Statutes

Articles of Association

Corint Media GmbH

(from 21 March 2024)

§ 1 Association name, location, business year

The association operates as “Corint Media GmbH”.
The association is located in Berlin.
The business year is the calendar year.

§ 2 Objective and purpose of the association

The association engages in the fiduciary management of the rights and claims transferred and/or ceded to it by broadcasting companies and press publishers resulting from the Copyright Act (Urheberrechtsgesetz), as well as in the distribution of the collected revenues to broadcasting companies and/or press publishers that have formed a rights management agreement with the association (“entitled persons”).
The association can engage in all commercial activities that directly or indirectly serve the purpose of the association. In particular, it is authorised to involve itself in mergers of other collecting societies or similar companies for that purpose. It is also authorised to accept collection mandates from other collecting societies. Furthermore, the association can engage in the management of the rights of use ceded and/or transferred to the companies (broadcasting companies and/or press publishers) in addition to the companies’ original ancillary copyrights, provided these rights of use are required for or pertain to the utilisation of press publications or broadcasts.
The association is obligated to involve the respective entitled persons in the costs of the management of the rights when managing new rights and/or remuneration claims for purposes of ensuring the fairness of the distribution, in a manner proportional to the expected income of the respective companies.
The association can establish branch offices.

§ 3 Management of transferred rights

A rights management agreement concerning the type and scope of the rights and claims to be managed by the association is formed with the entitled persons. The rights to be managed by the association are transferred and/or ceded via this agreement. In the event that a company has multiple original ancillary copyrights (e.g., for multiple broadcasts and/or multiple press publications), an individual rights management agreement will be formed for each broadcasted programme and/or press publication.
The shareholders and entitled persons each form two curiae: that of the broadcasting companies, each of which have formed a rights management agreement concerning broadcasting rights with the association (“curia broadcasting companies”), and that of the press publishers, each of which have formed a rights management agreement concerning press publication rights with the association (“curia publishers”). An entitled person can belong to both curiae.
If a new shareholder both as a broadcasting company and as a press publisher allows the association to manage its rights, this shareholder is assigned to the curia according to the rights ceded and/or transferred to the association that accumulate the higher percentage share of the association’s payouts based on respective total payout. Authoritative for the assignment is the amount of payouts in the year preceding the acquisition of the shares in the association. In the event of simultaneous contribution of rights and acquisition of shares, the payout amount estimated by the executive management is authoritative. The assignment of present shareholders to either of the curiae is unaffected.
The assignment of a shareholder to a curia is assessed by the executive management at the end of each business year. In the event of any changes, the executive management will decide on the change the assignment and will inform the respective shareholder no later than the point at which the shareholder is invited to the first shareholders’ assembly in the following year.

§ 4 Distribution of revenues

The revenues generated from transferred and/or ceded copyright rights of use, ancillary copyrights and remuneration claims as well as other revenues are distributed among the entitled persons after deduction of administrative costs, pursuant to §§ 27 et seq. VGG.
Revenues are distributed on the basis of distribution plans, which are approved by the committees responsible according to VGG.
General administrative costs are split (50% each) between the two curiae. Allocatable expenses (such as legal consultation and court fees for the management and enforcement of rights and claims allocated to a curia) are to be borne solely by the respective curia.
The following regulations apply with regard to the distribution plans:
1. Each entitled person receives the share in revenues accrued by the use of its rights, provided that such share can be determined with reasonable means.
2. If the individual share of use cannot be determined with reasonable means, general evaluation and distribution rules will be used for the flat assessment of the remuneration for the entitled persons.
3. The share in revenue owed to entitled persons from the “curia broadcasting companies” is also based on the market share and technical reach as well as any other suitable criteria that may apply, whereby separate fees and distribution plans can be established for the use of analogue, digital, encrypted, unencrypted, terrestrial and satellite signals.
The settlement is conducted for each entitled person on the basis of the distribution plans that are themselves based on the requirements of § 4 para. 4 a)-d), with specification of the entitled person’s share in the administrative costs.

§ 5 Share capital and admission of new shareholders

The association’s share capital amounts to € 83,000.00 (eighty-three thousand euros) and is deposited to the full amount.
According to the following paragraphs, anybody who meets the following criteria shall be admitted as a shareholder of the association:
1. they have been an entitled person for at least five years,
2. they participate with a volume of at least 2% in the payouts of the association to the entitled persons of a curia,
3. or they are an entitled person and, based on the type and scope of their ancillary copyrights, it is expected that they will particularly support the enforcement of rights managed by the association.

The requirements of sentence 1 a) are considered to be met also if at least one company controlled by the prospective shareholder (§§ 15 et seq. AktG) meets them; the requirements of sentence 1 b) are also met if companies controlled by the prospective shareholder (§§ 15 et seq. AktG) meet them, including in whole.

The prospective shareholder shall be allowed to acquire one or more shares, the nominal amount(s) of which relate to the sum of the nominal amounts of the shareholders of the curia to which the prospective shareholder belongs in the same manner as the sums of the payouts to the prospective shareholder (or a company controlled by the prospective shareholder) in the year before the admission application, proportional to the sum of all payouts to shareholders of the curia to which the prospective shareholder belongs. The resulting amount must be rounded down to full euro amount. The shareholders can agree on other suitable parameters for determining one or more shares that a prospective shareholder can purchase, if necessary.
If an entitled person wishes to be admitted as a shareholder, the executive management will decide on the fulfilment of the requirements as per para. 2 and 3. Against a rejection by the executive management appeal is admitted to the supervisory board. The supervisory board is obligated to decide on admission and the requirements and conditions of acceptance as per para. 2 and 3 at its next session.
In the event of a qualified shareholder application, the shareholders of the association are obligated (i) to decide a capital increase to create one or more new shares, to abstain from their option right and to accept the acquisition of the new share(s) by the prospective shareholder, and/or (ii) to decide that one or more of the shares held by the association shall be sold and ceded to the prospective shareholder (after division, if applicable), and to instruct the executive management accordingly. The nominal amount(s) of this share or these shares is/are based on para. 3. For purposes of the capital increase, the shareholders define a premium that equates to the proportion of the total nominal amount of the new shares of the prospective shareholder to the total nominal amount of all shares of the shareholders in the respective curia (including the new shares) multiplied by € 200,000.00 (two hundred thousand euros). If the prospective shareholder acquires their own shares in the association, the preceding sentence 3 applies accordingly to the service to be rendered in turn by the prospective shareholder, with the requirement that the prospective shareholder also has to pay the nominal amount of the shares.

§ 6 Disposition and debiting of shares

The disposition and debiting of shares and portions thereof require approval by the shareholders’ assembly. This also applies to the indirect disposition of shares if these shares are held by a sole holding or investment company and the shares in the association make up the primary assets of this holding or investment company.
Shares can always be divided by decree of the shareholders’ assembly; the nominal amount of the newly formed shares must be in full euro amounts. Multiple fully deposited shares by a shareholder can be consolidated into one share by decree of the shareholders’ assembly and without the respective shareholder’s consent if the deposits allotted to them are rendered in full.
The shareholder whose shares are affected is eligible to vote in decrees by the shareholders’ assembly as per para. 1 and 2.

§ 7 Executive directors and their power of representation

The association has one or more executive directors.
If only one executive director has been appointed, they are the sole representative of the association. If multiple executive directors have been appointed, the association is represented jointly by two executive directors or by one executive director in conjunction with a proxy. The supervisory board can grant individual power of representation to individual or all executive directors, even if multiple executive directors are appointed. Individual or all executive directors can also be wholly or partially exempt from the restrictions of § 181 BGB in general or on a case-by-case basis, by decree of the supervisory board.
The executive directors are appointed and dismissed by the supervisory board. The supervisory board forms employment contracts with the executive directors, and is also responsible for the alteration, suspension and cancellation of these contracts.

§ 8 Authorities of executive management

The rights and obligations of the executive directors are defined by law, these Articles of Association, the employment contracts and the decrees by the supervisory board. The executive directors must conduct business with the diligence of a prudent businessperson.
If multiple executive directors have been appointed, each of them is authorised to conduct executive activities internally.
The executive management mandate applies to all actions that everyday operation of the association’s business entails. Any executive actions beyond this scope require prior approval by the supervisory board. Such actions requiring approval include:
1. appointment and dismissal of the auditor;
2. mergers and confederations involving the association;
3. the establishment and dissolution of subsidiaries, the integration of other organisations or the purchase and sale of shares or rights in other organisations by the association;
4. the purchase, sale and lending out of immovable assets;
5. the acceptance and issuance of loans and provisioning of loan securities;
6. the formation, amendment and termination of representation agreements as per § 44 VGG;
7. the filing of complaints and convening of the arbitration board as per §§ 92 et seq. VGG as well as the contesting of its decisions and the formation of settlements in the aforementioned proceedings, concerning matters with an amount in dispute of more than € 500,000.00;
8. the acquisition and sale of movable investment assets if the individual acquisition value or market value exceeds € 15,000.00;
9. the construction of new structures or renovated structures if the building costs exceed € 15,000.00;
10. the establishment and dissolution of branch offices and operating facilities;
11. appointing a personally liable shareholder;
12. accepting pledges, guarantees or similar obligations;
13. the issuance and revocation of powers of attorney and the formation of employment and labour contracts of any sort if the respective annual charge to the association exceeds € 102,000.00;
14. the approval of pension or other care claims;
15. the formation, amendment or termination of legal transactions with a shareholder (with the exception of rights management agreements) if the association’s total obligation within one business year exceeds € 15,000.00, or – outside of employment – with a proxy, authorised representative or other executive employee.
If the budget for a business year is not passed in a timely fashion, the budget from the previous business year will apply temporarily to the new business year unless individual regulations are obviously not transferable. The executive directors are authorised to act on the basis of this temporary budget until the updated budget has been passed.

§ 9 Shareholders’ assembly (SA)

The SA is the responsible body pursuant to §§ 17, 18 VGG. It decides on subjects that fall within its purview by law or according to these Articles of Association, in particular
1. the Articles of Association and changes to them;
2. the annual transparency report;
3. the appointment and dismissal of members of the supervisory board as per § 10 para. 2;
4. compensation and other benefits for members of the supervisory board;
5. the decree of an election procedure for electing delegates as per § 12 para. 11;
6. the establishment, supplementation and alteration of distribution plans for the rights managed by the association as per § 4;
7. determining the rights to be managed by the association;
8. the use of non-distributable revenues from the rights;
9. general investment policy with regard to revenues from the rights and the risk management policy;
10. the general policy on deductions from rights revenues, including the general policy on deductions to cover administrative costs;
11. the conditions under which an entitled person can cede the right to anyone to use their works or other subject matter of protection for non-commercial purposes;
12. transfer of the powers listed in §§ 17 para. 2 and 18 para. 2 VGG to the supervisory board.
The shareholders receive a total of 1,000,000 votes at the SA. One half of these votes is allocated to the shareholders in the curia for broadcasting companies, the other half to the curia for publishers. The proportion of shares held by the shareholders within one curia is pertinent to the number of votes allocated to these shareholders. The resulting number of votes allocated to a shareholder must be rounded down to full votes if possible; in this case, the total number of votes is reduced according to sentence 1.
In the event of resolutions as per para. 1 f) that are solely limited to the distribution of revenues to entitled persons within a curia, and in the event of the election of the supervisory board members that are each to be assigned to a curia according to § 10 para. 2 and 4, the shareholders of the respective other curia are not eligible to vote.
Besides the shareholders, the delegates can participate in the SA with advisory votes. In the event of resolutions as per para. 1 d) and f) to l), the delegates are eligible to vote. Each delegate receives a total of 1.67% of the shareholders’ votes as determined by para. 2 sentence 1 (without reductions as per para. 2 sentence 4 if applicable). As the case may be, the number of delegates’ votes must also be rounded down.
The SA convenes at least once per calendar year (ordinary SA). An SA must also be convened if
1. one or more shareholders whose shares cumulatively make up a proportion of at least 10% of the share capital request the convening of an SA with specification of the agenda, it is legally required, or the executive management otherwise decrees the need for an SA; or
2. the supervisory board convenes the SA.

The call for an SA pursuant to the preceding para. 5 a) or b) must be submitted in text form (§ 126 b BGB) to the executive management. SAs take place at the association’s registered office (when held in person) unless all shareholders agree on an alternative location.

The executive management issues the invitations to the SA in text form (§ 126 b BGB) at least two weeks in advance, with specification of the agenda, time and location of the assembly. The date when the invitations are issued and the date of the assembly are not included in the calculation of the advance period of at least two weeks. The time when the invitations are sent is pertinent if the invitation is (at least also) sent via fax or e‑mail. In urgent cases, the executive management can reasonably reduce this period. Addenda to the agenda must be disclosed no later than on the seventh day before the assembly in text form (§ 126 b BGB), unless an urgent matter necessitates disclosure at a later time; sentence 3 applies accordingly. If the executive management does not request an SA according to para. 5 sentence 2 and 3 within a period of two weeks, the shareholders specified in § 9 para. 5 a) (in the event of § 9 para. 5 a)) or the chairperson of the supervisory board (in the event of § 9 para. 5 b)) can issue invitations to the SA in accordance with this para. 6.
Resolutions of the SA are principally adopted at SA sessions. SAs can also be conducted via telephone and/or video conference if it is technically ensured that each shareholder can participate in the SA, follow the remarks by all other shareholders, and make statements on subjects of resolution. Unless another form of adopting a resolution is compulsory, resolutions can also be adopted outside of assemblies or by means of consolidated resolutions via verbal voting, voting in text form (§ 126 b BGB), via telephone and/or via other means of telecommunication or electronic media, if
1. no shareholder or delegate objects to this type of resolution, or
2. the shareholders and delegates have been notified in text form (§ 126 b BGB) of a specific proposal of resolution, the required majority based on the total number of eligible voters for the resolution (including delegates in cases of para. 4, sentence 2) agree to the proposal within two weeks after receipt of the proposal, and they were informed of the aforementioned requirements when the proposal was sent.

In the event of para. 7 a) above, participation in the resolution procedure is equivalent to consent if the respective shareholder or delegate does not explicitly object to the type of resolution; a shareholder or delegate who abstains from voting is also considered to have taken part in the resolution for purposes of this regulation. The executive management must set a reasonable deadline for shareholders and delegates who are not participating in the resolution to declare their objection; in this case, the resolution only comes into effect if all shareholders and delegates not present for the resolution agree, or none of these shareholders or delegates object within the allotted time frame.

Resolutions of the SA require a majority of over 85% of submitted votes, unless another majority is legally required or explicitly specified by these Articles of Association.
If a resolution (para. 1 c) or f)) only concerns entitled persons from one curia, only the shareholders who belong to the respective curia according to § 3 para. 3 are eligible to vote.
Shareholders can grant power of attorney to one another or to employees of shareholders to participate in the SA and exercise shareholder rights, provided such representation does not result in a conflict of interest. In particular, a conflict of interest arises if the proxy represents shareholders from various curiae at the SA. Power of attorney to represent a shareholder is only valid if it is limited to representation of the shareholder at a specific SA. The representative is obligated to vote as instructed by the shareholder that appointed them.
The chairperson of the supervisory board or their representative are authorised to participate in the SA.
A written transcript of all SA resolutions with specification of the decided subjects must be produced unless notarial certification is required. The transcript must be signed by the executive directors with full power of representation. Copies of the transcript must immediately be sent to the shareholders and the chairperson of the supervisory board or their representative. If a transcript is not opposed via written declaration to the association within one month upon receipt, this is equivalent to acceptance of the transcript.
Shareholders and delegates can follow in-person SA sessions via livestream. In place of exercising their right to vote in the SA, they can exercise their right to vote on the proposals of election and proposals of resolutions announced in the agenda in advance via electronic communication (e‑voting). The exercising of the voting right by way of e‑voting is not transferrable and irrevocable.
In order to vote via e‑voting and participate via livestream, the shareholder or delegate must adhere to the respective deadlines and authentication requirements. The supervisory board determines these via internal bylaws that will be provided to the shareholder upon purchase of their share and to the delegate after conducting their vote pursuant to § 12. Shareholders who have a representative in the SA or are participating in the SA as a representative for another member cannot vote via e‑voting.
The invalidity of shareholder resolutions can only be asserted via appeal submitted within six weeks after receipt of the notarised transcript or minutes of the resolution. This objection cannot be based on
1. a violation of rights that are exercised electronically as a result of technical disruptions, unless the association is culpable of gross negligence or malice;
2. a violation of terms of proceedings if this violation has no impact on the decision-making process.

§ 10 Supervisory board

The association has a supervisory board consisting of fourteen members.
The supervisory board includes seven representatives from each the curia of the broadcasters and the curia of press publishers.
The members of the supervisory board are appointed by the SA for a four-year term. The shareholders of one curia do not vote on the appointment of representatives from the other curia.
After the entitled persons as per para. 6 sentence 1, the supervisory board must contain seven members of the curia for broadcasting companies, four of which must represent the sector television and three of which must represent the sector radio, and seven members of the curia for press publishers.
The shareholders elect a substitute member for each supervisory board member for the term of office specified in paragraph 3. This substitute shall replace the respective supervisory board member (elected as per para. 3) in the event the elected member must resign before expiry of their term of office, and the substitute will serve out the remainder of the respective term of office. Paragraphs 3 and 4 apply accordingly to the election of substitute members.
Members of the supervisory board and substitute members can only be natural persons who are entitled persons or who are the legal representatives or full-time employees with power of attorney and in management positions of entitled persons or companies affiliated with entitled persons in accordance with § 15 AktG. Persons who represent the interests of the entitled persons in supervisory boards or other committees of collecting societies or similar institutions (such as ZPÜ) are not eligible to serve on the supervisory board.
Members of the supervisory board resign from their post on the supervisory post in the event that they no longer meet the criteria to hold their position according to para. 6. Such members are replaced by their respective substitute for the remainder of their term.
The supervisory board decides on:
1. the appointment and dismissal of executive directors as well as the formation, amendment, suspension and cancellation of executive directors’ employment contracts;
2. the conditions for exercising rights pursuant to § 9 sentence 2 VGG;
3. tariffs pursuant to §§ 38 to 40 VGG;
4. complaints pursuant to § 5 para. 4;
5. executive management actions that require approval pursuant to § 8 para. 3;
6. the annual budget for the association.

§ 11 Sessions of the supervisory board

The supervisory board convenes at least twice per year; it also meets when the majority of its members, its chairperson, the chairperson’s representative or the SA request it. Supervisory board sessions are held at the association’s registered office unless all members of the supervisory board agree on another venue. The executive directors shall participate in sessions of the supervisory board.
Invitations to sessions of the supervisory board are issued in text form (§ 126 b BGB) by the executive management or by the chairperson of the supervisory board at least two weeks in advance, with specification of the agenda, location and time of the meeting. The date when the invitations are issued and the date of the session are not included in the calculation of the advance period of at least two weeks. The time when the invitations are sent is pertinent if the invitation is (at least also) sent via fax or e‑mail. In urgent cases, the executive management can reasonably reduce this period. Addenda to the agenda must be disclosed no later than on the fifth day before the session in text form (§ 126 b BGB) unless an urgent matter necessitates disclosure at a later time; sentence 3 applies accordingly.
Unless otherwise regulated in the following para. 5 and 6, the supervisory board is able to make decisions if more than half of its members and at least four members from both curiae are present or otherwise participating in the decision making pursuant to para. 7. If the supervisory board is unable to make decisions because the required members of the supervisory board according to sentence 1 are not participating despite having been issued a proper invitation, resolutions on such agenda items can be made in a newly convened session of the supervisory board with the same agenda in deviation from the regulations in sentence 1 and regardless of the number of members of the supervisory board who are participating in the decision, provided this information is specified in the invitation. The majority requirements specified in para. 4 also apply to the decision-making process at this new session.
Unless otherwise explicitly regulated, resolutions by the supervisory board are adopted with a majority of at least 75% of the votes submitted, provided at least three members from each curia of the supervisory board have approved the resolution. Each member of the supervisory board has one vote.
Resolutions by the supervisory board as per § 10 para. 8 b) and c) that only concern the curia for publishers or for broadcasting companies and, in the case of the broadcasting companies, only concern the sector radio or the sector television can only be decided by all members of the supervisory board representing the respective curia or sector, and only with the majority of votes from those members. Sentence 1 applies accordingly if the supervisory board passes items for purposes of recommendations pursuant to § 9 para. 1 c) or f) that only concern entitled persons from one curia. For purposes of statement of someone’s attendance, members of the supervisory board who abstain from voting also count as having participated in the decision.
If the supervisory board is unable to decide on a matter in the agenda pursuant to the preceding para. 5 because not all of the members of the supervisory board or of the television and radio sectors are present (as per para. 5) for the session despite having been issued a proper invitation, resolutions on such agenda items can be made in a newly convened session of the supervisory board with the same agenda in deviation from the regulations in para. 5 and regardless of the number of members of the supervisory board who are participating in the decision, provided this information is specified in the invitation. The majority requirements specified in the preceding para. 5 also apply to the decision-making process at this new session.
Resolutions by the supervisory board are adopted principally in physical sessions. Sessions of the supervisory board can also be conducted via telephone and/or video conference if
1. not at least three (3) supervisory board members object to this type of decision making, and
2. it is technically ensured that every supervisory board member can participate in the session, follow the remarks of every other member and comment on the matters of discussion.

Furthermore, resolutions by the supervisory board can be adopted outside of sessions or by means of consolidated decision making via verbal voting, voting in text form (§ 126 b BGB), via telephone and/or by using other means of telecommunication or electronic media, if

1. no member of the supervisory board objects to this type of decision making, or
2. the members of the supervisory board have been notified in text form (§ 126 b BGB) of a specific proposal of resolution with the information that the resolution will come into effect if the required majority based on the total number of supervisory board members eligible to vote on the resolution approves the proposal within two weeks of receipt of the proposal.

In the event of paragraphs a) and c) above, participation in the resolution procedure is equivalent to consent if the respective member of the supervisory board does not explicitly object to the type of resolution; a member of the supervisory board who abstains from voting is also considered to have taken part in the decree for purposes of this regulation. The chairperson of the supervisory board must set a reasonable deadline for members of the supervisory board who are not participating in the resolution to declare their objection; in this case, the resolution only comes into effect if all members not present for the resolution agree, or none of these members object within the allotted time frame.

The supervisory board appoints one chairperson and three representatives from among its members for the duration of its term. Each of these representatives must be assignable to either the publishers, the television broadcasters or the radio broadcasters, pursuant to § 10 para. 6 sentence 1. Re-election is permitted. The representatives exercise the rights of the chairperson if the chairperson is unable to render their duties; if a hierarchy of representatives is not defined during the election, each representative is authorised to do this.
Members of the supervisory board can grant each other or their respective substitutes written power of attorney to represent them in supervisory board sessions.
If the majority of its members agree, the supervisory board can involve experts to individual sessions to serve in an advisory capacity.
A written transcript of the negotiations and resolutions of the supervisory board must be produced and signed by the chairperson or the representative leading the respective session. A recorder who does not belong to the supervisory board can be commissioned for this purpose. A signed copy of the transcript must immediately be submitted to the executive management. If a transcript is not opposed via written declaration by a member of the supervisory board within one month upon delivery, this is equivalent to acceptance of the transcript.

§ 12 Entitled persons’ assembly (EPA) and election of delegates

The EPA consists of all entitled persons. The executive management must convene this assembly every two years in writing with a period of at least five weeks, with specification of the agenda. The period begins with the date when the invitation is sent via post. The date when the period begins and the date of the assembly are not included in this calculation. Posting of the invitation to the last known address of each entitled person is sufficient.
An extraordinary assembly of the entitled persons must be convened by the executive management if 25% of entitled persons or a member of the supervisory board request such in writing. This assembly must take place no later than 90 days after receipt of the request. The EPA can issue proposals on resolutions of the supervisory board (§ 10 para. 8 c) and d)) with a qualified majority of 75% of votes, which the supervisory board must address in its next session. The extraordinary assembly of the entitled persons also has the right to recall and/or elect delegates or substitute delegates.
The EPA elects three delegates, and for each delegate a substitute, for each of the two curiae every four years, who participate in the shareholders’ assembly (SA). Of the four delegates and substitutes elected for the curia for broadcasting companies, two must represent the television sector and two must represent the radio sector.
All entitled persons are eligible to vote. An entitled person can exercise the right to vote in every curia to which they are assigned according to their respective rights management agreements with the association. The number of an entitled person’s votes in a curia is equivalent to the number of rights management agreements with the association that are allocated to the respective curia.
Persons who meet the requirements of § 10 para. 6 are passively eligible to vote, each in the curiae in which they are also actively eligible to vote.
The executive management determines the election director who oversees the election of delegates and substitutes.
Entitled persons can grant written power of attorney to have themselves represented at the EPA.
The delegates are elected in the respective curia after proclamation by the election director and appointment of the candidates. The persons who receive the most votes (relative majority) are elected. A runoff vote will be held in the event of a tie, and in the event of another tie, the election director will select the winner. The election can be consolidated in one round, whereby each eligible voter only has as many votes as there are delegates, and can only issue one vote per candidate. The candidates with the most votes win. Substitutes are elected in accordance with the same rules as those for delegates.
The election results are announced by the election director. The elected parties must accept the results. If the winners do not accept the results, re-elections will be held in the respective curia in accordance with para. 8.
A delegate’s term ends with the end of the election period if they no longer meet the requirements as per para. 5, or upon resignation. In the event that a term is ended prematurely, the substitute elected for this delegate will take the delegate’s place.
The SA can set additional, in particular organisational electoral regulations to conduct the election.

§ 13 Annual account

The annual account – with annex and status report – as well as the profit and loss account must be drafted by the executive directors within the legal time frame and signed by all executive directors.
The annual account must be evaluated by an auditor. A written report of the audit must be produced that contains an audit certificate compliant with the requirements of § 57 para. 2 VGG. The annual account must be published according to § 57 para. 1 VGG.
If the annual account is retroactively altered or corrected, especially due to a corporate audit by the respective finance authority, the altered or corrected annual account is binding.
Should the audit by the finance authority reveal that the association has rendered services to shareholders in the form of obscured profit payouts, the respective shareholders are obligated to immediately repay the respective amounts to the association.

§ 14 Duration of the association

The association exists for an indefinite period of time. It can be terminated via registered mail to the association by the end of each business year with six months’ notice.
If a shareholder terminates the association, the remaining shareholders have the right to decide on the continuation of the association with a simple majority. In this event, the terminating shareholder must transfer their share to the association, a specified shareholder or a specified third person; the return service is defined by § 16. If the decision to continue the association according to sentence 1 is not made, the shareholders are obligated to liquidate the association.

§ 15 Redemption of shares

If the primary deposits have been fully deposited, a share can be redeemed with consent from the respective shareholder. This redemption comes into effect upon receipt of the redemption decision by the shareholder.
Shares can also be redeemed without consent from the respective shareholder (compulsory redemption) if
1. the shareholder has requested insolvency proceedings concerning their assets, or such proceedings have commenced or been rejected for lack of assets;
2. the shareholder’s share is attached to a title that is not only temporarily executable, and this attachment is not lifted within six weeks;
3. the shareholder is no longer an entitled person (such as via cancellation of all rights management agreements with the association);
4. the shareholder acquired their position as a shareholder after § 5 para. 2 came into effect and no longer meets the requirements as per said paragraph;
5. there is compelling cause, in particular if the shareholder continuously and gravely violates their duties as a shareholder.
Redemption takes place against compensation. The amount of this compensation is determined pursuant to § 17.
The shareholders decide on the redemption of shares; the shareholder who owns the share is not allowed to vote. If the association consists of only two shareholders, redemption occurs via declaration by the respective other shareholder.

§ 16 Expulsion of a shareholder

In accordance with the requirements that allow the redemption of shares according to § 15 para. 2, shareholders can also decide on the expulsion of the respective shareholder from the association. This shareholder is then obligated to relinquish their share(s) in whole or in part to the association itself, one or more shareholders, or a third party to be specified by the association, after the association has made its decision to expel the shareholder.
The respective shareholder is not allowed to vote in the matter specified in para. 1.
The amount of the return service is determined in accordance with § 17.

§ 17 Appraisal of shares

In cases in which a shareholder leaves the association via termination, redemption or expulsion, they receive compensation for their share. With regard to the association’s fiduciary activity for the entitled persons, the amount of this compensation is limited to the amount of the departing shareholder’s proportional equity.
If a shareholder (former shareholder) is authorised to request a return service for the transfer of their share in accordance with the conditions of these Articles of Association, they are only owed this return service – unless otherwise agreed and pending any compulsory legal regulations – in three equivalent instalments, whereby the first instalment is owed one month after determination of the return service, the second one year later, and the third two years later. The return service is subject to interest from the moment it is owed with 2% over the 3‑month EURIBOR rate. The party obligated to render the return service is authorised to render the return service early, either partially or in whole.

§ 18 Closing provisions

All agreements among the shareholders and with the association that concern the business relation require written form unless notarial certification is required by law.
In the event that individual provisions of these Articles of Association are invalid, the remainder of the text remains valid. The SA shall then replace by resolution the invalid provision(s) with a valid provision(s) that most closely achieve(s) the economic intend of the invalid provision(s). This applies accordingly in the event that an omission is discovered during the execution of the Articles.

§ 19 Announcements

Pending any legal requirements, announcements by the association are only issued in the Bundesanzeiger.

— Translation in English only for convenience —

Company

Sta­tu­tes

§ 1 Asso­cia­ti­on name, loca­ti­on, busi­ness year

§ 2 Objec­ti­ve and pur­po­se of the asso­cia­ti­on

§ 3 Manage­ment of trans­fer­red rights

§ 4 Dis­tri­bu­ti­on of reve­nues

§ 5 Share capi­tal and admis­si­on of new share­hol­ders

§ 6 Dis­po­si­ti­on and debi­ting of shares

§ 7 Exe­cu­ti­ve direc­tors and their power of repre­sen­ta­ti­on

§ 8 Aut­ho­ri­ties of exe­cu­ti­ve manage­ment

§ 9 Share­hol­ders’ assem­bly (SA)

§ 10 Super­vi­so­ry board

§ 11 Ses­si­ons of the super­vi­so­ry board

§ 12 Entit­led per­sons’ assem­bly (EPA) and elec­tion of dele­ga­tes

§ 13 Annu­al account

§ 14 Dura­ti­on of the asso­cia­ti­on

§ 15 Redemp­ti­on of shares

§ 16 Expul­si­on of a share­hol­der

§ 17 App­rai­sal of shares

§ 18 Clo­sing pro­vi­si­ons

§ 19 Announce­ments