1. name, registered office, financial year, registration

a. The association shall bear the name „German Mittelstand e.V.”.”

b. The registered office of the Association is Munich.

c. The financial year is the calendar year.

d. The association should be entered in the register of associations.

2. purpose of the association

SMEs are the mainstay of the German economy. But old certainties are under threat from globalisation and digitalisation. The association sees it as its task to network SMEs, support the exchange of experience, open up perspectives and facilitate individual tasks such as restarting, repositioning or succession planning by providing specific advice and assistance.

The task of the association is to actively promote and shape the concept of „Mittelstand“ and to spread it beyond Germany's borders.

3. membership

a. Any natural or legal person may become a member of the Association.

Membership requires an application supported by two members.

b. As an alternative to full membership, it is possible to become a supporting member of the association. This does not require the support of members. Sponsoring membership is not associated with voting rights.

c. The Executive Board decides on admission. Membership shall commence upon receipt of written notification from the Executive Board to the new member regarding admission to the association. There is no entitlement to admission.

d. Membership ends when

i. death or, in the case of legal entities, the cessation of operations or insolvency.

ii. Cancellation by the member. This must be addressed to the Executive Board of the Association with a notice period of three months to the end of the year. The membership fee paid remains with the Association.

iii. Revocation. The Executive Board may revoke membership if a member harms or jeopardises the reputation or the purposes and interests of the Association or has not met its membership fee obligations for more than two years despite a registered reminder. The member must be given the opportunity to comment before a resolution is passed. The member must be informed of the decision. An appeal is only possible to the general meeting following the revocation, which then makes the final decision. Membership with all rights is suspended until this decision is made.

4. membership fee

a. The Association shall levy a membership fee to be determined by the General Meeting.

b. The contributions for supporting memberships are determined by resolution of the Executive Board. Minimum and maximum amounts may be specified in the membership fee regulations.

c. The contributions are due on 1 February of each year.

d. The Association's funds may only be used for the purposes set out in the Articles of Association.

e. The Board of Directors may defer or waive contributions in justified cases.

5. organs

The organs of the association are

a. the Executive Board

b. the General Meeting

6 The Executive Board

a. The Executive Board consists of

i. the Chairman of the Executive Board (hereinafter referred to as the „President“)

ii. the Secretary General

iii. up to three deputies,

iv. the treasurer and

v. optionally a secretary.

b. He is elected by the General Meeting for a term of three years. The election takes place individually for each office and by acclamation, unless a written vote is requested by at least one member.

c. The General Secretary is elected by the General Assembly at the proposal of the Chairman. He is an equal member of the Executive Board in accordance with § 26 BGB

d. The members of the Executive Board must be members of the Association.

e. The Executive Board conducts the Association's business on an honorary basis. It may set up an office. f. By way of derogation from paragraph e, the General Meeting may decide that individual members of the Executive Board shall be paid an appropriate remuneration.

g. In addition, members of the Executive Board are entitled to reimbursement of proven expenses incurred in the exercise of their office.

h. The General Meeting may adopt separate remuneration regulations that define the type, amount and modalities of remuneration in more detail.

i. If no remuneration regulations exist, the General Meeting decides on adjustments to the remuneration by simple majority.

j. The President and Secretary General shall jointly manage the day-to-day business of the Association on the basis of rules of procedure adopted by the Executive Board in the sense of an Executive Board and shall each represent the Association externally with sole power of representation.

k. The treasurer manages the association's cash register, keeps records of all income and expenditure and submits the annual report to the general meeting.

l. The secretary takes the minutes of the meetings of the Executive Board, insofar as they are of economic or other significance for the Association, as well as the resolutions of the General Meeting.

7 The General Meeting

a. Before the end of the financial year, an ordinary general meeting must be held at the registered office of the association, at which the annual accounts for the previous year must be presented. Invitations to this meeting must be sent in writing (by e-mail or, at the member's request, always by letter) to the last address provided.

b. General meetings may be held in person, in electronic form (e.g. by video conference) or as a hybrid meeting. The type of organisation shall be determined by the Executive Board, taking into account the interests of the Association. Resolutions passed at an electronic meeting are deemed equivalent to those passed at an in-person meeting.

c. Votes at virtual or hybrid general meetings may be cast by electronic means. It must be ensured that only members who are authorised to vote participate and that each vote can only be cast once. Elections are held by secret ballot if this is required by law or the Articles of Association. The Executive Board determines the exact procedures in rules of procedure.

d. An Extraordinary General Meeting must be convened if the Executive Board so decides, if the interests of the Association so require or if a third of the members have requested in writing that the Executive Board convene a General Meeting as soon as possible, stating the purpose and reason for the meeting.

e. The Executive Board is responsible for setting the provisional agenda and for convening the General Meeting.

f. Invitations to ordinary General Meetings must be issued with four weeks' notice and to extraordinary General Meetings with two weeks' notice, stating the agenda.

g. The General Meeting shall be chaired by the President or, if the President is unable to attend, by the Secretary General or, if the Secretary General is also unable to attend, by the Secretary General (amendment: Secretary General added as chairperson of the meeting); if all of these are unable to attend, the General Meeting shall elect a chairperson from among its members.

h. The General Meeting has a quorum regardless of the number of members present.

i. Each member has one vote. The granting of a voting proxy is only permitted to a member of the association who can only exercise a voting proxy for a member who is not present. The Board of Directors or the election officer must be notified of the authorisation in writing in advance.

j. The General Meeting is responsible for

i. Amendments to the Articles of Association,

ii. Election of the Executive Board and its discharge,

iii. Determination of contributions

iv. Adoption of rules of procedure for the Board of Directors

k. Decisions according to 6.f/g/h/i

l. Final revocation of membership following an appeal by the member concerned, which must be submitted in writing by the start of the meeting

m. Dissolution of the Association and the utilisation of the Association's assets.

8. minutes of the meeting

a. Minutes must be taken of the proceedings of the General Meeting and signed by the chairman of the meeting and the secretary.

b. A copy of the minutes of the meeting shall be sent to the members within four weeks of the meeting.

c. If no objection is received within a further two weeks, the minutes shall be deemed approved.

9th Board of Trustees

a. The General Assembly may decide to establish a Board of Trustees or Senate. The Board of Trustees or the Senate shall represent the objectives of the Association to the outside world and advise the Executive Board. Their term of office is limited. b. Its members are appointed by the Executive Board on the recommendation of members of the Association.

c. The General Assembly may amend the composition of the Board of Trustees (Senate) by resolution. The Executive Board shall attend the meetings of the Board of Trustees and the secretary shall prepare minutes of all resolutions and recommendations of the Board of Trustees, regardless of the form in which they are made.

d. The Board of Trustees (Senate) elects a chairperson as spokesperson.

10. dissolution of the association

a. A resolution to dissolve the association can only be passed at an extraordinary general meeting convened with this item on the agenda.

b. The presence of 4/5 of the members is required for a quorum.

c. If this quorum is not present, a further general meeting with the same agenda must be convened four weeks after the day of the meeting. This further meeting may take place no earlier than two months after the first general meeting. The invitation must state that the new general meeting has a quorum regardless of the number of members present.

11. liquidation and accrual of the Association's assets

Liquidation is the responsibility of the President. In the event of liquidation or dissolution of the Association, the liquidation resolution shall determine who is entitled to succeed.

12. gender declaration

For reasons of better readability, the language form of the generic masculine is used in these Articles of Association regardless of gender.

Notes on entry into force

This version of the Articles of Association shall enter into force upon adoption of the resolution by the General Meeting and shall replace previous versions.