Preamble
You die, if you deny – indifference is deadly. Because thousands of people around the world are infected with the HIV virus every day and the number of victims continues to rise due to a lack of education and incorrect treatment methods, we have set up the “Hugo Tempelman Foundation” with the aim of not only providing medical help, but also raising awareness worldwide. The aim is to take up the challenge of a dangerous disease, to learn from it and to bring about health and social change in the affected areas.

§Section 1
Name, legal form, registered office
(1) The foundation is called the “Hugo Tempelman Foundation”.
(2) It is a foundation with legal capacity under civil law and is based in Jena/Thuringia.

§2
Purpose of the Foundation
(1) The purpose of the Foundation is the promotion of health within the meaning of §§ 52 AO, charity, science and research in the field of HIV infection as well as the possibility of awarding scholarships to students and the promotion of scientific institutes in the field of the Foundation’s purpose.
Furthermore, the purpose of the Foundation extends to the promotion of education, upbringing, culture and sport, insofar as this serves the purpose of the Foundation. The Foundation’s scope of action and activities is not limited to Germany.
(2) The purpose of the foundation is realized in particular through
1. promoting education about the causes, transmission and consequences of HIV infection
2. promotion of complementary and alternative treatment methods
3. promotion of programs for the social integration of people affected by HIV and their environment
4. promotion of ATC (Autonomous Treatment Center) models worldwide
5. promoting the dissemination of anti-HIV/AIDS programs in all affected countries
6. supporting people directly or indirectly affected by HIV by providing assistance in emergencies, whether physical, psychological or material in nature
7. support for people who need therapy to cope with their illness, but who cannot take advantage of it without additional financial support
8. Support in the form of direct financial assistance to people who are ill
9. Supporting institutions, organizations, projects and individuals in the area of the foundation’s purpose with contributions and the provision of medication and personnel
10. Supporting institutions, organizations, projects and individuals that serve to sustainably improve the living conditions of people affected by HIV and their environment
11. Implementation and promotion of other measures that are suitable for serving the purpose of the foundation. In particular, these can also be measures in the fields of education, training, culture and sport or in the field of research for scientific purposes;
12. promotion of publications in the field of the foundation’s purpose
13. Organization and support of conferences and events as well as presentations, congresses and colloquia in the field of the foundation’s purpose
14. Supporting scientific projects in the field of the foundation’s purpose, including personnel costs
15. Awarding scholarships and grants for printing costs for scientific work in the field of the Foundation’s purpose
16. If there is sufficient capital, the Foundation can take over the sponsorship and financing of an institute working in the field of the Foundation.
In order to fulfill the aforementioned foundation purposes, the foundation can support and promote projects that serve the development of the aforementioned areas beyond the individual examples.
The foundation’s objectives do not have to be realized simultaneously or to the same extent. The Board of Directors decides on the priority of the individual projects depending on the financial situation.
(3) The purpose of the Foundation shall be realized, unless funds are raised within the meaning of § 58 No. 1 AO, in particular through the awarding of grants, research contracts in accordance with § 58 No. 2 AO and the active participation (hands on) of the bodies of this Foundation, in which influential personalities are represented.
(4) In order to realize the Foundation’s purpose, the Foundation may maintain special-purpose enterprises, employ auxiliary persons and make some of its funds (income, donations) available to other tax-privileged corporations for their tax-privileged purposes. The Foundation’s facilities can be operated by operating companies in order to achieve its purpose, the profits of which must be transferred to the Foundation.
(5) The Executive Board shall decide on the fulfillment of the foundation’s purpose and the granting of foundation benefits at its reasonable discretion.
(6) The beneficiaries of the Foundation have no legal entitlement to benefits from the Foundation on the basis of these Articles of Association.

§3
Non-profit status
(1) The Foundation pursues exclusively and directly non-profit and charitable purposes within the meaning of the “tax-privileged purposes” section of the German Fiscal Code. The foundation is selflessly active. It does not primarily pursue its own economic purposes.
(2) The Foundation’s funds may only be used for statutory purposes. No person may benefit from expenses that are alien to the purpose of the Foundation or from disproportionately high remuneration. The founders and their legal successors shall not receive any donations from the Foundation’s funds.
(3) The Foundation shall fulfill its tasks itself or through an auxiliary person within the meaning of § 57 para. 1 sentence 2 AO, provided that it does not act by way of fundraising in accordance with § 58 no. 1 AO. § 58 No. 1 AO.

§4
Membership in organizations
The Foundation may join other organizations (umbrella organizations, associations, societies, etc.), provided that this promotes the purpose of the Foundation.

§5
Foundation assets
(1) The initial foundation assets result from the foundation business. The foundation’s assets must be maintained permanently and undiminished. Asset reallocations are permissible, provided that the
economic value and earning power of the foundation are not impaired as a result. Donations from third parties intended for this purpose (endowments) accrue to the foundation’s assets. Donations that are not earmarked for a specific purpose on the basis of a disposition on death may be added to the foundation’s assets.
(2) The Foundation shall fulfill its purposes – after deduction of administrative costs – from the income from the Foundation’s assets and the contributions of third parties (donations) earmarked for this purpose.
(3) The Foundation may allocate all or part of its funds to a reserve insofar as this is necessary in order to be able to sustainably fulfill its tax-privileged statutory purposes and insofar as there are specific objectives and time frames for the use of the reserve. Free reserves may be formed insofar as this is permitted by the
provisions of non-profit tax law.
(4) The Foundation’s assets must be managed and maintained with the diligence of a prudent businessman.
(5) The Foundation may administer dependent foundations on a fiduciary basis insofar as their purposes are compatible with the purpose of the “Hugo Tempelman Foundation”.
(6) The Foundation reserves the right to pay special tribute in an appropriate form to individual persons and donors who have supported the Foundation to an exceptional extent in the realization of its purpose.

§6
Financial year
(1) The financial year is the calendar year.
(2) The first financial year is a short financial year. It begins with the recognition of the foundation.

§7
Foundation bodies
(1) The Foundation’s bodies are
1. The Executive Board
2. The Board of Trustees
3. The Supervisory Board
Personal union in the three bodies is excluded.
(2) Apart from the first appointment to the bodies (founding bodies), the term of office of the members of the bodies appointed in accordance with § 8 Para. 1 (Management Board), § 10 Para. 2 (Board of Trustees) and § 9 Para. 1 (Supervisory Board) is five years. Subsequent reappointment is permitted several times. The term of office of the first bodies (founding bodies) is set out in the foundation agreement. In place of a member of the Management Board or Supervisory Board who resigns during the term of office, the body to which the resigning member belongs shall appoint a new
member for the remainder of the term of office (self-appointment). After expiry of the term of office, the members of the governing body shall continue to conduct their business until the new governing body is appointed.
(3) The bodies may adopt rules of procedure.
(4) The members of the Foundation’s executive bodies generally perform their duties on an honorary basis, with the exception of the special case of para. 4 sentence 3 and para. 5. If the income from the Foundation’s assets permits this without jeopardizing the purpose of the Foundation, the members of the executive bodies are entitled to reimbursement of the reasonable
expenses incurred by them, which must be in proportion to the income generated in each case. If there are sufficient funds and a corresponding amount of work, the Supervisory Board can decide on remuneration within the scope of the honorary lump sum for the
Management Board members.
(5) For the time and effort expended by the members of the Management Board that goes beyond an honorary position, the Supervisory Board can decide on a lump sum remuneration in deviation from para. 4 sentence 1. This must be in reasonable
proportion to the Foundation’s income and must not jeopardize the achievement of its purpose, including its charitable status.
(6) The members of the executive bodies must carry out their activities personally. Representation is excluded.

§Section 8
Executive Board
(1) The members of the Executive Board are:
1. the Chairman
2. the Deputy Chairman
3. the Treasurer
The Executive Board consists of up to twelve (12) members in total.

The Board of Directors initially consists of three (3) persons and can be expanded to up to twelve (12) persons by decision of the current Board of Directors if the expansion of the area of responsibility and the financial resources of the Foundation require and allow this. With the exception of the first Board of Directors (founding Board of Directors), the members of the Board of Directors shall be supplemented by the remaining members of the Board of Directors by election if a member resigns (self-appointment). The first Management Board (founding Management Board) is appointed in the foundation business
with a term of office of three (3) years.
(2) Before the end of the Management Board’s term of office, it must elect the members of the next Management Board in good time. If this election does not take place in good time, the Management Board shall remain in office until the election of the new members. The election must be held immediately. The Board of Directors may only pass further resolutions in urgent exceptional cases until this election.
(3) The Board of Directors elects a Chairman and a Deputy Chairman from among its members. This does not apply to the first Board of Directors (founding Board of Directors), as these positions are already established there.
(4) The Board of Directors manages the day-to-day administration of the Foundation and represents it in and out of court.
The Executive Board is responsible in particular for
1. the conscientious and economical management of the Foundation’s assets and other funds;
2. to manage the Foundation’s business, in particular to implement the decisions of the governing bodies;
3. to draw up the budget for each calendar year (financial year);
4. to prepare the annual financial statements;
5. to employ staff if required by the scope of the Foundation’s business and to conclude the necessary contracts for this purpose;
6. to pass resolutions on the use of the income from the Foundation’s assets and the donations not accruing to it;
7. to prepare an annual report on the fulfillment of the Foundation’s purpose;
8. to participate in the meetings of the Supervisory Board, if requested to do so by the Supervisory Board.

The Chairman of the Executive Board, the Deputy Chairman and the Treasurer each have sole power of representation. The other members of the Executive Board may only represent the company together with another member of the Executive Board (dual control principle)
. Internally, it is agreed that the Chairman of the Executive Board is generally responsible for representation and management and that this right may only be exercised by his deputy or the treasurer or the other members of the Executive Board if the three aforementioned members of the Executive Board are unable to do so.

(5) The Management Board is exempt from the restrictions of § 181 BGB.
(6) The Chairman of the Board of Directors shall convene meetings of the Board of Directors as required, but at least once a year. The invitation shall be issued in writing with a notice period of two weeks, stating the agenda. Any member of the Board of Directors may request that a meeting of the Board of Directors be convened, stating the desired agenda. The Chairman chairs the meeting or, if he is unable to do so, the Deputy Chairman.
(7) The Board of Directors is quorate if at least 50% of the members are present. If this is not the case, the Chairman or, if he is unable to attend, his deputy shall immediately convene a new meeting of the Board of Directors with the same agenda at a time that may not be more than two weeks later. The notice period for this is one week. A quorum shall exist at this meeting regardless of the number of members present, provided that at least the Chairman or his deputy is present. This must be indicated in the invitation.
(8) Unless otherwise stipulated in the Articles of Association, the Board of Directors passes its resolutions by a simple majority of votes. In the event of a tie, the Chairman or, if he is unable to attend, his deputy shall have the casting vote.
(9) Minutes must be taken of every Board meeting, which must at least reflect motions and resolutions. In the case of a multi-member Board, a person to be appointed by the Chairman or, if he is unable to attend, by his deputy, or a Board member nominated by the Chairman shall act as secretary. The minutes must be signed by the chairperson of the meeting and the secretary. A copy of the minutes shall be sent to each of the members of the Board of Directors and the Chairman of the Board of Trustees. A resolution may not be contested within three months of the minutes being sent out.
(10) Resolutions may also be passed by circulation by telephone, in writing, by fax, by telegraph, by video conference or by e-mail if all members of the Board of Directors agree to such a procedure and the receipt of the draft resolution and the agreement to this procedure are confirmed by fax or e-mail. Paragraphs 8 and 9 shall apply accordingly.

§9
Supervisory Board
(1) The Supervisory Board consists of a minimum of three (3) and a maximum of nine (9) persons. Apart from the first Supervisory Board (founding Supervisory Board) and the cases of self-replacement in the event of the resignation of a member during the term of office, the members of the Supervisory Board shall be appointed by the Management Board. The members of the first Supervisory Board (founding Supervisory Board) are appointed by the founders in the foundation agreement.
(2) The Supervisory Board has the following duties, unless specified elsewhere in these Articles of Association:
1. Advising and monitoring the Executive Board;
2. Receiving the annual financial statements;
3. Monitoring the projects supported by the Foundation;
4. Resolution on recommendations for the management of the Foundation’s assets and the use of Foundation funds;
5. Approval of the budget;
6. Acceptance of the report on the fulfillment of the Foundation’s purpose.
(3) Apart from the Founding Supervisory Board, the Supervisory Board elects the Chairman from among its members. The Chairman of the founding Supervisory Board is Mr. Hans Eike von Oppeln-Bronikowski, attorney-at-law.
(4} The Chairman of the Supervisory Board or, if he is unable to do so, his deputy shall convene the meetings at the Foundation’s registered office as required, but at least once a year. The invitation shall be issued in writing with a notice period of two weeks, stating the agenda. The Chairman or, if he is unavailable, his deputy
shall chair the meetings. An additional extraordinary meeting must be convened at the request of at least SO% of the members of the Supervisory Board or at the request of the Executive Board.
(5) The Supervisory Board shall constitute a quorum if at least 60% of its members are present. If this is not the case, the Chairman or, if he is unable to do so, his deputy shall immediately convene a new meeting of the Board of Trustees with the same agenda items at a time no later than three weeks later with one week’s notice. At this meeting, there is a quorum regardless of the number of members present, provided that at least the Chairman or his deputy is present.
This must be indicated in the invitation.
(6) The Supervisory Board passes its resolutions by a simple majority of votes. In the event of a tie, the Chairman of the Supervisory Board shall have the casting vote.
(7) Minutes shall be taken of each Supervisory Board meeting, which must at least reflect motions and resolutions. The secretary shall be a person consulted by the Chairman or a member of the Supervisory Board designated by the Chairman
. The minutes must be signed by the Chairman and the secretary. A copy of the minutes shall be sent to each of the members of the Supervisory Board and the Management Board. A resolution may not be contested within three months of the minutes being sent out.
{8) Resolutions may also be passed by circular resolution by telephone, in writing, by fax, by e-mail, by telegraph or by video conference if all members of the Supervisory Board agree to this and the receipt of the draft resolution and agreement to this procedure are confirmed by fax or e-mail. Paragraphs 6 and 7 apply accordingly.
(9) The Supervisory Board may call in experts to prepare its resolutions and for consultation at Supervisory Board meetings.

§ 10
Board of Trustees
(1) The Board of Trustees of the Foundation shall advise the Foundation in all matters relating to the realization of the Foundation’s objectives.
(2) The Board of Trustees shall include any number of public figures who feel a particular affinity with the objectives of the Foundation. They are appointed by the Board of Directors on the basis of a
resolution of the Board of Directors for five (5} years. The Board of Directors may decide to appoint a member of the Board of Trustees as its chairperson. If it does not decide to do so, the Chairman of the Board of Trustees shall chair the Board of Trustees. The first Chairman of the Board of Trustees shall be appointed in the foundation business.
(3) The Board of Trustees shall be informed regularly of all important matters relating to the Foundation’s work. This information may be provided in writing or orally. However, a meeting of the Board of Trustees should take place once a year if possible. The members of the Management Board are entitled to attend the meetings of the Board of Trustees.
(4) The Board of Trustees must be consulted in an appropriate manner before the Board of Directors passes a resolution on matters of fundamental importance or on an amendment to the Articles of Association. The Board of Trustees has no decision-making powers for the Foundation.

§ 11
Start and end of the term of office
(1) The term of office of the members of the bodies ends after the end of the appointment period, unless
they are reappointed. § Section 7 para. 2 sentence 4 remains unaffected.
(2) The members of a foundation body may resign from office at the end of a financial year if they have notified the Board of Directors of this in writing by June 30 of the year. The office may be resigned immediately for good cause.
(3) A member of an executive body may be dismissed by an executive body to which he or she does not belong in the event of a gross breach of official duty or inability to manage the company or for other good cause. Only the Management Board and the Supervisory Board are entitled to dismissal. Such good cause is deemed to exist in the event of conduct detrimental to the foundation. The person dismissed must be given a reasonable opportunity to make a statement. The person dismissed may have the justification for the dismissal reviewed by a court within a period of one month of becoming aware of it. In the event of a legal dispute
, the rights of the dismissed member shall be suspended until the court has reached a legally binding decision. Only then can a successor be appointed.

§ 12
Changes to the purpose of the foundation, amendments to the articles of association, merger, dissolution
(1) If it becomes impossible to fulfill the purpose of the foundation or if circumstances change in such a way that it is no longer objectively reasonable to fulfill the purpose of the foundation, the statutory members of the Board of Directors may unanimously decide to change the purpose of the foundation, to dissolve the foundation or to merge it with
another foundation and apply to the foundation authority for this.
(2) Amendments to the Articles of Association other than those mentioned above (simple amendments to the Articles of Association) are permissible, provided they lead to the maintenance and improvement of the Foundation’s activities. They require the approval of 75% of the members of the Board of Directors.
(3) Information on the resolutions must first be obtained from the tax office.
(4) Applications pursuant to para. 1 or para. 2 shall be submitted to the foundation authority in a timely manner.

§ 13
Dissolution of the Foundation
(1) In the event of the dissolution or termination of the Foundation or if the tax-privileged purposes specified in § 2 cease to apply, the assets of the Foundation that remain after all liabilities have been settled as part of the liquidation shall be transferred to a corporation under
public law to be jointly determined by the Management Board and Supervisory Board or to a tax-privileged institution under private law (corporation, foundation) within the meaning of the German Fiscal Code, which must use these funds in accordance with the purpose of these Articles of Association (§ 2).
(2) The subsequent revocation of the non-profit status of the purposes named in § 2 by the legislator is not a reason for dissolution or termination. The statutory transitional provisions shall then apply, in particular with regard to the protection of the status quo. In this case, at the very least, the articles of association should be amended to provide for a different purpose that is charitable and corresponds to the objectives stated in § 2, or at least comes as close as possible to them. The beneficiaries in this respect must use the resulting assets directly and exclusively for charitable purposes within the meaning of
of the German Fiscal Code and in accordance with §§ 2 and 3 of these Articles of Association.
(3) Endowments from the Federal Government or the federal state or endowments from federally or state-owned companies shall revert to the regional authority to which the endowing party was assigned in the event of dissolution or annulment of the foundation. Other donations from the Federal Government or the Federal State shall accrue to the regional authority to which the donor was assigned upon dissolution or termination of the foundation, provided that the Federal Government or the Federal State has reserved the right to make such a provision in individual cases.

§ 14
Liability
In order to facilitate the willingness of suitable persons to take on board positions and foundation tasks, the foundation undertakes to insure these persons appropriately upon assuming office, taking into account the funds available. The primary purpose of this is to ensure that any claims for damages by the Foundation against the members of the governing bodies can be met, thereby preventing any damage to the endowment capital.

§ Section 15
Foundation authority
The foundation is subject to the foundation supervision of the Free State of Thuringia.

§ Section 16
Entry into force
The Articles of Association enter into force on the date of notification of recognition by the foundation authorities.

Jena, October 30, 2012