Statutes

Share­hold­er Agree­ment of Corint Media GmbH (Con­ve­nience Trans­la­tion)
as amend­ed on 15th of Dec. 2020

§ 1 Cor­po­rate Name, Reg­is­tered Office and Finan­cial Year

  1. The Com­pa­ny shall bear the cor­po­rate name “Corint Media GmbH”.
  2. The Company’s reg­is­tered office shall be in Berlin.
  3. The finan­cial year shall be the cal­en­dar year.

§ 2 Cor­po­rate Pur­pose

  1. The cor­po­rate pur­pose of the Com­pa­ny shall con­sist in the admin­is­tra­tion in trust of the rights and claims aris­ing from the Copy­right Act for broad­cast­ers and pub­lish­ers that are trans­ferred and/or grant­ed to it by these enter­pris­es and the dis­tri­b­u­tion of the earned rev­enues to broad­cast­ers and pub­lish­ers that have con­clud­ed an admin­is­tra­tion agree­ment with the com­pa­ny (“ben­e­fi­cia­ries”).
  2. To achieve the cor­po­rate pur­pose, the Com­pa­ny may con­duct all trans­ac­tions serv­ing the cor­po­rate pur­pose direct­ly or indi­rect­ly. The Com­pa­ny shall in par­tic­u­lar be empow­ered to take part in merg­ers with oth­er col­lect­ing soci­eties or to take shares in sim­i­lar enter­pris­es. The Com­pa­ny shall also be enti­tled to assume col­lec­tion man­dates from oth­er col­lect­ing soci­eties. In addi­tion to the orig­i­nal ancil­lary copy­rights of enter­pris­es, the Com­pa­ny may also rep­re­sent in trust the copy­right use rights, ancil­lary copy­rights and com­pen­sa­tion claims grant­ed and/or trans­ferred to such enter­pris­es.
  3. To safe­guard dis­trib­u­tive fair­ness, the Com­pa­ny shall be oblig­ed when admin­is­ter­ing new rights and/or com­pen­sa­tion claims to have the affect­ed ben­e­fi­cia­ries share in spe­cif­ic cas­es in the costs of the admin­is­tra­tion and enforce­ment of rights in pro­por­tion to the antic­i­pat­ed rev­enues of the respec­tive enter­pris­es.
  4. The Com­pa­ny may estab­lish branch offices.

§ 3 Admin­is­tra­tion of Trans­ferred Rights

  1. An admin­is­tra­tion agree­ment shall be con­clud­ed with the ben­e­fi­cia­ries con­cern­ing the type and scope of the rights and claims to be admin­is­tered; the rights to be admin­is­tered by the Com­pa­ny shall be trans­ferred and/or grant­ed by way of such agree­ment. If sev­er­al orig­i­nal ancil­lary copy­rights arise for one enter­prise (e.g. for sev­er­al radio broad­casts and/or press prod­ucts), such com­pa­ny shall con­clude for each radio broad­cast and/or press prod­uct its own admin­is­tra­tion agree­ment.
  2. The share­hold­ers and the ben­e­fi­cia­ries shall form two curias, the curia of broad­cast­ers that have con­clud­ed an admin­is­tra­tion agree­ment about the broad­cast­ing rights with the Com­pa­ny (“Broad­cast­er Curia”) and the curia of pub­lish­ers that have con­clud­ed an admin­is­tra­tion agree­ment about ancil­lary copy­rights rights with the Com­pa­ny (“Pub­lish­er Curia”). A ben­e­fi­cia­ry may belong to both the Broad­cast­er Curia and the Pub­lish­er Curia.
  3. If a new­ly join­ing share­hold­er has both broad­cast­ing and pub­lish­ing rights admin­is­tered by the Com­pa­ny, such share­hold­er is to be allo­cat­ed in accor­dance with the rights trans­ferred and/or grant­ed to the Com­pa­ny to the Curia which has the high­er aggre­gate share in the dis­tri­b­u­tions of the Com­pa­ny in rela­tion to the total dis­tri­b­u­tion in the Curia. Deci­sive for the allo­ca­tion shall be the amount of dis­tri­b­u­tions in the year pre­ced­ing the acqui­si­tion of the shares in the Com­pa­ny. If rights are con­tributed and shares acquired simul­ta­ne­ous­ly, the amount of the dis­tri­b­u­tions fore­cast by man­age­ment shall be deci­sive. The allo­ca­tion of the pre­vi­ous share­hold­ers to the Broad­cast­er Curia or the Pub­lish­er Curia shall not be prej­u­diced here­by.
  4. The allo­ca­tion of a share­hold­er to a Curia shall be reviewed by man­age­ment annu­al­ly at the end of each finan­cial year. In the case of any changes, man­age­ment shall decide whether to mod­i­fy the allo­ca­tion and shall inform the affect­ed share­hold­er at the lat­est with the sum­mons to the first gen­er­al share­hold­ers’ meet­ing in the next year.

§ 4 Dis­tri­b­u­tion of Rev­enue

  1. The rev­enue earned from the trans­ferred and/or grant­ed copy­right use rights, ancil­lary copy­rights and com­pen­sa­tion claims and the oth­er rev­enue shall be dis­trib­uted to the ben­e­fi­cia­ries pur­suant to §§ 27 ff. of the Copy­right Man­age­ment Act after deduct­ing the admin­is­tra­tive costs.
  2. The rev­enue shall be dis­trib­uted on dis­tri­b­u­tion plans adopt­ed by the boards com­pe­tent in accor­dance with the Copy­right Man­age­ment Act.
  3. Gen­er­al admin­is­tra­tive costs shall be divid­ed equal­ly between the Broad­cast­er Curia and the Pub­lish­er Curia (i.e. 50%) each. Allo­ca­ble costs (e.g. legal fees and court costs for the admin­is­tra­tion and enforce­ment of the rights and claims allo­ca­ble to each Curia) are to be borne sole­ly by the affect­ed Curia.
  4. The fol­low­ing prin­ci­ples shall oth­er­wise be applic­a­ble to the dis­tri­b­u­tion plans:
    1. As deter­minable by rea­son­able means, each ben­e­fi­cia­ry shall receive the share of the dis­trib­utable rev­enue allo­ca­ble to the use of his or her rights.
    2. If the indi­vid­ual usage share can­not be deter­mined by rea­son­able means, gen­er­al val­u­a­tion and dis­tri­b­u­tion rules are to be cre­at­ed to cal­cu­late the com­pen­sa­tion of the ben­e­fi­cia­ry on a lump-sum basis.
    3. The rev­enue share to which the ben­e­fi­cia­ries of the Broad­cast­er Curia are enti­tled shall addi­tion­al­ly be deter­mined in accor­dance with the mar­ket share and the tech­ni­cal range and, if rel­e­vant, in accor­dance with oth­er suit­able cri­te­ria, where­by sep­a­rate tar­iffs and dis­tri­b­u­tion plans may be cre­at­ed for the use of ana­log, dig­i­tal, encrypt­ed and unen­crypt­ed, ter­res­tri­al and satel­lite sig­nals.
  5. The set­tle­ment for each ben­e­fi­cia­ry must be made using the set­tle­ment key deter­mined in the dis­tri­b­u­tion plans cor­re­spond­ing to the prin­ci­ples estab­lished in § 4(4), lit­ter­ae a) to d), spec­i­fy­ing the per­cent­age of admin­is­tra­tive costs attrib­ut­able to the ben­e­fi­cia­ries.

§ 5 Cap­i­tal Stock and Accep­tance of New Share­hold­ers

  1. The Company’s cap­i­tal stock amounts to € 83,000 (in words: eighty-three thou­sand euros) and has been ful­ly paid in.
  2. Any per­son who:
    1. has been a Ben­e­fi­cia­ry for at least five years; and
    2. par­tic­i­pates with a vol­ume of at least 2% in the dis­tri­b­u­tions of the Com­pa­ny to the Ben­e­fi­cia­ries of a Curia,
    3. or any per­son who is a Ben­e­fi­cia­ry and gives rea­son to expect accord­ing to the type and scope of his or her ancil­lary copy­right rights that he or she will sup­port the enforce­ment of rights admin­is­tered by the Com­pa­ny to a par­tic­u­lar degree

     
    is to be accept­ed as a share­hold­er of the Com­pa­ny pur­suant to the para­graphs below.

    The pre­req­ui­sites pur­suant to Sen­tence 1, lit. a) shall also be con­sid­ered as ful­filled if at least one com­pa­ny con­trolled by the par­ty want­i­ng to join in the terms of §§ 15 ff. of the Cor­po­ra­tion Act ful­fills the pre­req­ui­sites; the pre­req­ui­sites pur­suant to Sen­tence 1, lit. b) shall then also be con­sid­ered as ful­filled if they are ful­filled as a whole by com­pa­nies con­trolled by the par­ty want­i­ng to join in the terms of §§ 15 ff. of the Cor­po­ra­tion Act.

  3. The par­ty want­i­ng to join is to be allowed to assume a share the nom­i­nal amount of which relates to the aggre­gate nom­i­nal amounts of the share­hold­ers of the Curia rel­e­vant for the par­ty want­i­ng to join just as the aggre­gate dis­tri­b­u­tions ren­dered to the par­ty want­i­ng to join (or to a com­pa­ny con­trolled by the par­ty want­i­ng to join) the year before the accep­tance request relate to the aggre­gate of all dis­tri­b­u­tions to the share­hold­ers of the Curia rel­e­vant for the par­ty want­i­ng to join. The thus result­ing amount is to be round­ed to the near­est whole euro.
  4. If a Ben­e­fi­cia­ry requests accep­tance as a share­hold­er, man­age­ment shall decide on the ful­fill­ment of the pre­req­ui­sites pur­suant to Para­graphs 2 and 3. An appeal may be filed with the Super­vi­so­ry Board against a rejec­tion deci­sion. The Super­vi­so­ry Board shall be oblig­ed to decide at the next Super­vi­so­ry Board meet­ing about the accep­tance and the pre­req­ui­sites and con­di­tions for the accep­tance in accor­dance with Para­graphs 2 and 3.
  5. The share­hold­ers of the Com­pa­ny shall be oblig­ed in the event of a jus­ti­fied accep­tance request to adopt a cap­i­tal increase to cre­ate a new share in accor­dance with Para­graph 4, to waive their sub­scrip­tion right and to allow the assump­tion of the new shares by the par­ty want­i­ng to join.

§ 6 Dis­pos­al and Encum­brance of Shares

  1. The dis­pos­al and encum­brance of shares and frac­tions there­of shall require the approval of the share­hold­ers in gen­er­al meet­ing. This shall also apply to the indi­rect dis­pos­al of shares, pro­vid­ed these are held by a strict hold­ing com­pa­ny.
  2. Shares may be divid­ed at any time by res­o­lu­tion of the share­hold­ers in gen­er­al meet­ing; the nom­i­nal amount of the new­ly formed shares must be denom­i­nat­ed in whole euros. Sev­er­al ful­ly paid-in shares of one share­hold­er may be con­sol­i­dat­ed by res­o­lu­tion of the share­hold­ers in gen­er­al meet­ing with­out the approval of the affect­ed share­hold­er into a sin­gle share, pro­vid­ed the con­tri­bu­tions have been ren­dered in full towards the share.
  3. In the event of res­o­lu­tions of the share­hold­ers in gen­er­al meet­ing pur­suant to Para­graphs 1 and 2, the share­hold­er whose shares are affect­ed shall also be enti­tled to vote.

§ 7 Man­ag­ing Direc­tors and Their Pow­er of Rep­re­sen­ta­tion

  1. The Com­pa­ny shall have one or more man­ag­ing direc­tors.
  2. If only one man­ag­ing direc­tor is appoint­ed, such man­ag­ing direc­tor shall rep­re­sent the Com­pa­ny alone. If sev­er­al man­ag­ing direc­tors have been appoint­ed, the Com­pa­ny shall be rep­re­sent­ed joint­ly by two man­ag­ing direc­tors or by one man­ag­ing direc­tor joint­ly with a hold­er of com­mer­cial pow­ers of attor­ney. Even if sev­er­al man­ag­ing direc­tors have been appoint­ed, some or all man­ag­ing direc­tors may be autho­rized by the Super­vi­so­ry Board to rep­re­sent the Com­pa­ny alone. Fur­ther­more, some or all man­ag­ing direc­tors may be released by the Super­vi­so­ry Board from the restric­tions of § 181 of the Civ­il Code gen­er­al­ly or in spe­cif­ic cas­es and in whole or in part.
  3. The man­ag­ing direc­tors shall be appoint­ed and dis­missed by the Super­vi­so­ry Board. The Super­vi­so­ry Board shall con­clude employ­ment agree­ments with the man­ag­ing direc­tors; the Super­vi­so­ry Board is also respon­si­ble for the mod­i­fi­ca­tion, rescis­sion and ter­mi­na­tion of employ­ment agree­ments.

§ 8 Pow­ers of Man­age­ment

  1. The rights and duties of the man­ag­ing direc­tors shall be estab­lished by law, this Share­hold­er Agree­ment, the employ­ment agree­ments and res­o­lu­tions adopt­ed by the Super­vi­so­ry Board. Man­ag­ing direc­tors must con­duct the busi­ness with the dili­gence of a pru­dent busi­nessper­son.
  2. If sev­er­al man­ag­ing direc­tors are appoint­ed, each of them shall be enti­tled inter­nal­ly to man­age the Com­pa­ny alone.
  3. The pow­ers of man­age­ment shall extend to all act in the ordi­nary course of the Company’s busi­ness. Man­age­r­i­al acts out­side the ordi­nary course of busi­ness shall require a pri­or affir­ma­tive res­o­lu­tion of the Super­vi­so­ry Board. Man­age­r­i­al acts sub­ject to approval shall include in par­tic­u­lar:
    1. the appoint­ment and dis­missal of the inde­pen­dent audi­tor;
    2. merg­ers and asso­ci­a­tions with the par­tic­i­pa­tion of the Com­pa­ny;
    3. the for­ma­tion of sub­sidiaries, the assump­tion of oth­er orga­ni­za­tions or the acqui­si­tion and sale of shares or rights to oth­er orga­ni­za­tions by the Com­pa­ny;
    4. the acqui­si­tion, sale and lend­ing of immov­able things;
    5. the bor­row­ing and lend­ing of loans and the pro­vi­sion of col­lat­er­al for loans;
    6. the con­clu­sion, mod­i­fi­ca­tion and ces­sa­tion of rep­re­sen­ta­tion agree­ments in the terms of § 44 of the Col­lect­ing Soci­eties Act;
    7. the fil­ing of actions and seizure of arbi­tral tri­bunals in accor­dance with §§ 92 ff. of the Col­lect­ing Soci­eties Act and the void­ance of their deci­sions in mat­ters with an amount in con­tro­ver­sy of more than € 1 mil­lion, pro­vid­ed the above mat­ters are also of fun­da­men­tal sig­nif­i­cance for the Com­pa­ny;
    8. the acqui­si­tion of mov­able assets if the indi­vid­ual acqui­si­tion cost exceeds € 15,000;
    9. the con­struc­tion of new or remod­el­ing of build­ings if the build­ing costs exceed € 15,000;
    10. the estab­lish­ment and dis­so­lu­tion of branch offices and per­ma­nent estab­lish­ments;
    11. the assump­tion of the sta­tus of a gen­er­al part­ner;
    12. the assump­tion of sureties, guar­anties or sim­i­lar oblig­a­tions;
    13. the issuance of com­mer­cial pow­ers of attor­ney and the revo­ca­tion and con­clu­sion or white- or blue-col­lar employ­ment agree­ments of all types, if the year­ly charges to the Com­pa­ny exceed € 102,000 respec­tive­ly;
    14. the com­mit­ment to pen­sion and oth­er ben­e­fit claims;
    15. the con­clu­sion of legal trans­ac­tions with a share­hold­er if the oblig­a­tion of the Com­pa­ny with­in a sin­gle finan­cial year exceeds a total amount of € 15,000, or, out­side an employ­ment rela­tion, with a hold­er of com­mer­cial pow­ers of attor­ney, com­mer­cial agent or oth­er exec­u­tive.
  4. If the bud­get for a finan­cial year is not approved in due time, the bud­get of the pre­ced­ing finan­cial year shall pro­vi­sion­al­ly con­tin­ue to apply to the new finan­cial year, unless indi­vid­ual con­tract pro­vi­sions can obvi­ous­ly not be trans­ferred. The man­ag­ing direc­tors shall be enti­tled to act based on this pro­vi­sion­al bud­get until the adop­tion of the cur­rent bud­get.

§ 9 Gen­er­al Share­hold­ers’ Meet­ings

  1. The share­hold­ers in gen­er­al meet­ing is the com­pe­tent organ of the Com­pa­ny in the terms of §§ 17 and 18 of the Copy­right Man­age­ment Act. It shall resolve on the items allo­cat­ed to it by oper­a­tion of law or this Share­hold­er Agree­ment, par­tic­u­lar­ly con­cern­ing:
    1. this Share­hold­er Agree­ment and the mod­i­fi­ca­tion here­of;
    2. the annu­al trans­paren­cy report;
    3. the appoint­ment and dis­missal of mem­bers of the Super­vi­so­ry Board pur­suant to § 10(2);
    4. the com­pen­sa­tion and oth­er ben­e­fits to Super­vi­so­ry Board mem­bers;
    5. the issuance of elec­tion rules for the elec­tion of the del­e­gates pur­suant to § 12(11);
    6. the prepa­ra­tion, sup­ple­men­ta­tion and mod­i­fi­ca­tion of dis­tri­b­u­tion plans for the rights admin­is­tered by the Com­pa­ny pur­suant to § 4;
    7. the deter­mi­na­tion of the rights to be admin­is­tered by the Com­pa­ny;
    8. the use of the non-dis­trib­utable rev­enue from the rights;
    9. the gen­er­al invest­ment pol­i­cy regard­ing the rev­enue from the rights and the prin­ci­ples of risk man­age­ment;
    10. the gen­er­al prin­ci­ples for deduc­tions from the rev­enue from the rights, includ­ing the gen­er­al prin­ci­ples for deduc­tions to cov­er admin­is­tra­tive costs;
    11. the terms and con­di­tions at which a Ben­e­fi­cia­ry can grant any per­son the right to use his or her works or oth­er prop­er­ty rights for non-com­mer­cial pur­pos­es;
    12. a trans­fer of the pow­ers men­tioned in §§ 17(2) and 18(2) of the Col­lect­ing Soci­eties Act to the Super­vi­so­ry Board.
  2. The share­hold­ers shall be enti­tled to a total of 1,000,000 votes at gen­er­al share­hold­ers’ meet­ings. Half of these votes shall be allo­cat­ed to share­hold­ers of the Broad­cast­er Curia and the oth­er half to the Pub­lish­er Curia. With­in one Curia, the rela­tion of the shares held by the share­hold­ers shall be deci­sive for the num­ber of the votes to which the share­hold­ers of these Curias are enti­tled. The num­ber of votes to which a share­hold­er is accord­ing­ly enti­tled shall be round­ed down if nec­es­sary to whole votes; in such event, the total num­ber of votes pur­suant to Sen­tence 1 shall decrease.
  3. In the case of res­o­lu­tions pur­suant to Para­graph 1, lit­tera f) that are restrict­ed exclu­sive­ly to the dis­tri­b­u­tion of pro­ceeds to Ben­e­fi­cia­ries of one Curia and in the case of the elec­tion of Super­vi­so­ry Board mem­bers who are allo­ca­ble pur­suant to § 10, Para­graphs 2 and 4 to one Curia, the share­hold­ers of the oth­er Curia shall not be enti­tled to vote.
  4. The del­e­gates may par­tic­i­pate with advi­so­ry votes in addi­tion to the share­hold­ers at gen­er­al share­hold­ers’ meet­ings. In the case of res­o­lu­tions pur­suant to Para­graph 1, lit­ter­ae d) and f) to l), the del­e­gates shall be enti­tled to vote. Each del­e­gate shall there­by be enti­tled to a total of 1.67% of the total votes of the share­hold­ers fore­seen in accor­dance with Para­graph 2, Sen­tence 1 (if rel­e­vant, with­out reduc­tions in accor­dance with Para­graph 2, Sen­tence 4). The num­ber of votes of the del­e­gates is to be round­ed down as nec­es­sary.
  5. The share­hold­ers shall meet in gen­er­al meet­ing at least once per cal­en­dar year. Beyond this, gen­er­al share­hold­ers’ meet­ing is to be con­voked when:
    1. one or more share­hold­ers whose shares togeth­er con­sti­tute at least a share of 10% of the cap­i­tal stock request the con­vo­ca­tion of a gen­er­al share­hold­ers’ meet­ing while spec­i­fy­ing the agen­da; pre­scribed by law or the man­age­ment deems it nec­es­sary to con­voke a gen­er­al meet­ing; or
    2. the Super­vi­so­ry Board resolves to con­voke a gen­er­al meet­ing.

     
    The request pur­suant to lit. a) or b) must be sent in text form (§ 126b of the Civ­il Code) to man­age­ment. Gen­er­al share­hold­ers’ meet­ings shall take place at the Company’s reg­is­tered office, unless all share­hold­ers approve anoth­er place of meet­ing.

  6. Invi­ta­tions to gen­er­al share­hold­ers’ meet­ings shall be made by the man­age­ment in text form (§ 126b of the Civ­il Code) pro­vid­ing notice of at least two weeks and spec­i­fy­ing the agen­da and the time and place of the meet­ing. When cal­cu­lat­ing the peri­od, the day of the dis­patch and the day of the meet­ing are not to be count­ed. Deci­sive of the obser­vance of the peri­od shall be the dis­patch of the invi­ta­tion, pro­vid­ed the invi­ta­tion is sent (at least also) per fax or e‑mail. In urgent cas­es, the peri­od may be appro­pri­ate­ly short­ened by man­age­ment. Unless an urgent event jus­ti­fies a lat­er notice, addi­tions to the agen­da must be com­mu­ni­cat­ed at the lat­est on the sev­enth day before the meet­ing in text form (§ 126b of the Civ­il Code); Sen­tence 3 shall apply cor­re­spond­ing­ly in this regard.
  7. Res­o­lu­tions of the share­hold­ers shall in prin­ci­ple be adopt­ed in gen­er­al meet­ings. Unless anoth­er form of vote is manda­to­ri­ly pre­scribed by law, res­o­lu­tions may more­over also be adopt­ed out­side gen­er­al meet­ings or by way of a com­bined vote by cast­ing votes ver­bal­ly, in text form (§ 126b of Civ­il Code), by phone and/or using oth­er means of telecom­mu­ni­ca­tions or elec­tron­ic media, pro­vid­ed:
    1. no share­hold­er or del­e­gate objects to this type of vote.
    2. the share­hold­ers and del­e­gates were com­mu­ni­cat­ed a spe­cif­ic pro­posed res­o­lu­tion in text form (§ 126b of the Civ­il Code), the nec­es­sary major­i­ty in terms of the total­i­ty of the per­sons enti­tled to vote on the res­o­lu­tion (in the cas­es in Para­graph 4, Sen­tence 2, includ­ing the del­e­gates) approves the pro­pos­al with­in two weeks from the receipt of the pro­posed res­o­lu­tion and ref­er­ence was made to the above spe­cial pre­req­ui­sites for the vote when the pro­posed res­o­lu­tion was sent.

     
    In the event of lit a) above, the par­tic­i­pa­tion in the vote shall be con­sid­ered as approval if the type of vote is not express­ly object­ed at the same time by the affect­ed share­hold­er or del­e­gate; for the pur­pos­es of this pro­vi­sion, a share­hold­er or del­e­gate shall take part in the vote even if he or she abstains from vot­ing. Man­age­ment is to estab­lish a rea­son­able peri­od for the share­hold­ers or del­e­gates not tak­ing part in the vote to declare an objec­tion; in such event, the res­o­lu­tion shall only become valid when either all share­hold­ers or del­e­gates not tak­ing part in the vote approve or none of these share­hold­ers or del­e­gates protest to man­age­ment with­in the peri­od.

  8. Share­hold­ers’ res­o­lu­tions shall require a major­i­ty of 85% of the votes cast, unless a dif­fer­ent major­i­ty is pre­scribed as com­pul­so­ry by law or express­ly stip­u­lat­ed in this Share­hold­er Agree­ment.
  9. If a vote pur­suant to Para­graph 1, lit. c) or f) only affects Ben­e­fi­cia­ries of one Curia, only the share­hold­ers allo­ca­ble to the affect­ed Curia pur­suant to § 3(3) shall be enti­tled to vote.
  10. Share­hold­ers may autho­rize each oth­er or the employ­ees of share­hold­ers to par­tic­i­pate in gen­er­al share­hold­ers’ meet­ings and to exer­cise share­hold­er rights, pro­vid­ed the rep­re­sen­ta­tion does not cause a con­flict of inter­ests. A con­flict of inter­est shall exist par­tic­u­lar­ly if the rep­re­sen­ta­tive rep­re­sents share­hold­ers of dif­fer­ent Curias at the gen­er­al share­hold­ers’ meet­ing. A proxy to rep­re­sent a share­hold­er shall only be valid if restrict­ed to the rep­re­sen­ta­tion of the share­hold­er at a spe­cif­ic gen­er­al meet­ing. The rep­re­sen­ta­tive shall be oblig­ed to vote in accor­dance with the instruc­tions of the mem­ber who has appoint­ed the rep­re­sen­ta­tive.
  11. The chair­per­son of the Super­vi­so­ry Board or the vice chair­per­son
    shall be enti­tled to par­tic­i­pate at gen­er­al share­hold­ers’ meet­ings.
  12. Unless a nota­rized instru­ment is required, writ­ten min­utes must be kept of all share­hold­er res­o­lu­tions, spec­i­fy­ing the motions, and must be signed by the share­hold­er who assumed respon­si­bil­i­ty for draft­ing the min­utes. The share­hold­ers, man­age­ment and the chair­per­son or vice chair­per­son of the Super­vi­so­ry Board must be sent copies of the min­utes with­out delay. Min­utes shall be con­sid­ered as approved unless a protest is made to the Com­pa­ny with­in one month after receipt.
  13. Share­hold­ers and del­e­gates may fol­low gen­er­al meet­ings by live-stream. In lieu of the exer­cise of vot­ing rights at the gen­er­al meet­ing, they may exer­cise their vot­ing right in rela­tion to the can­di­dates and pro­posed res­o­lu­tions announced in the agen­da before the gen­er­al meet­ing by means of elec­tron­ic com­mu­ni­ca­tions (“e‑voting”). The exer­cise of a vot­ing right by e‑voting is non-trans­fer­able and irrev­o­ca­ble.
  14. Pre­req­ui­site for the exer­cise of vot­ing rights by e‑voting and for par­tic­i­pa­tion by live-stream shall be that the share­hold­er or del­e­gate observe the applic­a­ble dead­lines and authen­ti­ca­tion require­ments. These shall be deter­mined by the Super­vi­so­ry Board in rules of pro­ce­dure, which shall be pro­vid­ed to the share­hold­er upon acqui­si­tion of a share and to the del­e­gate after his or her elec­tion pur­suant to § 12. Share­hold­ers who have them­selves rep­re­sent­ed at gen­er­al meet­ings or par­tic­i­pate in gen­er­al meet­ings as a rep­re­sen­ta­tive for anoth­er mem­ber may not exer­cise their vot­ing right by e‑voting.
  15. The inva­lid­i­ty of res­o­lu­tions of the share­hold­ers in gen­er­al meet­ing may only be assert­ed by way of an action, which must be filed with­in 6 weeks after the vote. The action may not be based on:
    1. an infringe­ment of rights exer­cised by elec­tron­ic means due to tech­ni­cal dis­rup­tions, unless the Com­pa­ny can be attrib­uted gross neg­li­gence or inten­tion­al action;
    2. a vio­la­tion of pro­ce­dur­al rules, unless the vio­la­tion had no effect on the vote.

§ 10 Super­vi­so­ry Board

  1. The Com­pa­ny shall have a Super­vi­so­ry Board. The Super­vi­so­ry Board shall con­sist of 14 mem­bers.
  2. The Super­vi­so­ry Board shall be com­posed of 7 rep­re­sen­ta­tives from the Broad­cast­er Curia and 7 rep­re­sen­ta­tives from the Pub­lish­er Curia.
  3. The mem­bers of the Super­vi­so­ry Board shall be appoint­ed by the share­hold­ers in gen­er­al meet­ing for the term of four years. When appoint­ing the rep­re­sen­ta­tives of one Curia, the share­hold­ers of the oth­er Curia shall not vote.
  4. Of the Super­vi­so­ry Board mem­bers, in accor­dance with the Ben­e­fi­cia­ries pur­suant to Para­graph 6, Sen­tence 1, 7 mem­bers must be allo­ca­ble to the Broad­cast­er Curia (four mem­bers to the Tele­vi­sion Divi­sion and three to the Radio Divi­sion) and 7 mem­bers to the Pub­lish­er Curia.
  5. The share­hold­ers shall elect for the term of office des­ig­nat­ed in Para­graph 3 up to 14 alter­nates, who, in the event of the with­draw­al of a mem­ber elect­ed in accor­dance with Para­graph 3, shall take such member’s place for the resid­ual term of office; Para­graphs 3 and 4 shall apply accord­ing­ly to the elec­tion of the alter­nate mem­bers.
  6. Super­vi­so­ry Board mem­bers and alter­nate mem­bers may only be nat­ur­al per­sons who are Ben­e­fi­cia­ries or the legal rep­re­sen­ta­tives or autho­rized full-time employ­ees with exec­u­tive func­tions of Ben­e­fi­cia­ries or com­pa­nies affil­i­at­ed with Ben­e­fi­cia­ries in the terms of § 15 of the Cor­po­ra­tion Act. Per­sons who rep­re­sent the inter­ests of ben­e­fi­cia­ry enter­pris­es in the super­vi­so­ry and oth­er boards of col­lect­ing soci­eties or com­pa­ra­ble insti­tu­tions (e.g. the Zen­tral­stelle für pri­vate Über­spielungsrechte (ZPÜ)) shall be exclud­ed from any activ­i­ty on the Super­vi­so­ry Board.
  7. Super­vi­so­ry Board mem­bers shall with­draw from the Super­vi­so­ry Board upon the elim­i­na­tion of the pre­req­ui­sites for their appoint­ment in accor­dance with Para­graph 6. In lieu of the with­drawn mem­bers, the cor­re­spond­ing alter­nate mem­bers shall replace them for the resid­ual term of office of the with­drawn mem­bers; sev­er­al alter­na­tive mem­bers of a sin­gle cat­e­go­ry are to be called to exer­cise the office in the order of the vot­ing results dur­ing the elec­tion.
  8. The Super­vi­so­ry Board shall resolve on:
    1. the elec­tion and dis­missal of the man­ag­ing direc­tors and the con­clu­sion, mod­i­fi­ca­tion, rescis­sion and ter­mi­na­tion of the employ­ment agree­ments with the man­ag­ing direc­tors;
    2. the terms and con­di­tions of the admin­is­tra­tion in the sense of § 9, Sen­tence 2 of the Col­lect­ing Soci­eties Act;
    3. the tar­iffs in the terms of §§ 38 to 40 of the Col­lect­ing Soci­eties Act;
    4. com­plaints in accor­dance with § 5(4);
    5. man­age­r­i­al mea­sures that are sub­ject to approval pur­suant to § 8(3);
    6. the Company’s annu­al frame­work plan (“Bud­get”).

§ 11 Super­vi­so­ry Board Meet­ings

  1. The Super­vi­so­ry Board shall gath­er in meet­ings at least twice per year and, beyond this, when request­ed by the major­i­ty of the Super­vi­so­ry Board mem­bers or the chair­per­son or vice chair­per­son or the share­hold­ers in gen­er­al meet­ing. Super­vi­so­ry Board meet­ings shall take place at the Company’s reg­is­tered office, unless anoth­er place of meet­ing is approved by all Super­vi­so­ry Board mem­bers. The man­ag­ing direc­tors are to par­tic­i­pate at Super­vi­so­ry Board meet­ings.
  2. The invi­ta­tions to the Super­vi­so­ry Board meet­ings are to be made by man­age­ment in text form (§ 126b of the Civ­il Code) pro­vid­ing a notice peri­od of at least two weeks and spec­i­fy­ing the agen­da and the time and place of the meet­ing. When cal­cu­lat­ing the peri­od, the day of the dis­patch and the day of the meet­ing are not to be count­ed. Deci­sive of the obser­vance of the peri­od shall be the dis­patch of the invi­ta­tion, pro­vid­ed the invi­ta­tion is sent (at least also) by fax or e‑mail. In urgent cas­es, the peri­od may be appro­pri­ate­ly short­ened by man­age­ment. Unless an urgent event jus­ti­fies a lat­er notice, addi­tions to the agen­da must be com­mu­ni­cat­ed at the lat­est on the fifth day before the meet­ing in text form (§ 126b of the Civ­il Code); Sen­tence 3 shall apply cor­re­spond­ing­ly in this regard.
  3. Unless stip­u­lat­ed oth­er­wise in Para­graphs 5 and 6 below, a quo­rum of the Super­vi­so­ry Board shall be con­sti­tut­ed when more than half of its mem­bers and at least four mem­bers from both Curias are present or par­tic­i­pate oth­er­wise in the vot­ing pur­suant to Para­graph 7.
  4. Unless express­ly stip­u­lat­ed oth­er­wise, res­o­lu­tions of the Super­vi­so­ry Board shall be adopt­ed by a major­i­ty of 75% of the votes, pro­vid­ed at least three mem­bers of each Curia of the Super­vi­so­ry Board have approved the res­o­lu­tion. Each Super­vi­so­ry Board mem­ber shall have one vote.
  5. Res­o­lu­tions that only affect the Pub­lish­er Curia or the Broad­cast­er Curia and with­in the Broad­cast­er Curia only the Radio Divi­sion or the Tele­vi­sion Divi­sion (e.g. tar­iffs) may only be adopt­ed with the par­tic­i­pa­tion of all Super­vi­so­ry Board mem­bers of the respec­tive Curia or Divi­sion in the vote and sole­ly with a major­i­ty of the votes cast by these mem­bers. In order to deter­mine the atten­dance, Super­vi­so­ry Board mem­bers shall also be con­sid­ered as par­tic­i­pat­ing in the vote if they abstain from vot­ing.
  6. If no quo­rum of the Super­vi­so­ry Board has been con­sti­tut­ed pur­suant to Para­graph 5 above for a res­o­lu­tion fore­seen in the agen­da because, despite a prop­er sum­mons, not all mem­bers of the Super­vi­so­ry Board or Radio or Tele­vi­sion Divi­sion nec­es­sary in accor­dance with Para­graph 5 take part in the vote, a res­o­lu­tion pur­suant to Para­graph 5 above may be adopt­ed at vari­ance with the pro­vi­sion of Para­graph 5 in a new­ly con­voked meet­ing of the Super­vi­so­ry Board with the same agen­da regard­ing the items on the agen­da irre­spec­tive of the num­ber of Super­vi­so­ry Board mem­bers par­tic­i­pat­ing in the vote, pro­vid­ed ref­er­ence is made to this fact in the sum­mons. The major­i­ty require­ments pur­suant to Para­graph 5 above shall also apply to the vote in this new­ly con­voked meet­ing.
  7. Res­o­lu­tions of the Super­vi­so­ry Board may more­over be adopt­ed out­side meet­ings (or by way of com­bined vot­ing) by votes cast in text form (§ 126b of the Civ­il Code), pro­vid­ed:
    1. no Super­vi­so­ry Board mem­ber objects to this type of vote or
    2. the mem­bers of the Super­vi­so­ry Board have been told in text form (§ 126b of the Civ­il Code) of a spe­cif­ic pro­posed res­o­lu­tion and that the res­o­lu­tion will come about if the nec­es­sary major­i­ty of all Super­vi­so­ry Board mem­bers enti­tled to vote on the res­o­lu­tion approve the pro­pos­al with­in two weeks after receipt of the pro­posed res­o­lu­tion.

     
    In the event of lit­tera a) above, par­tic­i­pa­tion in the vote shall be con­sid­ered as approval, pro­vid­ed the type of vote is not at the same time express­ly protest­ed by the rel­e­vant Super­vi­so­ry Board mem­ber; for pur­pos­es of this pro­vi­sion, a Super­vi­so­ry Board mem­ber shall also be con­sid­ered as par­tic­i­pat­ing in the vote if he or she abstains from vot­ing. The Super­vi­so­ry Board chair­per­son is to estab­lish a rea­son­able peri­od for the Super­vi­so­ry Board mem­bers not tak­ing part in the vote to declare an objec­tion; in such event, the res­o­lu­tion shall then first become valid when either all Super­vi­so­ry Board mem­bers not tak­ing part in the vote approve or none of these Super­vi­so­ry Board mem­bers protest to the chair­per­son with­in the peri­od.

  8. The Super­vi­so­ry Board shall elect from its midst for the dura­tion of its term of office a chair­per­son and three vice chair­per­sons. One vice chair­per­son each must be allo­ca­ble to the Pub­lish­ers, Tele­vi­sion Broad­cast­ers and Radio Broad­cast­ers pur­suant to § 10(4) of the rel­e­vant admin­is­tra­tion agree­ments. Re-elec­tions shall be per­mis­si­ble. The vice chair­per­sons shall car­ry out the duties of the chair­per­son if the lat­ter is hin­dered from doing so; if no order of vice chair­per­sons is deter­mined dur­ing the elec­tion, both vice chair­per­sons shall be enti­tled indi­vid­u­al­ly in this regard.
  9. Super­vi­so­ry Board mem­bers may autho­rize each oth­er in writ­ing to rep­re­sent them in Super­vi­so­ry Board meet­ings.
  10. At the request of a major­i­ty of its mem­bers, the Super­vi­so­ry Board may involve experts at spe­cif­ic meet­ings to pro­vide advice.
  11. Writ­ten min­utes must be kept of the delib­er­a­tions and res­o­lu­tions of the Super­vi­so­ry Board and must be signed by the chair­per­son or the sub­sti­tute per­son chair­ing the meet­ing. A minute keep­er not per­tain­ing to the Super­vi­so­ry Board may be involved. Man­age­ment must be sent a signed copy of the min­utes with­out delay. Min­utes shall be con­sid­ered as approved, unless opposed by a Super­vi­so­ry Board mem­ber in writ­ing with­in one month after the dis­patch.

§ 12 Assem­bly of Ben­e­fi­cia­ries and Elec­tion of Del­e­gates

  1. The assem­bly of Ben­e­fi­cia­ries shall be com­posed of all Ben­e­fi­cia­ries. It must be con­voked every two years by man­age­ment by pro­vid­ing notice of at least five weeks in a writ­ing spec­i­fy­ing the agen­da. The peri­od shall com­mence upon the date of the deliv­ery of the invi­ta­tion to the post office. The day of the start of the peri­od and the meet­ing date shall not be count­ed when cal­cu­lat­ing the peri­od. The deliv­ery to the post office under the address most recent­ly noti­fied by the respec­tive Ben­e­fi­cia­ry shall be suf­fi­cient for the valid­i­ty of the con­vo­ca­tion.
  2. An extra­or­di­nary assem­bly of Ben­e­fi­cia­ries is to be con­voked by man­age­ment if request­ed by 25% of the Ben­e­fi­cia­ries or a Super­vi­so­ry Board mem­ber in writ­ing. This assem­bly must take place at the lat­est on the 90th day after receipt of the con­vo­ca­tion request. The Ben­e­fi­cia­ries in assem­bly may make motions by qual­i­fied major­i­ty of 75% of the votes cast for res­o­lu­tions of the Super­vi­so­ry Board pur­suant to 10(8), lit­ter­ae c) and d); the Super­vi­so­ry Board must deal with these motions dur­ing its next meet­ing. The Ben­e­fi­cia­ries in extra­or­di­nary assem­bly shall also have the right to dis­miss and/or re-elect del­e­gates or alter­nate del­e­gates.
  3. The Ben­e­fi­cia­ries in assem­bly shall elect sep­a­rate­ly in the Pub­lish­er Curia and in the Broad­cast­er Curia three del­e­gates and four alter­nate del­e­gates every four years to col­lab­o­rate in gen­er­al share­hold­ers’ meet­ings. Of the del­e­gates and alter­nate del­e­gates to be elect­ed by the Broad­cast­er Curia, two must be allo­ca­ble to the Tele­vi­sion Divi­sion and one to the Radio Divi­sion.
  4. All Ben­e­fi­cia­ries shall be active­ly enti­tled to vote. A Ben­e­fi­cia­ry may exer­cise the vot­ing right in each Curia to which the Ben­e­fi­cia­ry is allo­ca­ble in accor­dance with the admin­is­tra­tion agree­ment con­clud­ed by the Ben­e­fi­cia­ry with the Com­pa­ny. Each Ben­e­fi­cia­ry shall have as many votes in a Curia as there are admin­is­tra­tion agree­ments con­clud­ed by the Ben­e­fi­cia­ry with the Com­pa­ny that are ascrib­able to such Curia.
  5. Per­sons who meet the pre­req­ui­sites in accor­dance with § 10(6) shall be enti­tled to be elect­ed to such Curias in which they can exer­cise an active vot­ing right.
  6. Man­age­ment shall appoint the elec­tion offi­cial, who shall man­age the elec­tion of the del­e­gates and alter­na­tive del­e­gates.
  7. Ben­e­fi­cia­ries may be rep­re­sent­ed in the assem­bly of Ben­e­fi­cia­ries based on pow­ers of attor­ney issued in writ­ing.
  8. The del­e­gates shall be elect­ed in the respec­tive Curias after being called by the elec­tion offi­cial and nom­i­na­tion of the can­di­dates. The per­sons receiv­ing the most votes shall be elect­ed (rel­a­tive major­i­ty). I the event of a tie, a run-off elec­tion shall take place; in the event of anoth­er tie, the lot drawn by the elec­tion offi­cial shall decide. The elec­tion may be con­sol­i­dat­ed into a sin­gle bal­lot, where­by each per­son enti­tled to vote shall only have as many votes as the total of del­e­gates to be elect­ed, though only one vote per can­di­date. The can­di­dates with the most votes shall then be elect­ed. The elec­tions for the alter­nate del­e­gates shall fol­low the rules for the elec­tions of the del­e­gates.
  9. The result of the elec­tion shall be announced by the elec­tion offi­cial. The elec­tion must be accept­ed by the elect­ed per­sons. If elect­ed per­sons do not accept their elec­tion, by-elec­tions shall be held in the Curia accord­ing to the pro­ce­dures in Para­graph 8.
  10. The office of a del­e­gate shall cease upon the end of the elec­tion peri­od, with the elim­i­na­tion of the pre­req­ui­sites pur­suant to Para­graph 5 or upon res­ig­na­tion. Upon ear­ly ces­sa­tion of the office, an alter­nate del­e­gate elect­ed for this del­e­gate shall take the delegate’s place. If sev­er­al alter­nate del­e­gates are elect­ed, they shall be called to assume the delegate’s office in the order of the elec­tion results attained by them.
  11. The share­hold­ers in gen­er­al meet­ing may estab­lish sup­ple­men­tary (e.g. orga­ni­za­tion­al) pro­ce­dures for the con­duct of elec­tions in the form of elec­tion rules.

§ 13 Annu­al Finan­cial State­ments

  1. The annu­al finan­cial state­ments (with notes and a man­age­ment report and the income state­ment) are to be pre­pared by the man­ag­ing direc­tors with­in the peri­ods fore­seen by law and signed by all man­ag­ing direc­tors.
  2. The annu­al finan­cial state­ments are to be audit­ed by an audi­tor. A writ­ten report must be pre­pared about the audit and must con­tain an auditor’s opin­ion that refers to the require­ments in accor­dance with § 57(2) of the Col­lect­ing Soci­eties Act. The annu­al finan­cial state­ments must be pub­lished pur­suant to § 57(1) of the Col­lect­ing Soci­eties Act.
  3. If the annu­al finan­cial state­ments are sub­se­quent­ly mod­i­fied or cor­rect­ed, par­tic­u­lar­ly based on a tax field audit by the com­pe­tent rev­enue ser­vice office, the mod­i­fied or cor­rect­ed annu­al finan­cial state­ments shall be deci­sive.
  4. Should it become evi­dent dur­ing the set­tle­ment with the com­pe­tent rev­enue ser­vice office that per­for­mances of the Com­pa­ny to the share­hold­ers are found to be hid­den prof­it dis­tri­b­u­tions, the respec­tive­ly affect­ed share­hold­er here­by agrees to pay back the cor­re­spond­ing amounts to the Com­pa­ny with­out delay.

§ 14 Dura­tion of Com­pa­ny

  1. The Com­pa­ny shall exist for an indef­i­nite peri­od of time. The Com­pa­ny may be ter­mi­nat­ed upon obser­vance of a notice peri­od of 6 months effec­tive from the end of any finan­cial year by reg­is­tered let­ter to the Com­pa­ny.
  2. If a share­hold­er ter­mi­nates the Com­pa­ny, the oth­er share­hold­ers shall have the right to approve the con­tin­u­a­tion of the Com­pa­ny by sim­ple major­i­ty. In such event the ter­mi­nat­ing share­hold­er shall be oblig­at­ed to trans­fer its share to the Com­pa­ny or a share­hold­er deter­mined by the Com­pa­ny or a third par­ty deter­mined by the Com­pa­ny; the con­sid­er­a­tion shall be deter­mined in accor­dance with § 16. If the con­tin­u­a­tion res­o­lu­tion pur­suant to Sen­tence 1 is not adopt­ed, the share­hold­ers shall be oblig­at­ed to approve the wind-up of the Com­pa­ny.

§ 15 Redemp­tion of Shares

  1. If the ini­tial con­tri­bu­tions are ful­ly paid in, a share may be redeemed with the approval of the affect­ed share­hold­er. The redemp­tion shall be valid upon receipt of the redemp­tion res­o­lu­tion by the share­hold­er.
  2. Shares may also be redeemed with­out the approval of the affect­ed share­hold­er (com­pul­so­ry amor­ti­za­tion) in the event that:
    1. insol­ven­cy pro­ceed­ings are ini­ti­at­ed by a share­hold­er con­cern­ing the assets of the rel­e­vant share­hold­er or insol­ven­cy pro­ceed­ings are ini­ti­at­ed or the ini­ti­a­tion of such pro­ceed­ings is dis­missed due to a lack of assets;
    2. the share of a share­hold­er is attached based on a not mere­ly pro­vi­sion­al­ly enforce­able judg­ment and the attach­ment is not lift­ed with­in a peri­od of 6 weeks;
    3. the share­hold­er of the Com­pa­ny is not trans­ferred a sig­nif­i­cant degree of copy­rights and ancil­lary copy­rights for admin­is­tra­tion or is not the rep­re­sen­ta­tive of the Com­pa­ny (e.g. as a result of a ter­mi­na­tion);
    4. a share­hold­er no longer ful­fills the pre­req­ui­sites for share­hold­er sta­tus pur­suant to § 5(1);
    5. good cause exists, par­tic­u­lar­ly if a share­hold­er breach­es its share­hold­er duties gross­ly and per­sis­tent­ly.
  3. The redemp­tion shall be made in return from com­pen­sa­tion. The amount of the com­pen­sa­tion shall be deter­mined in accor­dance with § 17.
  4. The redemp­tion shall be made by res­o­lu­tion of the share­hold­ers; the affect­ed share­hold­er may not par­tic­i­pate in the vote. If the Com­pa­ny only con­sists of two share­hold­ers, the redemp­tion shall be made by dec­la­ra­tion to the affect­ed share­hold­er.

§ 16 Exclu­sion of a Share­hold­er

  1. Under the con­di­tions under which shares may be redeemed in accor­dance with § 15(2), the affect­ed share­hold­er may be exclud­ed from the Com­pa­ny by share­hold­er res­o­lu­tion. The share­hold­er shall then be oblig­at­ed, at the choice of the Com­pa­ny, to assign its share in whole or in part to the Com­pa­ny itself, to one or more share­hold­ers or to a third par­ty to be named by the Com­pa­ny.
  2. In the event of a vote pur­suant to Para­graph 1, the affect­ed share­hold­er may not par­tic­i­pate in the vote.
  3. §17 shall apply to the amount of con­sid­er­a­tion.

§ 17 Val­u­a­tion of Shares

  1. In all events in which a share­hold­er with­draws from the Com­pa­ny by ter­mi­na­tion, redemp­tion or exclu­sion, the share­hold­er shall receive an indem­ni­ty for its share. In view of the fidu­cia­ry activ­i­ty of the Com­pa­ny for the Ben­e­fi­cia­ries, the amount of the indem­ni­ty shall be lim­it­ed to the pro­rat­ed shareholder’s equi­ty of the with­draw­ing share­hold­er.
  2. If a share­hold­er (with­drawn share­hold­er) can demand con­sid­er­a­tion for the trans­fer of its share based on the pro­vi­sions of this Agree­ment, the share­hold­er shall only be enti­tled to such con­sid­er­a­tion, unless stip­u­lat­ed oth­er­wise or pro­hib­it­ed by com­pul­so­ry pro­vi­sions of law, in three equal install­ments, where­by the first install­ment shall be due one month after the deter­mi­na­tion of the con­sid­er­a­tion, the sec­ond install­ment one year lat­er and the third install­ment two years lat­er. The con­sid­er­a­tion shall accrue inter­est from the due date at a rate of 2% above the 3‑month EURIBOR. The par­ty oblig­at­ed to ren­der the con­sid­er­a­tion shall be enti­tled to pay the con­sid­er­a­tion ear­ly at any time in whole or in part.

§ 18 Final Pro­vi­sions

  1. All agree­ments of the share­hold­ers between them­selves and with the Com­pa­ny relat­ing to the cor­po­rate rela­tion must be made in writ­ing, unless nota­riza­tion is pre­scribed by law.
  2. Should any pro­vi­sions of this Agree­ment be invalid, the Agree­ment shall oth­er­wise remain valid. In such an event, the invalid pro­vi­sion is to be replaced by a res­o­lu­tion of the share­hold­ers in gen­er­al meet­ing which most close­ly approx­i­mates the finan­cial pur­pose intend­ed with the invalid pro­vi­sion. This shall also apply in the event any con­trac­tu­al gaps become evi­dent dur­ing the per­for­mance of this Agree­ment.

§ 19 Notices

 
Sub­ject to oth­er pro­vi­sions of law, notices of the Com­pa­ny shall only be made in the “Bun­de­sanzeiger”.

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