Statutes of the Laurenz Herting Foundation

Charitable foundation for medical research

§ 1

Name, registered office, legal form, financial year

(1) The name of the foundation is the Laurenz Herting Foundation. It has its registered office in Jesteburg.
(2) The Foundation is a foundation with legal capacity under civil law established for an indefinite period of time in accordance with the Foundation Act for Lower Saxony. Its financial year is the calendar year. The first financial year is a short financial year.

§2

Purpose of the foundation

(1) The Foundation pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the German Tax Code.

(2) The purpose of the foundation is to promote medical science and research (§ 52 para. 2 no. 1 AO), the fight against disease, specifically in the areas of prostate cancer and/or breast cancer
and/or COPD and/or multiple sclerosis.

(3) The purposes of the Articles of Association are realized in particular by a) the support and/or realization of scientific events, b) the support of research projects c) the support of relevant publications and publications,d) supporting institutions, facilities, associations, etc. that serve the purpose of the Foundation. In addition, funds for the promotion of science and research may also be passed on to other tax-privileged corporations or corporations under public law.
(4) There is no legal entitlement to benefits from the Foundation.

§3

Non-profit status

(1) The Foundation is a non-profit organization; it does not primarily pursue its own economic purposes.

(2) The Foundation's funds may only be used for statutory purposes. The members shall not receive any benefits from the funds of the corporation. The founders and their heirs shall not receive any benefits in excess of the amounts specified in § 58 No. 6 of the German Fiscal Code. Further details are regulated in § 6 of these foundation statutes.

(3) No person may benefit from expenses that are alien to the purpose of the Foundation or from disproportionately high remuneration.

(4) The Foundation need not pursue all purposes simultaneously and to the same extent.

(5) The Foundation will also realize its charitable purposes directly itself. To this end, it may carry out projects and maintain facilities and special-purpose enterprises. Tax-deductible activities within the scope of § 58 AO are permissible.

(6) The Foundation may make use of domestic and foreign auxiliary persons within the meaning of § 57 para. 1 sentence 2 AO to fulfill its tasks, insofar as it does not perform the tasks itself. The Foundation shall structure the legal and factual relationships with such auxiliary persons in such a way that the activities of the auxiliary persons are to be regarded as the Foundation's own activities.

(7) Insofar as the Foundation realizes its purposes abroad, it shall keep a record of the use of funds in accordance with the Articles of Association by recording the expenses incurred for the projects concerned in accordance with the respective tax requirements and submit any necessary documents to the tax authorities.

§4

Foundation assets, cash and cash equivalents

(1) The foundation is endowed with cash assets of EUR 4,500,000.00. Of the foundation assets, an amount of EUR 4,000,000.00 shall be allocated to the basic assets in accordance with §83 b) para. 2 no. 1 BGB. It must always be kept separate from the other assets of the foundation in such a way that it is recognizable and can be reported as independent assets (basic assets). It must be preserved undiminished (§ 83c para. 1 sentence 1 BGB).
(2) An amount of EUR 500,000.00 shall be allocated to the other assets within the meaning of § 83 b) para. 3 BGB. The status of the assets must be recorded in a list. The additions and disposals must be shown on an ongoing basis.
(3) Donations from the founders or third parties shall accrue to the assets, provided these donations (endowments) are expressly intended for this purpose.
(4) Income shall, unless it is to be used directly and promptly to fulfill the purpose of the foundation in accordance with the tax law requirements for the tax exemption of the foundation pursuant to § 52 of the German Fiscal Code, be invested to generate income.
(5) Asset reallocations are permissible in accordance with the rules of proper business management if they are conducive to the permanent and sustainable realization of the Foundation's purpose or to increasing the Foundation's performance.

§5

Contributions

Donations may be expressly intended to increase the foundation's assets (endowments) or to be used directly for the purposes of the foundation.

§6

Use of funds

(1) The Foundation's funds within the meaning of this paragraph are those donations or income from asset management that are not intended to increase the Foundation's assets. Administrative costs must be kept to a minimum.
(2) The income from the Foundation's assets and any donations that do not accrue to it shall be used promptly to fulfill the purpose of the Foundation.
(3) In accordance with § 62 para. 1 no. 3 of the German Fiscal Code, the Foundation may allocate a maximum of one third of the surplus of income over the costs of asset management and, in addition, a maximum of 10 percent of its other funds to be used promptly in accordance with § 55 para. 1 no. 5 of the German Fiscal Code to a free reserve.
(4) The Board of Directors shall decide unanimously on the manner in which the Foundation's funds are to be used.
(5) The annual financial statements, the statement of assets and liabilities and the report on the fulfillment of the foundation's purpose must be submitted to the foundation supervisory authority no later than nine months after the end of the financial year following approval by the Board of Trustees (§ 5 para. 3 sentence 1 NStiftG).

§7

Organs of the foundation

The Foundation's bodies are the Executive Board and the Board of Trustees.

§8

Board of Trustees

(1) The Board of Trustees is the legal representative of the Foundation; it represents the Foundation in and out of court. It manages the Foundation's business. The Board of Directors must always take the founder's will into account.
(2) The Board of Directors consists of up to two persons. If it consists of two persons, the Foundation shall be represented jointly by two members of the Management Board. The Board of Trustees may, by a simple majority, release members of the Management Board from the restrictions of Section 181 BGB and grant one member of the Management Board sole power of representation.
(3) Subject to the provision in paragraph (5), the term of office of a member of the Management Board shall be three years, unless otherwise stipulated at the time of appointment. Subject to the provision in paragraph (5), a member of the Management Board shall retire from the Management Board upon reaching the age of 75.
(4) After hearing the Board of Directors, the Board of Trustees may appoint a member of the Board of Directors as Chairman by a three-quarter majority, provided that no founder is a member of the Board of Directors.
(5) The founder Mr. Laurenz Herting and the founder Ms. Marion Herting are appointed as the first member of the Board of Directors for life. Each member of the Management Board has the right to resign from office at any time.
(6) Subject to the provisions in paragraph (5), the Board of Trustees may dismiss a member of the Management Board for good cause by unanimous resolution. The same applies to the appointment of the Chairman. A dismissal is effective until its invalidity has been legally established.
(7) The founders serve on the Management Board on an honorary basis, i.e. without remuneration. Otherwise, Section 10 (7) of the Foundation Statutes applies accordingly to the remuneration of the Board of Directors. After the death of the founders, the Board of Trustees decides by a three-quarter majority.
(8) The members of the Board of Directors shall be reimbursed for necessary and documented expenses.

§9

Duties of the Board of Directors; approval of the Board of Trustees, meetings of the Board of Directors

(1) The Board of Trustees is responsible for the management and administration of the Foundation and for passing resolutions on all its affairs.
(2) The Board of Trustees shall keep records of the Foundation's income and expenditure and, at the end of the calendar year, shall immediately prepare an annual financial statement which it shall submit to the Board of Trustees for approval.
(3) The Board of Trustees may make use of a managing director, who may also be a member of the Board of Trustees. The latter shall receive appropriate remuneration, which shall be determined by the founders as long as one of them is a member of the Board of Directors. Section 10 (7) of the Foundation Statutes shall apply accordingly.
(4) After the death of both founders or their resignation from the Board of Directors, the Board of Trustees must submit its planning for the next year (in particular income and expenditure planning - if possible, stating the intended funding measures) to the Board of Trustees for approval two months before the end of the year.
(5) After the death of both founders or the resignation of both founders from the Board of Directors, the Board of Trustees requires the prior consent of the Foundation Council in all matters that go beyond the ordinary operation of the Foundation, i.e. in particular in the following matters: (a) the assumption of sureties and guaranteesb) taking out or granting loansc) investment projectsd) individual funding measures that exceed a value of EUR 50,000.00.
(6) The Board of Directors shall generally perform its duties by passing resolutions at meetings or, if all members of the Board of Directors agree, by passing resolutions in writing or using electronic media; resolutions must be recorded in writing in any case. It is quorate if all members of the Board of Directors are present or participate in the vote.
(7) Resolutions are passed unanimously, unless otherwise stipulated in these Articles of Association. Each member of the Board of Directors has one vote. Abstentions count as votes not cast. In the event of a tie, a resolution is deemed not to have been passed.
(8) Meetings of the Board of Directors may be convened by any member of the Board of Directors. Meetings shall be convened in writing or by using electronic media, with notification of the agenda. A period of at least one week must elapse between the dispatch of the notice of meeting and the meeting of the Board of Trustees; the day of dispatch and the day of the meeting are not counted. The Board of Directors may meet ad hoc at any time if no member of the Board of Directors objects.

§10

Board of Trustees

(1) The Board of Trustees is an organ, but not a representative of the Foundation.
(2) The Board of Trustees shall consist of either three or five persons. Two members of the Board of Trustees shall be suitable personalities from the field of medicine, in particular cancer research. One member of the Board of Trustees should be a lawyer with business experience.
(3) During the lifetime of the founders, the two founders or the last living founder shall appoint the members of the Board of Trustees. If a member leaves the Board of Trustees after the death of both founders, the remaining members of the Board of Trustees shall appoint the successor to the departed member by co-option. The election of the successor to a member of the Board of Trustees should take place in good time to allow the departing member of the Board of Trustees to participate in the election. possible in the election.
(4) A member of the Board of Trustees may resign from office at any time by giving three months' written notice to the Executive Board of the Foundation without stating reasons. The founders or the last living founder may dismiss a member of the Board of Trustees appointed by them at any time without giving reasons.
(5) The members of the Board of Trustees should not be older than seventy-five years. A member of the Board of Trustees who reaches this age limit shall retire from the Board at the end of the current financial year, unless the Board of Trustees adopts a resolution to the contrary by a qualified majority, which provides for a further term of office of up to three years. Such a resolution may be passed several times with regard to one and the same person.
(6) The Board of Trustees elects a spokesperson and deputy spokesperson from among its members.
(7) The members of the Board of Trustees shall not receive any remuneration for their activities unless the founders stipulate a remuneration. After the death of both founders, the Board of Trustees may regulate its remuneration with a three-quarter majority in accordance with § 3 (3) of these Articles of Association. The regulation requires the approval of the foundation supervisory authority to be effective.
(8) The members of the Board of Trustees shall be reimbursed for necessary and documented expenses.

§11

Resolutions of the Board of Trustees

(1) The Board of Trustees fulfills its duties by passing resolutions in meetings or, if all members of the Board of Trustees agree, by passing resolutions in writing or using electronic media; resolutions of the Board of Trustees must be recorded in writing in any case.
(2) Resolutions shall be passed by a simple majority of the votes cast, unless these Articles of Association or the rules of procedure for the Board of Trustees stipulate otherwise. Each member of the Board of Trustees has one vote. Abstentions count as votes not cast. In the event of a tie, the vote of the spokesperson or the deputy spokesperson shall be decisive if the spokesperson is not present. A qualified majority within the meaning of these Foundation Statutes requires three votes including the vote of the spokesperson or deputy spokesperson.
(3) Meetings of the Board of Trustees shall be convened by the spokesperson or his/her deputy if he/she deems it necessary or if a member of the Board of Trustees so requests.
(4) Meetings shall be convened in writing or by using electronic media and the agenda shall be communicated. A period of at least two weeks must elapse between the dispatch of the convening notice and the meeting of the Board of Trustees; the day of dispatch and the day of the meeting are not counted.
(5) The Board of Trustees is quorate if at least three of its members, including the spokesperson or his/her deputy, are present. The meeting of the Board of Trustees shall be chaired by the spokesperson or, if he/she is unable to attend, by his/her deputy.
(6) Further details may be regulated by rules of procedure, which the Board of Trustees shall adopt itself. It shall decide on this and also on amendments to the rules of procedure with a qualified majority.

§12

Tasks of the Board of Trustees

(1) The Foundation Board advises and monitors the Foundation Board in accordance with these Foundation Statutes.
(2) The tasks of the Board of Trustees are in particular a) advising the Board of Trustees on all matters relating to the purpose of the Foundationb) passing resolutions on the annual plan submitted and on transactions requiring approval,c) after the death of both founders, to pass resolutions on amendments to the foundation statutesd) after the death or resignation of both founders from the Board of Directors, the appointment of the Foundation's Board of Directors,e) after the death of both founders, the discharge of the foundation's board of directorsf) the adoption of the annual financial statements,g) the possible election of an auditor for the annual financial statements.

§13

Amendments to the foundation statutes

(1) Amendments to these Foundation Statutes are intended to enable the sustainable fulfillment of the purpose of the Foundation in accordance with the will and ideas of the founders in changing circumstances, if and insofar as the legal requirements for an amendment to the Statutes are met.
(2) During the lifetime of the founders, amendments to the foundation statutes may only be made on the basis of a unanimous declaration by both founders or a declaration by the longer-living of the two founders.
(3) After the death of both founders, amendments to the foundation statutes require a resolution of the Foundation Board with a qualified majority. The Board of Trustees shall inform the Management Board in advance and consult it appropriately.
(4) The amendment of the foundation statutes requires the approval of the foundation supervisory authority and, insofar as there is a possibility that the charitable status of the foundation, which must be maintained in any case, is affected, must be agreed with the responsible tax authority prior to the amendment of the foundation statutes.

§14

Dissolution of the foundation and accrual of assets

(1) After the death of both founders, the Board of Trustees shall decide on the dissolution of the foundation, taking into account the will of the founders, if the legal requirements for this are met. Prior to this, both founders or the last living founder shall decide on the dissolution.
(2) The resolution of the Board of Trustees shall be passed by a qualified majority. The Board of Trustees shall inform the Management Board in advance and consult it appropriately. The resolution requires the approval of the foundation supervisory authority.
(3) In the event of dissolution or termination of the Foundation or discontinuation of tax-privileged purposes, the assets shall be transferred to German Cancer Aid, which shall use them directly and exclusively for charitable purposes.

§15

Addition, consolidation

(1) The Board of Directors shall decide unanimously on the affiliation of the foundation to another foundation or the merger with another foundation, which is only possible if the legal requirements are met.
(2) The merger or amalgamation shall be effected by contract, which must be signed by the Board of Directors. The transfer agreement or the merger agreement shall require the approval of the authority responsible for the acquiring foundation under state law. If a different authority is responsible for a transferring foundation than for the acquiring foundation under state law, the contracts shall also require the approval of the authority responsible for the transferring foundation.

§16

Notification of the foundation supervisory authority

(1) The foundation supervisory authority is the Office for Regional Development (ARL) Lüneburg. The highest foundation supervisory authority is the Ministry of the Interior of the State of Lower Saxony. The foundation supervisory authority's powers of approval and consent must be observed.
(2) The Foundation Supervisory Authority shall be informed of all matters concerning the Foundation at any time at its request. The annual financial statements must be submitted to it immediately and without request, irrespective of any other information obligations.

§17

Financial management

(1) Notwithstanding the approval obligations arising from the Lower Saxony Foundation Act or the German Civil Code, resolutions on any amendments to the Articles of Association and on the possible dissolution of the Foundation must be notified to the competent tax office.
(2) In the event of any amendments to the Articles of Association that affect the purpose of the Foundation, the approval of the responsible tax office for tax concessions must always be obtained in advance.

Registered in Lüneburg, 09.04.2025