. 1), the possibility of the members participating in the general assembly by means of electronic communication (§ 36a para . 5), the possibility of participating in the resolution of a general assembly held only as a face-to-face meeting (Section 36b) and the video and audio transmission of the General Assembly (Section 36c),

g) the use of the reserves pursuant to Sections 39 and 39a,

h) the establishment and closure of branches and warehouses,

i) the granting of power of attorney,

j) the distribution of a reimbursement (Section 42a),

k) the determination of lump-sum reimbursements for expenses to members of the Supervisory Board in accordance with Section 22 (8),

l) the appointment of the managing director, insofar as he is not a member of the board,

m) the determination of contributions according to § 12 letter i)

(2) Joint meetings are called by the chairman of the supervisory board or his deputy. Section 25, Paragraph 4, Clause 2 applies accordingly to the convocation. Joint meetings of the management board and the supervisory board are also required to receive the report on the likely result of the statutory audit (final discussion) and to discuss the written audit report.

(3) The chairman of the Supervisory Board or his deputy chairs the joint meetings.

(4) The board of directors and the supervisory board have a quorum if more than half of the members of the board of directors and more than half of the members of the supervisory board are present.

(5) An application is rejected if it does not find a majority on both the management board and the supervisory board.

(6) Resolutions are to be recorded in joint minutes for evidence purposes; the result of the separate votes is to be recorded; In addition, Section 19 Paragraph 4 and Section 25 Paragraph 5 apply accordingly.

(1) The Supervisory Board elects a chairman and a deputy from among its members. Meetings of the Supervisory Board are convened by its chairman or, if he is unable to attend, by his deputy. As long as a chairman and a deputy are not elected or prevented, the supervisory board meetings are convened by the oldest member of the supervisory board in terms of age.

(2) The Supervisory Board has a quorum if more than half of its members participate. It takes its decisions with a majority of the validly cast votes. Abstentions and invalid votes are not counted. In the event of a tie, an application is considered rejected; in the case of elections, the lot decides in this case. Section 33 applies accordingly.

(3) A resolution is permitted without calling a meeting by means of a written vote or other remote communication media if the chairman of the supervisory board or his deputy initiates such a resolution and no member of the supervisory board objects to this procedure.

(4) The meetings of the Supervisory Board should take place at least quarterly. In addition, the chairman has to convene a meeting with notification of the agenda, as often as this appears necessary in the interests of the cooperative, as well as if the board of directors or at least half of the supervisory board members

members requested in writing, stating the purpose and reasons. If this request is not complied with, the applicants can convene the supervisory board themselves, stating the facts.

(5) The resolutions of the Supervisory Board are to be properly recorded for evidence purposes. The protocols are to be numbered consecutively. They must be signed by at least two meeting participants and kept with the cooperative with the other documents.

(6) If the matters of the cooperative are discussed that affect the interests of a member of the supervisory board, his / her spouse or partner, his / her parents, children, siblings or a person represented by him or her by law or power of attorney, the relevant supervisory board may participate – member does not take part in the consultation and voting. The supervisory board member must, however, be heard before the resolution is passed.

(1) The members exercise their rights in the affairs of the cooperative in the general assembly.

(2) Each member has one vote.

(3) Incapable of legal capacity, persons with limited legal capacity as well as legal persons exercise their voting rights through the legal representative, partnerships through their shareholders authorized to represent.

(4) Members or their legal representatives or shareholders authorized to represent them can be represented by authorized persons (Section 43 (5) of the Cooperative Society Act). Several heirs of a deceased member (§ 7) can only exercise the voting right through a joint proxy. An authorized representative cannot represent more than two members. Authorized representatives can only be members of the cooperative, spouses, children or the spouses of a member’s children. Investing members can only be authorized by other investing members and only to

grant power of attorney to other investing members. Persons to whom the notification of the exclusion has been sent (Section 9 (5)), as well as persons who offer to exercise the voting right on a business basis, cannot be authorized.

(5) Legal or authorized representatives or authorized representatives who are entitled to vote must provide written evidence of their power of representation in the meeting. The regulation in Section 36a (4) remains unaffected.

(6) Nobody can exercise the right to vote for himself or for another if a decision is made as to whether he or the represented member is to be exonerated or released from any liability, or whether the cooperative is against him or the represented member to make a claim. However, it can be heard before a resolution is passed.

(1) The ordinary general assembly must take place within the first six months after the end of the financial year.

(2) Extraordinary general assemblies can be called as required.

(3) The general assembly takes place at the headquarters of the cooperative, unless the board of directors and the supervisory board stipulate a different conference location or its exclusively written and / or electronic implementation in accordance with Section 23, Paragraph 1, Letter f).

(1) The General Assembly is convened by the Executive Board. The supervisory board is entitled and obliged to convene if there is a legal or statutory reason for this or if this is necessary in the interests of the cooperative, namely at the request of the auditing association.

(2) The members of the cooperative can request an extraordinary general meeting to be called in writing, stating the purpose and reasons. This requires at least one tenth of the members.

(3) The General Assembly is convened by direct notification of all members in text form (preferably also as an email).

A period of at least three weeks, which must lie between the day of receipt or dispatch of the convocation and the day of the general meeting, must be observed. The agenda must be made known when the meeting is called. Sections 36a to 36c remain unaffected.

(4) The agenda is set by the person who calls the General Assembly. Members of the cooperative can request in writing, stating the purpose and reasons, that items for resolution be announced at the general assembly. This requires at least a tenth part of the members.

(5) Resolutions cannot be passed on items whose negotiation has not been announced in good time so that there is at least one week between receipt of the announcement (paragraph 7) and the day of the general assembly; However, resolutions on the course of the meeting and on motions to call an extraordinary general meeting are excluded from this.

(6) No announcement is required for applications and negotiations without a resolution. In the cases of paragraphs 3 and 5, the notifications are deemed to have been received if they have been sent two working days before the start of the period.

The chairman of the supervisory board or his deputy (chairman of the meeting) chairs the general assembly. By resolution of the general assembly, the chairmanship can be assigned to a member of the management board, the supervisory board, another member of the cooperative or a representative of the auditing association. The chairman of the meeting appoints a secretary and, if necessary, a teller.

The General Assembly decides on the matters specified in the Cooperative Society Act and in these Articles of Association, in particular on:

a) amendment of the articles of association,

b) Scope of the announcement of the audit report of the auditing association,

c) Approval of the annual financial statements, appropriation of the annual surplus or coverage of the annual deficit,

d) Discharge of the board of directors and the supervisory board,

e) Election of the members of the supervisory board and the management board, insofar as they are not to be elected by the supervisory board, as well as determination of remuneration for the supervisory board within the meaning of Section 22 (8),

f) Revocation of the appointment of members of the Management Board and the Supervisory Board,

g) taking up, transferring or relinquishing an essential business area,

h) dissolution of the cooperative,

i) Continuation of the cooperative after the decision to dissolve it,

j) setting an entrance fee,

k) Introduction of the meeting of representatives and approval of the election regulations.

(1) The resolutions of the General Assembly require a simple majority of the validly cast votes, unless the law or these Articles of Association prescribe a larger majority.

(2) A majority of three quarters of the validly cast votes is required in particular in the following cases:

a) amendment of the articles of association,

b) Taking up, transferring or giving up an essential business area

c) Revocation of the appointment of members of the Executive Board with the exception of the case regulated in Section 40 GenG,

c) Revocation of the appointment of members of the Supervisory Board,

d) Exclusion of members of the management board or the supervisory board from the cooperative,

e) Resignation from cooperative associations, headquarters and associations,

f) Merger, split and change of legal form of the cooperative according to the provisions of the Transformation Act,

g) dissolution of the cooperative,

h) Continuation of the cooperative after it has been dissolved.

(3) Before the resolution on the merger, split, the change of legal form in accordance with the provisions of the Transformation Act, the dissolution and continuation of the dissolved cooperative, the auditing association must be heard. The board of directors must apply for an opinion from the auditing association in good time and read it out at the general assembly.

(4) A majority of nine tenths of the validly cast votes is required for an amendment to the statutes, through which an obligation of the members to use facilities or other services of the cooperative or to provide items or services is introduced or expanded . § 29: Subjects of the resolution

(1) Nobody can exercise the right to vote for himself or for another if a decision is made as to whether he or the represented member is to be exonerated.

(2) The discharge of the executive board and the supervisory board must be voted separately; neither the members of the management board nor the supervisory board have voting rights.

(1) Votes and elections are usually carried out openly. They must be done in secret if the board of directors, the supervisory board or at least the fourth part of the votes validly cast on the resolution so request.

(2) When determining the proportion of votes, only the validly cast yes and no votes are counted; Abstentions and invalid votes will not be considered. In the event of a tie, an application is deemed to be rejected; in these cases, in elections, the lot decides. Only one vote can be cast for each candidate to be elected.

(3) If an election is carried out secretly, each person entitled to vote has as many votes as there are mandates to be given. The person entitled to vote specifies the proposed candidates on the ballot paper for whom he wants to cast his vote. The candidates who receive the most votes are elected.

(4) If an election is carried out openly, a special ballot is required for each mandate to be awarded. Whoever received more than half of the valid votes cast is elected. If no candidate receives the required majority in the first ballot, a run-off election will be held between the two candidates who received the most votes. In this case, the candidate who receives the most votes is elected. If there are no more candidates proposed than there are mandates to be filled, votes can be held jointly (en bloc), provided that this is not contradicted.

(5) The elected person must declare to the cooperative at the latest after the election whether he will accept the election.

(1) Upon request, each member is to be given information on matters relating to the cooperative at the general assembly, insofar as this is necessary for an appropriate assessment of the item on the agenda. The information is provided by the management board or the supervisory board.

(2) The information may be refused if:

a) the provision of the information is suitable, based on reasonable commercial judgment, to inflict a not inconsiderable disadvantage on the cooperative,

b) the questions relate to tax valuations or the amount of individual taxes,

c) providing the information would be punishable or a statutory, statutory or contractual duty of confidentiality would be violated,

d) the request for information relates to the personal or business circumstances of a third party,

e) there are contractual agreements with members of the board of directors or employees of the cooperative,

f) the reading out of documents would lead to an unreasonable extension of the General Assembly,

g) the question relates to the purchasing conditions of the cooperative or their calculation bases.

(1) The resolutions of the General Assembly are to be properly recorded for evidence purposes.

(2) The minutes should be made within two weeks after the end of the general assembly at the latest. The place and day or period of the meeting, the name of the chairman as well as the type and result of the votes and the conclusions of the chairman about the resolution should be stated. The minutes must be signed by the chairman of the meeting, the secretary and at least one board member present; the documents about the convocation are to be attached as annexes.

(3) In the cases of Section 47 (3) GenG, the minutes must also be accompanied by a list of the members present or represented and the members’ representatives. The number of votes must be noted for each member who appears or is represented.

(4) The minutes are to be kept with the associated attachments. Every member is allowed to inspect it.

(5) In addition, in the case of Sections 36a, 36b of the Articles of Association, a list of the members involved in the decision-making process must be attached to the minutes and the type of voting must be noted therein.

Representatives of the auditing association and the central cooperative associations are entitled to participate in every general assembly and to express their views at any time.

(1) The general assembly can also be held without the physical presence of the members (virtual general assembly). In this case, the members are to be given all the information required for unrestricted participation in the General Assembly together with the convocation. This includes, in particular, information about any access data as well as the way in which the right to speak, request, information and vote can be exercised and how and by when the written or electronic voting must be made. (2) Participation in the virtual general assembly can take place in such a way that the technical design enables two-way communication between the members with the bodies and with one another in the general assembly. (3) Participation in the virtual general assembly can also take place in such a way that two-way communication between the members with the bodies and with one another is made possible in a discussion phase prior to the voting process. In this case, the period between the beginning of the discussion phase and the end of the voting phase represents the general assembly of the end of the General Assembly to the end of the voting phase. (4) The exercise of voting powers (§ 26 Paragraph 4) in a virtual general meeting is permitted if the power of attorney is proven to the board in writing at least one week before the day of the general meeting.

(5) The members can take part in the general assembly without being present in a face-to-face meeting and exercise their rights by means of electronic communication (electronic participation in a face-to-face meeting), if the board of directors determines this with the approval of the supervisory board. Otherwise, the above paragraphs apply.

(1) If it has been permitted to participate in the resolution of a general meeting held only as a face-to-face meeting in writing or by means of electronic communication, it must be stated together with the convocation how and by when the written or electronic voting must be made.

(2) Section 36a (4) applies accordingly.

The transmission of the General Assembly in sound and image is permitted. The decision as to whether and in what way the general assembly is broadcast in sound and image is incumbent on the management board with the consent of the supervisory board. The type and manner of the transfer must be made known when the meeting is convened.

(1) The share is 3 EUR. The business share is to be paid in full immediately.

(2) A member can participate with additional business shares. The voluntary participation of a member with a further business share may only be permitted if all previous business shares have been paid in in full. Paragraph 1 applies accordingly to the payment.

(3) The payments made on the business share (s) plus other credits and minus amounts written off to cover losses form the business credit of a member.

(4) As long as the member has not resigned, the business credit may not be paid out by the cooperative, not offset or used as security in the business operations of the cooperative. A payment due may not be waived; the member cannot count against this.

(5) The assignment or pledging of the business credit to third parties is inadmissible and ineffective towards the cooperative. The member is not permitted to offset the business credit against his liabilities to the cooperative. § 10 applies to the dispute credit.

(1) The legal reserve serves to cover balance sheet losses.

(2) It is formed by an annual allocation of at least 10% of the annual surplus plus any profit carried forward or minus any loss carried forward, as long as the reserve does not reach ten percent of the balance sheet total.

(3) The General Assembly decides on the use of the statutory reserve.

(1) In addition to the legal reserve, another profit reserve is created, to which at least 5% percent of the annual surplus plus any profit carryforward or minus any loss carryforward is to be allocated annually. The amount allocated by the board of directors to the additional earnings reserve in accordance with paragraph 2 is to be taken into account. Further earnings reserves can be formed. The board of directors and the supervisory board decide on their use in a joint meeting (Section 23 (2) letter g)).

(2) When preparing the annual financial statements, the board of directors can transfer part of the annual surplus, but no more than half, to a further profit reserve. The board of directors decides on their use.

If entrance fees, fines, building cost subsidies or comparable contributions are charged, they are to be allocated to a capital reserve to be formed. The management board and the supervisory board decide on their use in a joint meeting (Section 23 (1) letter g)).

The members are not obliged to make additional contributions.

(1) The business year of the cooperative begins on January 1st and ends on December 31st.

(2) The first business year begins on the day the cooperative is founded and ends on December 31.

(1) The board of directors must prepare the annual financial statements and the management report for the past financial year within five months of the end of the financial year, insofar as this is required by law.

(2) The management board must submit the annual financial statements and the management report, insofar as this is legally required, to the supervisory board and then, together with its report, to the general assembly for approval of the annual financial statements.

(3) The annual financial statements and management report, insofar as this is required by law, together with the report of the supervisory board should be displayed for inspection by the members at least one week before the general meeting in the business premises of the cooperative or at another point to be published, -public members area on the website of the cooperative made accessible or otherwise brought to their attention.

(4) The report of the Supervisory Board on its examination of the annual financial statements and the management report (Section 22 Paragraph 4), insofar as this is required by law, must be submitted to the ordinary General Meeting.

(5) The annual financial statements and the management report, insofar as this is required by law, must be submitted immediately to the responsible auditing association with the evidence required by it.

(1) Before the balance sheet is drawn up, the board of directors and the supervisory board decide which part of the surplus is to be distributed as cooperative reimbursement. An adequate annual surplus is to be taken into account. The members have a legal right to the reimbursement decided by the management board and the supervisory board.

(2) Up to the full payment of the business share, 50% of the cooperative reimbursement granted to the member is credited to the business credit, unless the general assembly decides a different percentage.

(1) The general assembly decides on the appropriation of the annual surplus; If it is not added to the statutory (§ 38) or other earnings reserves (§ 39) or used for other purposes, this can be distributed to the members according to the ratio of their business credit at the end of the previous financial year. In the distribution of profits, the payments made in the past financial year on the share from the first day of the calendar quarter following the payment must also be taken into account. The profit attributable to the members is added to the business credit until the business share is reached or a business credit reduced by loss is replenished.

(1) The General Assembly decides on the coverage of an annual deficit.

(2) Insofar as an annual deficit is not carried forward to a new account or is covered by drawing on the other earnings reserves, it is to be deducted from the statutory reserve or the capital reserve or by depreciation from the

To cover business credit of the members or through these measures at the same time.

(3) If the business credits are used to cover losses, the share of the loss attributable to the individual member is calculated based on the ratio of the business shares taken over or the business shares to be taken over according to the statutes of all members at the beginning of the financial year in which the loss occurred.

After the dissolution, the cooperative is liquidated. For the distribution of the cooperative’s assets, the law is to be applied with the stipulation that surpluses are distributed to the members according to the ratio of the business assets.

(1) Unless otherwise stipulated by law or in the articles of association, the notifications of the cooperative are published on the cooperative’s publicly accessible website, the annual financial statements and the statutory management report as well as the documents specified in Section 325 HGB are only published in the Federal Gazette released.

(2) The announcement must include the names of the persons from whom it originates.

The place of jurisdiction for all disputes between the member and the cooperative arising from the membership relationship is the local or regional court that is responsible for the headquarters of the cooperative.

(1) The cooperative becomes a member of

Cooperative Association – Association of Regions e.V., Hanover