Hagalis AG
Articles of Association
Preamble
The company Hagalis AG was
founded to advance and bring innovative ideas to the areas of naturopathic
medicine, healthy food, and quality assessment of foods, medicines, and other
goods. For that it uses gentler, future-oriented technologies that not only
don´t harm the environment but actually contribute to the sustaining of our
natural surroundings, the earth. For this reason we use mainly solar and other
regenerative energies to supply our energy needs. The aim of the company is to
produce more positive energy in all areas than is used through our activities.
The company researches
the areas of healing, nutrition, and environment in order to support a
development of awareness in the general public. To follow these aims it carries
out training, education, and consulting in the form of publications.
In the area of
technology, our aim is to develop, through innovative research, new forms of
use of technology that both support the development of human beings and the
earth as well as, again, actually strengthen our environment. Here, again, the
aim of the company is to bring about more positive than destructive energy in
the world and through that contribute to the sustaining of the earth as
humanity´s dwelling place.
Hagalis AG
Articles of Association
I. General Regulations
§ 1 Company, Location,
Financial Year
1.1. Company name: Hagalis Aktiengesellschaft (Hagalis PLC).
1.2.
Company location: D-88634
Herdwangen-Schönach.
1.3.
The financial year goes from 1 April
to the 31 March of the following year. The first year, however, is only a
partial year and begins with the registering of the company in the Registrar of
Companies and ends the following 31 March.
§ 2 The Objects of the
Company
1.
It is
an object of the company to produce and distribute naturopathic remedies and
cosmetics.
2.
Quality
management and consulting as a service. This is done in the form of carrying
out particular quality analyses.
3.
Research
and development of medicines, cosmetics, and medical devices, as well as their
marketing and distribution.
4.
Taking
part in other companies.
The
company can carry out all business activities and take all measures that
directly or indiretly serve the aims of the company. To this purpose it can
also found, acquire, or take part in other companies.
§ 3 Announcements
Company
announcements are published in the Bundesanzeiger.
II. Share Capital and Shares
§ 4 The share capital of the
company and its division into shares
4.1. The share capital of the company is Eur
150,000.00 (written: one hundred and fifty thousand euro).
4.2. The share capital is divided into 150.000
Stück nennbetragslose Namens-Stückaktien.
4.3.
The form of share certificates,
debentures, dividend- and renewal certificates is determined by the Board of
Directors with the agreement of the Supervisory Board.
4.4.
The company is permitted to issue
share certificates that apply to more than one share. It is also permitted to
issue global shares.
4.5.
The shareholders do not have the right
to
4.6.
If the capital is increased, then the
share in the profits of new shares can be arranged deviating from § 60 AktG.
III. The Board of Directors
§ 5 Composition and management
of business
5.1.
The Board of Directors is composed of
one or more persons.
5.2.
The Supervisory Board determines the
number of and appoints the members of the Board of Directors, concludes their
contracts and recalls their appointment.
5.3.
The Board of Directors unanimously
produces its rules of order, which the Supervisory Board must agree to. It also
carries out the company´s business following the legal regulations and these
Articles of Association.
5.4.
The decisions of the Board are reached
by majority vote.
§ 6 Representation
6.1.
If only one member of the Board of
Directors is present they will represent the company alone.
6.2.
If more than one member is present,
then two members together or one member together with a confidential clerk will
represent the company.
6.3.
The Supervisory Board can at any time permit
any member of the Board of Directors to represent the company on their own.
6.4.
It can also permit each member of the
Board of Directors to represent the company in legal matters with a third party
(release from restriction § 181 BGB 2. Alternative).
5.
The
Board of Directors is required, with respect to the company, to hold to the
restrictions of the Articles of Association or those which the Supervisory
Board has laid down for the compass of the authorization to manage business or
which were decided upon in an annual general meeting according to share law §
119.
IV. Supervisory Board
§ 7 Composition
7.1.
The Supervisory Board is composed of
three members.
7.2.
The legally set number of Supervisory
Board members of the employees will be voted by those employees with the right
to vote and according to the pertinent legal regulations.
7.3.
Replacement members can be voted for,
together with the Supervisory Board, should a member step down before their
period of office is finished.
7.4.
Supervisory Board members can be
removed from office by a majority vote of 75% of the share capital in the
general meeting.
§ 8 Period of office
8.1.
Each Supervisory Board member will be
in office until the end of the general meeting that finishes the fourth
financial year after the year were voted in. The financial year that they were
voted in is not counted.
8.2.
Each member of the Supervisory Board
can step down from their position at any time by handing in a written
explanation to the company and giving a month´s notice.
§ 9 The Chairperson and
Vice-chairperson
9.1.
The Supervisory Board will choose a
chairperson and vice-chairperson from among its members.
9.2.
The Supervisory Board can authorize
the chairperson to represent the company in matters dealing with the Board of
Directors.
§ 10 Convening, Passing of
Resolutions, and Order of the Supervisory Board
10.1.
Supervisory Board´s decisions are, for
the most part, made in meetings that can be called together by writing,
telegraph, fax, or telephone. Decisions can also be made by voting in writing
(including faxing) or telephone if no member of the Supervisory Board is
against that method.
10.2. The Supervisory is able to vote if at least
2/3 of the members - one being the chairperson or vice-chairperson - are
present, but in all events at least three members must be present. Decisions
will be passed by simple majority of vote. If the vote is equal, the decision
will be made by the chairperson or vice-chairperson by choosing lots. Members
of the Supervisory Board who are not present can take part in a vote by giving
their vote in writing to other members of the Supervisory Board.
10.3.
The minutes of the dealings and
decisions of the Supervisory Board will be written down.
10.4.
The chairperson is authorized to give,
in the name of the Supervisory Board, the explanations needed to carry out its
decisions and to receive explanations directed to the Supervisory Board.
10.5.
The Supervisory Board will meet at least
once every three months.
10.6.
The Supervisory Board gives itself its
own order.
§ 11 Compensation
11.1.
The members of the Supervisory Board
will receive an appropriate compensation for each completed financial year,
which will be determined by the general meeting.
§ 12 Advisory Board
12.1.
The PLC can install an Advisory Board.
12.2.
The Board of Directors, in agreement
with the Supervisory Board, will appoint and discharge advisors.
§ 13 Advisor Funktion and
Compensation
13.1.
An advisor will advise the Supervisory
Board and the Board of Directors from their specific professional expertise.
13.2.
The Advisory Board will give itself its
own order. It will choose a chairperson and vice-chairperson, each for periods
of three years.
13.3.
The Advisory Board can be convened by
the Board of Directors, Supervisory Board, or chairperson of the Advisory
Board.
13.4.
The members must be shareholders in the
company.
13.5.
The members carry out their office on an
honorary basis.
13.6.
The Board of Directors will propose an
amount for their compensation to the general meeting yearly. The amount of
their compensation will be decided by the general meeting for the completed
financial year.
§ 14 Changing the Articles of
Association
The
Supervisory Board is authorized to make changes in the Articles of Association
which only have to do with wording.
V. Annual general Meeting
§ 15 Location and Convening
15.1.
The Annual General Meeting will be convened by the Board of Directors by
registered letter.
15.2.
The Annual General Meeting will take place at the company location, in
Baden-Wurttemburg, or in Bavaria.
15.3.
The Annual General Meeting will be
convened at least one month before the meeting date.
§ 16 Chairing the Annual General
Meeting
16.1.
The chairing of the Annual General
Meeting will be carried out by the chairperson of the Supervisory Board or
another member of the Supervisory Board if he/she is hindered.
16.2.
The chairperson of the meeting can take
articles of the agenda out of order, if it serves the matter better. They will
also decide on the methods of procedure and voting.
§ 17 Passing Decisions
17.1.
The right to vote will be determined by
the number of shares one has. Each share is granted one vote.
17.2.
The decisions of the annual general
meeting will be decided by simply majority of votes or, if the law requires a
majority of capital as well, then by a simple majority of the share capital
present at the time of the decision if no legal regulations compel otherwise.
§ 18 Right to Take Part
18.1.
Only shareholders registered in the
sharebook of the company whose registrations for the annual general meeting
have been received by the company at least three days prior to the annual general
meeting are allowed to take part, vote and make proposals.
18.2. If share certificates have not been given out, or a bank has global shares, then it will have to decide at the convening of the annual general meeting under what restrictions shareholders will be allowed to take part in and vote at the general meeting.Sind Aktienurkunden nicht ausgegeben, oder hält eine die Inhaberschaft an Aktien verbuchende Stelle oder Bank die ausgegebenen Globalaktien, so ist in der Einberufung zur Hauptversammlung zu bestimmen, unter welchen Voraussetzungen Aktionäre zur Teilnahme an der Hauptversammlung und zur Ausübung des Stimmrechts zugelassen werden.
18.3.
§ 121 Abs. 6 AktG remains unchanged.
VI. Annual Statement of Accounts and Use of Profits
§ 19 Annual Statement of
Accounts
The
Board of Directors must draw up the annual statement of accounts and the annual
report for the previous business year and present it to the Supervisory Board,
together with a proposal for use of the profits, within the time period granted
by law (§ 264 HGB).
§ 20 Concluding Decision
The
costs of the founding of the company, including the preparation involved, the
notary costs especially, the costs of registering in the Registrar of
Companies, and the public announcement will carried by the company up to a
total of Euro 5,000.-.
Pfullendorf, 24. Oktober, 2000