Our Articles of Association

1. The foundation bears the name Possehl-Stiftung.
2. It is a foundation with legal capacity under German civil law.
3. Its registered office is in Lübeck.

1. The foundation's historical goals are in Lübeck:
   1. to preserve the city’s beautiful buildings and amenities, particularly the appearance of the Hanseatic City of Lübeck as a World Cultural Heritage site,
   2. to support non-profit and charitable organisations in Lübeck,
   3. to advance the arts and sciences
   4. to support young people,
   5. to alleviate the hardship of those in need.
2. These purposes are achieved in particular by means of financial assistance, partly also by means of advice, 
   1. with the restoration and preservation of historically and architecturally important buildings and public spaces in Lübeck,
   2. for non-profit organisations such as youth hostels and clubs, nursing homes, community and sports facilities of all kinds and for private-sector associations supporting young people, immigrants and those in need of social assistance,
   3. for public and private cultural institutions and events and higher education in Lübeck,
   4. for schools, nursery schools, non-profit sports associations and youth associations,
   5. in individual cases of social hardship and by supporting institutions that take care of people in need of assistance.
3. By pursuing the objectives listed in 1 and 2 above, the foundation works exclusively and directly for non-profit and charitable purposes within the meaning of the “Tax-privileged purposes” section of the German Tax Code (AO). In this context the purposes of the foundation are to promote science, assistance for young and old people, art and culture, including the maintenance and preservation of heritage assets, protect listed buildings and monuments, education, including adult education and vocational training, social welfare, sport, local history, civic engagement for tax-privileged purposes and to support charitable causes.
4. The foundation may pursue these purposes itself, by means of agents or by providing intangible and financial support to other tax-privileged entities and public-sector agencies by acquiring funding and passing it on to such organisations. Its work is altruistic and does not primarily serve its own economic ends.
5. The foundation should not carry out activities for which the public sector is responsible and which it can also perform if it manages its finances adequately.
6. These articles do not give beneficiaries any legal right to receive benefits from the foundation.

1. The foundation's assets essentially consist of
   
   1. the share in the company L. Possehl & Co. mbH
   2. equity interests
   3. securities
   4. bank balances and receivables
   5. land
   6. works of art
2. The foundation pursues its purpose with the income from its assets and with donations from third parties.
3. The Foundation's funds may only be used for the purposes defined in the Articles of Association.
4. The Board of Trustees may may transfer funds to reserves in accordance with the tax legislation for non-profit entities. In order to maintain the foundation’s capital it may transfer free reserves (Sec. 58 no. 7a AO) and donations within the meaning of Sec. 58 no. 11 AO to the foundation’s assets. Third-party donations that the donor intends to be used to increase the foundation’s assets (endowments) are to be transferred to the foundation’s assets unless the endowment is refused.
5. No one is to benefit from spending that is unrelated to the aims of the foundation or from unreasonably high remuneration.

The Foundation's financial year is the calendar year.

1. The Foundation's governing bodies are 
   
   1. the Board of Trustees
   2. the Working Committee
2. The members of the Board of Trustees who are not also members of the Working Committee work on an unpaid basis. They may receive an appropriate annual lump-sum expense allowance, which is determined by the Board of Trustees.
3. The members of the Working Committee may receive reasonable remuneration, which is set by the Board of Trustees to reflect their time spent working for the Foundation.
4. The members of the Board of Trustees may be reimbursed for necessary and reasonable expenses incurred as a result of their work for the Foundation. Expenses may also be reimbursed as a lump sum.
5. Otherwise, no pecuniary advantages may be granted to the members of the Foundation's governing bodies.

1. The Board of Trustees consists of 15 to 19 members. It elects new members by secret ballot.
2. The members of the Board of Trustees are elected for three calendar years. Re-election is possible. If a member leaves prematurely, a replacement may initially only be elected for the remainder of the term of office.
3. Any capable and respected citizen of Lübeck may be elected and re-elected. Social status and family relations may not be decisive.
4. Anyone who has reached the age of 72 retires from the Foundation and its governing bodies on 31 December of the year in which they reach the age of 72. Descendants of the founder's father and adoptive daughter may be members of the Foundation Board regardless of their age. Where possible, relatives of the founder and the founder's family should be re-elected to the foundation's Board of Directors in place of retiring relatives from the same circle.
5. A member of the Board of Trustees can only be voted out of office for good cause. A majority of two-thirds of the votes of all members is required to remove a member.
6. The Board of Trustees elects the Chair and Deputy Chair for three years, but for no longer than the duration of their membership of the Board of Trustees. Re-election is permitted. However, the Chair may only be re-elected twice, whereby any replacement election for the remainder of the predecessor's term of office shall not be taken into account.
   If the Chair or Deputy Chair resigns during their term of office, a successor shall initially only be elected for the remainder of the term of office.
7. The details of the election procedure are governed by separate voting rules to be adopted by the Board of Trustees.

1. The Board of Trustees manages the Foundation's business unless it is delegated to the Working Committee.
2. The Board of Trustees represents the Foundation in and out of court. It exercises the Foundation's rights and obligations as the sole shareholder of L. Possehl & Co. mbH. It is represented by the Chair and Deputy Chair. If either of them is unavailable, they may be replaced by any member of the Working Committee.

1. The Chair, or if unavailable, the Deputy Chair, convenes meetings; generally once a month and more frequently if needed. The Board of Trustees must also be convened at the written request of three members, including an agenda.
2. The Board of Trustees is convened in writing with one week's notice, stating the agenda.
3. The Board of Trustees is quorate if at least half of the members are present. In a second meeting to be convened with the same agenda, the Board of Trustees is quorate regardless of the number of members present. The new meeting must be held no later than two weeks after the first meeting.
4. The Board of Trustees passes resolutions - subject to any other provisions in these Articles of Association - by a majority of the members present. In the event of a tie, the Chair has the casting vote, but elections are decided by drawing lots.
5. The Board of Trustees may also pass resolutions by circulation of written documents if two thirds of the members have agreed to a written vote. The written procedure is not permitted for elections, deselections, resolutions on amendments to the Articles of Association and on the dissolution of the Foundation.
6. The resolutions are to be recorded in minutes. They must be signed by the Chair or Deputy Chair and the secretary. The resolutions must be collected and kept for the duration of the Foundation's existence.

1. A working committee is elected from the members of the Board of Trustees.
   It consists of
   
   1. the Chair and the Deputy Chair and
   2. at least three and no more than five other members, who are elected by the Board of Trustees for a term of three years.

The members mentioned under b) can be voted out of office before the end of their term of office by the Board of Trustees for important reasons with a majority of two thirds of all members. If one of the members named under b) resigns prematurely, a replacement can initially only be elected for the remainder of the term of office.

The Working Committee manages the operating business of the Foundation and is carries out those tasks assigned to it by the Board of Trustees. It prepares all matters to be submitted to the Board of Trustees.

The Working Committee can decide itself on grants within the meaning of Article 2 of these articles of up to €10,000. The Board of Trustees is notified of these applications beforehand. In individual cases the Chair is authorised, together with the Deputy Chair or another member of the Working Committee, to decide itself on grants within the meaning of Article 2 of these articles of up to €1,000.

1. The Working Committee is convened in writing, including the agenda, by the Chair of the Board of Trustees, or if unavailable, by the Deputy Chair. Notice of one week must be given. This may be reduced with the consent of all the members of the Working Committee. The Working Committee must also be convened at the request of at least two members. They must notify the Chair in writing of the matter they wish to discuss.
2. The Working Committee is quorate when half its members are present. It passes resolutions by a majority of members present. The Chair has a casting vote in the event of tied voting. The Working Committee may also pass resolutions by circulation of written documents if all the members approve this procedure.
3. Resolutions are to be recorded in the minutes. They are to be signed by the Chair or the Deputy Chair and the minutes secretary. Resolutions are to be collected and kept on file for the duration of the foundation.

1. The articles of association may be amended if a) the purpose and structure of the Foundation are not materially modified or b) if necessary to reflect a material change in circumstances compared with the time the Foundation was established or the last time the articles of association were amended.
2. Resolutions amending the articles of association which concern the functions of the Foundation and the use of its assets are to be notified to the tax authorities before they take effect. They require the consent of at least 3/4 of the members of the Board of Trustees and the approval of the authority responsible for supervising the Foundation.

1. The Foundation can be merged with another to form a new foundation if this does not jeopardise the purpose defined in the articles of association.
2. The Foundation can be dissolved if a) it has not awarded any grants for more than 10 years or b) the Foundation’s purpose cannot be achieved over the long term.
3. The cases described in paragraphs 1 and 2 require the consent of all the members of the Board of Trustees, as well as the approval of the authority responsible for supervising the Foundation.
4. If the Foundation is revoked or dissolved or it ceases to pursue tax-privileged purposes, its assets devolve to the Hanseatic City of Lübeck, which is to use them directly and exclusively for non-profit and charitable purposes as defined in Article 2.

These articles of association take effect on 7 November 2011.

Approval 
In accordance with Section 5 (1) sentence 1 in conjunction with (2) Foundation Act, as amended on 2. March 2000 (GVOBl. Schl.-H. p. 208), last amended by act of 15 June 2004 (GVOBl. Schl.-H. p. 153), responsibilities and names of functions last replaced by regulation of 8 September 2010 (GVOBl. Schl.-H. p. 575, the amendments to the Foundation’s articles of association adopted by the Board of Trustees of the “Possehl-Stiftung” on 26 August 2011 are hereby approved.

Kiel, 7 November 2011

Interior Ministry of Schleswig-Holstein, By order, signed Ilona Rakow

IV 353 – 146.23 – 158.2