Articles of Association
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.
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