EFTA00283711.pdf

09/07/2014 20:45 IEG GmbH (FAX)00493030301636 P.001/054 To Jeffry from Nicole EFTA00283711 09/0712014 20:45 IEG GmbH TAX)00493030301636 P.0021054 Dear Nicole Junkermann I have known Nicole since her time at Harvard and to my pleasure, despite our geographies, we keep bumping into each other across the world whilst involved in various humanitarian projects, most recently when Nicole and I were both involved in leading a mission to the president of Gabon. Over the years I have delighted in seeing Nicole blossom.... both as a smart entrepreneur & investor and most admirably in what life is about - giving back and supporting others! I believe access to your valued network will enable Nicole accelerate her work in the Not For Profit space and in particular her ongoing promotion of the Human Codes of Tolerance and Respect which is focussed on advancing acceptance and promotion of peaceful co-existence among diverse nationalities, ethnicities, and religions, on local, national and international levels — these are areas I know Nicole who loves travelling, different cultures and is a real peoples person is truly very passionate about. Her being enabled to reach more and more influential people through your network will no doubt be very positive and I fully expect will help multiple the impact she can make for the common good and promotion of diversity across the globe. Thank you for considering Nicole and I hope you will make the right decision and be supportive of her admission and help her in giving back even more to Society at large. I also have no doubt that her becoming a member will be mutually supportive. Regards, EFTA00283712 09/0712014 20:45 IEG GmbH 7400493030301636 P.003/054 [Contributor] [Foundation] [Fund] CONTRIBUTION AGREEMENT EFTA00283713 09/0712014 20:45 IEG GmbH TAX)0049303030163I P.0041054 THIS AGREEMENT is made on 2014 between : (1) (the "Contributor"); (2) Foundation, a foundation established under the laws of Malta with registered office at Malta and having registration number (the "Foundation"); and (3) a collective investment scheme established under the laws of Malta with its registered office at Malta and having registration number (the "Fund"). hereinafter at times also jointly referred to as the "Parties". WHEREAS : (A) The Contributor is the founder of the Foundation, and the Foundation is in turn the sole investor with participation rights in the Fund; (B) The Contributor, in its capacity as the founder of the Foundation, wishes to make a further investment and endowment in the Foundation and has proposed to make a contribution to the Foundation of all the assets listed in Schedule A to this Agreement (the "Assets"). The Foundation has agreed to accept the aforesaid contribution under the terms and conditions set out in this Agreement (the "First Contribution"). (C) Upon receipt of the assets following the First Contribution, the Foundation, in its capacity as the sole investor with participation rights in the Fund, shall make a further investment in the Fund through a contribution of all the Assets (the "Second Contribution"). (D) The Foundation wishes to irrevocably instruct the Contributor to effect a transfer of the Assets in terms of the First Contribution directly to the Fund, and thereby effect the Second Contribution on behalf of the Foundation in fulfilment of the Foundation's obligation to transfer the Assets to the Fund in terms of the Second Contribution. (E) It was further noted that the entry by the Parties into the transaction contemplated above would be for their commercial benefit and is in the best interests of the Parties. NOW THEREFORE BY VIRTUE OF THIS AGREEMENT, THE PARTIES HAVE AGREED TO THE FOLLOWING: 1 EFTA00283714 09/0712014 20:46 IEG GmbH TAX)00493030301634 P.005I054 1. FIRST CONTRIBUTION 1.1 The Contributor undertakes to make the First Contribution in favour of the Foundation within [ business days of the date hereof. 1.2 Contributor. The Foundation hereby accepts to receive the First Contribution from the 1.3 Upon receipt of the Assets following the First Contribution, the Foundation hereby undertakes to use the Assets received through the First Contribution in order to enter into the Second Contribution. 2. SECOND CONTRIBUTION 2.1 The Foundation undertakes to make the Second Contribution in favour of the Fund within [ ] business days of the date on which it shall be in receipt of the Assets following the First Contribution. 2.2 The Fund hereby accepts to receive the Second Contribution from the Foundation. 3. DELEGATION 3.1 The Foundation hereby directs and delegates the Contributor, who accepts, to transfer the Assets in terms of the First Contribution directly to the Fund, and thereby effect the Second Contribution on behalf of the Foundation in fulfilment of the Foundation's obligation to transfer the Assets to the Fund in terms of the Second Contribution. Such transfer shall be deemed to be made in full and final satisfaction of the First Contribution and the Second Contribution. 3.2 The Parties confirm that the transfer of the Assets by the Contributor to the Fund shall be deemed for all intents and purposes as constituting satisfaction of all obligations due by the Contributor to the Foundation as well as satisfaction of all obligations due by the Foundation to the Fund in accordance with Clauses 1 and 2 hereof respectively. 4. REPRESENTATIONS AND WARRANTIES 4.1 Each of the Parties hereby warrant as and wherever applicable that: 4.1.1 she/it has full power, authority and legal right to enter into this Agreement and to make and/or receive the Contribution(s) made by virtue of this Agreement and has taken all necessary corporate and other action to duly authorise the entry into, execution, delivery and performance of the same; 2 EFTA00283715 09/0712014 20:46 IEG GmbH TAX)00493030301636 P.006/054 4.1.2 the Contributions made by virtue of this Agreement will not (a) contravene any existing law, regulation or authorisation to which she/it is subject, (b) result in the breach of or default under any agreement or other instrument to which she/it is subject, or (c) contravene any provision of its deed, statute, memorandum and articles of incorporation, or other constitutional documents; and 4.1.3 she/it will indemnify the other Party/Parties in respect of any breach of warranty and in respect of any loss, liability, claim or expense incurred by other Party/Parties by reason (whether direct or indirect) of any warranty being untrue, incorrect or misleading. 4.1.4 she/it will execute and deliver or cause the execution and delivery of such further instruments and documents and will take such other actions as any other party to the Agreement may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof. 5. CONFIDENTIALITY 5.1 The Parties undertake to treat all matters relative to the provisions of this Agreement as secret and confidential and not to disclose any such information without obtaining the prior consent of the other party; provided that disclosure of information required in terms of law shall not constitute a violation of this provision. 6. NOTIFICATION 6.1 Any notices to be sent in terms of this Agreement must be sent in writing by registered mail, at the addresses indicated above. 6.2 Any changes in the above details must be communicated immediately to the other party in writing. 7. SEVERABILITY 7.1 In the event that any of the terms, conditions or provisions of this Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provisions which shall continue to be valid to the fullest extent permitted by law. 7.2 The Parties bind themselves top substitute any terms, conditions or provisions of this Agreement which may be deemed to be invalid, unlawful or unenforceable. 8. AMENDMENT 8.1 The provisions of this Agreement may only be varied, amended or modified in any way by agreement reached in writing and signed by the Parties hereto. 3 EFTA00283716 09/0712014 20:47 IEG GmbH (FAX)00493030301636 P.0071054 9. COSTS 9.1 Each party shall bear their respective costs incurred or to be incurred in connection with this Agreement. 10. ENTIRE AGREEMENT 10.1 This Agreement constitutes and sets out the entire agreement between the Parties on the subject matter of this Agreement and supersedes any previous agreements, whether written or oral, which may have been entered into between the Parties hereto in relation to the subject matter of this Agreement. 11. INTERPRETATION 11.1 Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 12. COUNTERPARTS 12.1 This Agreement may be executed in any number of counterparts, and this has the same effect as if signatures on the counterparts were on a single copy of this Agreement. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement shall be construed in accordance with, and this Agreement and all claims and causes of action arising out of the transactions contemplated hereby shall be governed by, the substantive laws of Malta, other than conflict of law rules that would require the application of the laws of any other jurisdiction. 13.2 The Courts of Malta shall have the exclusive jurisdiction to determine all disputes arising out of or in connection with this Agreement, including disputes relating to the validity or otherwise of the same agreement. IN WITNESS WHEREOF the Parties have executed this Agreement, as of the day and year first above written: 4 EFTA00283717 09/07/2014 20:47 IEG GmbH (FAX)0 0493030301636 P.0081054 DEED OF A PRIVATE FOUNDATION Before me, Doctor of Laws [Name, Surname], a Notary Public, duly admitted and sworn, has personally appeared and identified himself in accordance with law by means of the hereunder mentioned official document: [Name of Founder], daughter of [Name of father and mot ("Mcluding her maiden Surname and if one or both are deceased add the word 'late:in:front of their name)] born in [name of town and Country/State if born in a cOuntripaher than Malta] and residing at [name of town], holder of passport nunibett ..] </ o (in this Deed referred to as the "Founder"). \t Capitalised terms used in this Deedhafr-the same in ,gs attributed to them in the Statute of the Foundation attacicethtii`thia dee is a document marked with the letter 'A' (in this Deed referred\ te"). /2" \ WHEREAS the Founderwishes to consti*te and establish and register a private foundation, for the Benetit of Beneficiaries. 7 *NN \ NOW THEREFORE, By virttke` opthis Deed, the Founder hereby irrevocably corking* and establishes ; -a foundation to be called the [NAME FOUNDk o N] (in this Deed referred to as the "Foundation") regulated by and in accordance*th the Laws of Malta, in particular the Second Schedule to the Civil Code, Chipke)y,siSteen (16) of the Laws of Malta, and in accordance with the rules contained in is Statute, which forms an integral part of the Deed. The Foundation shall be registered with the Registrar for Legal Persons and shall be vested with separate legal personality. The Foundation is being set up with an initial cash endowment in the amount of [amount in letters] ([amount in figures]). EFTA00283718 09/0712014 20:47 IEG GmbH TAX)0049303030163I P.OO9/054 The Founder hereby donates the said initial endowment by means of cheque number [number in word and figures] for the sum of [amount in words] ([amount in figures]) drawn on [Insert name of credit institution] and payable to [insert name of Foundation], a copy of which is hereto annexed as Document and instruct/s Notary Doctor [name] to hold the funds and apply them in accordance with the written instructions of the Administrators. Considering that the Administrators are authorised or not required to be authorized to act as administrators of a private foundatiOn,.Qn terms of article forty three (43) of the Trusts and Trustees Act, Chapter/thiee hundred and thirty one (331) of the Laws of Malta, the Founder appe:atinton this deed hereby exempts the undersigned Notary from the obligatien oi` egistering a note of enrolment in the Public Registry in terms of sW-atkae nine (0)434i-tide fifty (50) of the Notarial Profession and Notarial Arcluives Act‘ Chapter fiftyR.fiv (555) of the Laws of Malta. For all intents and purposes it ,is declared thatalks notarial deed creating a private foundation is inter alia regtdated by Part 1114 (three A) of the Notarial Profession and Notarial Archives \Act Chapter fifty i -hi;e?(55) of the Laws of • Malta, as well as by Articles sixty eight letter? (68M' and sixty eight letter B (68B) of the said law. , " A\ This deed has kelt done, read and publit.sh,pd by me the undersigned Notary after having explained the cAttents_thereof,‘ the appearer in accordance to law in Malta attifise-frnotary>Sykddressi. G. ‘1/4t // I 2 EFTA00283719 09/0712014 20:48 IEG GmbH (FAX)00493030301636 P.010/054 Document A STATUTE OF THE [insert name of Foundation] FOUNDATION (Constituted by Notarial Deed regulated by Part 111A (three A) of the Notarial Profession and Notarial Archives Act, Chapter fifty five (55) of the (INSERT DATE) published by (insert name of notary)) ARTICLE 1- INTERPRETATION AND DEFINITIONS A- , a) Except where the context otherwise requires;:tWollowing words and expressions shall have the following meanini$: "Administrator" means any pers<si appointed to\the, Board of # • ... Administrators in accordance wi eStatuta\ \ ../ •, ' ,,, ' -1/2\ o "Assets" means the assets described in Artklkt of the Statute; "Beneficiaries" mean the meml;:els,of the cls.;\41;iersons indicated as such in Annex 1 to this Statute•,apd suck other persons as may be added as a beneficiary in—accordance ittittkihe . 'psoyviesions of the Statute and \ applicable laW: , . „ v e .. \, 4. • \ • , "Board of Admintstrators" means frie board of administrators composed and,established in,itt pidance.Widit Article 8 of the Statute; -- _. e (* ••"Deed" means the die Records of Notary (.1 of the [s] by virtue of / 7 'whIch the Foundation iseStablished; "Foundation" meafts the '[name] Foundation' constituted and established by virtue caw:Deed; "Founder" means (re-insert full details of founder so as to make identity clear when statute is extracted from deed] and no person making an endowment subsequent to the constitution and establishment of the Foundation, even if the endowment is accepted by the Board of Administrators, shall be deemed to be a Founder; "Supervisory Council" means the persons at any time appointed as members of the Supervisory Council in terms of Article 11 of the Statute. 3 EFTA00283720 09/0712014 20:48 IEG GmbH TAX)00493030301636 P.0111054 "Statute" means this Statute; The term "herein" and cognate expressions refer only to the Statute. b) No regard shall be had to the heading or title of any Article or other document (however called) annexed to the Statute in construing any of its provisions; / • c) Except where the context otherwise requires, words denoting the singular include the plural and the masculine include t,lielfe,thinine and vice versa; < • \ \ Article 2 — Name, Registered Office and PliCe of Meagement • e. \ • i \ a) The name of the Foundation is the Ina4Fo;usilation". . , b) The place of administratiorivntmanagement4tbe Foundation shall be in Malta and the registered adsliesspf the Foundr,en is 171, Old Bakery Street, Valletta, VLT 1455 Maltkor sirlkliither acitlress in Malta as may be determined by,therBoard of AdSnietratord• time to time. 4 6 ..- • .\ \ • 1 % .., N_ • Article 3 — Purposes iinotobjeCts. _ ' // • - . \ —7- . • ?. a) a Fourtiia 'On, is a : 'vate foundation which enjoys a separate legal G an is'establi4j for the benefit of the Beneficiaries. b) The purposes anclictr objects for which the Foundation is being constituted and established ate the following: i. to subscribe4r or otherwise acquire the maximum number as allowed by law (or such other number as may be decided) of the shares, debentures, debenture stock or securities of any company or organisation and to pay all or any expenses incurred in connection with the formation, promotion and incorporation of any such company or organisation; ii. to exercise all and any rights vested in it by virtue of its holding of shares, debentures, debenture stocks or securities in a manner that is consistent with the purposes and objects of the Foundation; 4 EFTA00283721 09/0712014 20:48 IEG GmbH (FAX)00493030301636 P.012/054 ill. to acquire, hold and administer the Assets in accordance with this Statute and applicable law; iv. to acquire, own, hold and dispose of any other assets whether movable or immovable including shares, debentures, stock or other securities whether directly and in its own name or indirectly; v. to receive, manage, invest, administer and distributCany and all royalties, proceeds, dividends or other gains from any patents, shies, trademarks or other assets that the Foundation owns in termcof,s,Statute or applicable law for the benefit of the Beneficiaries; and ' • \ • „. • as vi. to carry out such activities as may betancilla to the ab objects eive`or ata may be .N. necessary or desirable to achieve te4 \/, c) Nothing in this Statute shall impose any*igation on the Foundation, or the Board of Administratorkteriquire into, o?fakeany action relative to or otherwise interfere or ir*iven:t in the management or conduct or business of any company in w1jch the kituldatioh holds any shares, or to otherwise enquire into the perkoriance 'of .afiy company in which the Foundation/hiplcs a ty sharel,,‘, PROVIDED THAT the Board of Administr‘tckia \or the, Toundationthap have the faculty to request from any person, intl*tinAlWithout lit,Otation, from the persons involved in thradirililistration\frianagement,or conduct of a company in which the ,FOUndationads shares, the following documentation relevant to any • ,ebn\ pany wherever resident or incorporated, to the extent that such doc4Ftentation is required for the purposes of exercising the powers and dutieciri relation .to the Foundation and its Assets, and is reasonably availablet*. ./ i. Copied of minutes and agendae of all Board of Directors' meetings and Director's reports of any company in which the Foundation holds shares and information as to how such company and the assets it directly or indirectly owns are being managed; ii. Copies of minutes and agendae of all Shareholders' meetings of any company in which the Foundation holds shares; Copies of the accounts of any company in which the Foundation holds shares and of any of its subsidiaries; 5 EFTA00283722 09/0712014 20:49 IEG GmbH (FAX)00493030301631 P.013/054 and shall be entitled to rely thereon in taking any decisions as shareholder in any company in which the Foundation holds shares from time to time, or in otherwise exercising its rights as shareholder. Article 4 - Legal Personality and Powers a) The Foundation has a separate legal personality. Its assets as well as its liabilities are distinct from those of its Founder, its arctin.istrators and its Beneficiaries. Nothing in the Statute shall be cast/rued or interpreted so as to hold or render the Founder, the Beneficiaraps;*Supervisory Council or any of the Administrators personally lialate for anY,clebts or liabilities incurred or obligations assumed by thebutuiation. , f b) The Foundation is a body corporatevitt veste4 with all tha powers that a legal person has in virtue of its\laal:ipeaonality. Tbr enable the Foundation to fulfil its purposes and obj t,s, it is hereby empowered, without limitation, but 'subject to the vrovisions of the Statute: a\ i. to manage and administer flee A9ets.:21,..therFoundation as may be determined by -the- ,Board of \A≤Inunistlators in accordance with the purposes andfObjedts,df,the Foundation; ii. ' ' N ( to receive grantsiSubg.diesk.contrib 'tons, donations and other gifts and to utilise,. invest, aiintinisi& anal tribute the same as the Board of „Adininistrator4deernslit, 74 iii. to purchase, take,oh lease, exchange, acquire by any title any property and any rights, privileges, hypothecs and easements over such property as is necessay to. car :On its activities and to accept gifts on such terms and on such secitriiyias shall be deemed necessary by the Board of Administratais; iv. to pay all or any expenses incurred in connection with the formation, promotion and incorporation of any company or organisation, or to contract with any person, firm or company to pay the same, and to subscribe for or otherwise acquire all or any part of the shares, debentures, debenture stock or securities of any such company or organization; 6 EFTA00283723 09/0712014 20:49 IEG GmbH (FAX)00493030301636 P.0141054 v. to hold and retain or sell, or otherwise dispose of or mortgage any shares, debentures, debenture stock or securities acquired; vi. to draw, make, accept, endorse, negotiate, discount, execute and issue negotiable or transferable instruments as may be necessary for the attainment of the purposes and objects of the Foundation, it being understood that the Foundation is prohibited from trading and carrying out commercial activities; vii. to sell, let, grant rights and privileges, dispose otor turn to account all or any of the property or assets of the Foundation;/' \`‘ •\ , , , .. . . . • viii. to obtain loans, overdrafts, credits arid-641%r finanrikel• \and monetary facilities and to otherwise borrow antf<aise oY ne in suakihanir as the Board of Administrators may deeth kaid to secure the repayinent of any money borrowed, raised or owing by pr\i‘vil‘ge,1\typothec oeby any such charge over the property of the Foundation.eth present and future; ix. to enter into any guarantee, \conked-of or suretyship and to indemnity' . 4' 1/2 • secure its obligations under sti t giiiifrrak_ indelimity or suretyship with hypothecs and/or privileges, ge4a1 and 3 ecial, over all its assets both present anditture;',' ',. \\ / ‘ 6: 4 \ X. to employ ancip:ky\arjiterson or persons to supervise, organise and carry • oust ,work of theYoundatIon;. 'f t \\ \ • :d.6 ter establish such ?;egregete C cells as necessary for the achievement of one or.i‘ site defined, purposes and which purposes are consistent with the aimaicridobjects of,the Foundation; • xii. to convert 100 trust; xiii. to meet all reasonable charges and expenses for the proper administration of the Foundation out of the disposable assets of the Foundation; and xiv. to generally do every act which is necessary or conducive to the foregoing or which is necessary in order to enable the Foundation to fulfil its aims and objects. 7 EFTA00283724 09/0712014 20:49 IEG GmbH TAX)00493030301636 P.0151054 PROVIDED THAT notwithstanding any powers of the Foundation contained in this Statute, these powers are granted subject to the limitations in applicable law, and the Foundation may not trade and may only carry out commercial activities as are allowed by the Second Schedule to the Civil Code. Article 5 — Term Unless otherwise wound up in accordance with the teri4is. of this Statute or applicable law, the Foundation is being established for. the period of 100 (one hundred) years or such other greater number of yeksa}:Napplicable law may, from time to time permit. S t \ , • / / \ Article 6 - The Assets of the Foundations . , a, .\\ a) The Assets of the Foundation include: i. the constitutive ass rkkriely the inttlayendowment made on the Deed; • ii. any other additional, *evocable, /endowments made to the Fotindation by the Fol.fnder or by third parties PROVIDED .7TIOt.,T the ht/tter are ac4ted by the Board of Administrators and\inaleelh ccordancevith the provisions of the Statute AND -FROVTIZED TTJIITIThi THAT no person making an enclawmatkubsecnient to the constitution and establishment of - / • • \ -„ the Foundation., even if the endowment is accepted by the Board of Adinfinistrators, shall be deemed to be a Founder or shall otherwise acquire any rights under this Statute; othrincome of and acquisitions by the Foundation. •••„,/, b) Creditors, sp‘:uses, heirs or legatees of the Beneficiaries shall only have rights, where applicable, limitedly to the extent of any Beneficiary's entitlement under the Foundation and shall have absolutely no other rights in relation to the assets of the Foundation. c) The initial endowment and all other Assets shall be applied in accordance with this Statute for the attainment of the purpose for which the Foundation is constituted and established: PROVIDED THAT nothing herein contained shall prevent the payment or performance in good faith 8 EFTA00283725 09/0712014 20:50 IEG GmbH (FAX)00493030301634 P.0161054 of its reasonable obligations and undertakings or the repayment of reasonable out-of-pocket expenses out of the Assets. d) The Founder may make additional endowments to the Foundation at any time in terms of law. Article 7 — Legal and Judicial Representation a) The legal and judicial representation of the Fb<iniaton shall vest in Member B of the Board of AdministratorSOMDED THAT in any matter which, in accordance with the proyis(ons of Statute, requires the decision of the Board of Adminis%ritokkting jointly& the legal and judicial representation of the Foun,c14tion irvelation to`SO,,intfters as provided for in this Statute, shall Vest4bintly icaylember A o e Board of Administrators and Member B of the Bba421,..of.Aaninistratort \ b) The Administrators shall ka4k.the right to delegate any or all of such powers of representation 'ether 'to.. any one (1) or more of the Administrators specifically or ,to a ,tiiitCparty,illy means of a power of attorney or a resolution or othei-cdOeCumerietftving like effect of the Board of Administr(tbr: PROVIrkED FURTHER THAT any resolution in writing signed. by k11) the Adirtiru't's,trators composing the Board of Administratorstthe time being Vigil be as valid and effective as if the samehad-been pa‘ed\ at a meetifig of the Board of Administrators duly .cOnvenece6nd held. \'., / Article 8 —1I4Ard of AdMihistrators • // a) The admirtiser ti on and management of the Foundation is vested in the Board of Administrators who shall manage the Foundation in accordance with the purposes and objects of the Foundation, and subject to the terms of the Statute and applicable law. b) Meetings of the Board of Administrators shall be held at the registered office or principal place of business in Malta except as otherwise agreed by the Administrators at any other location in Malta. At least four (4) meetings of the Board of Administrators shall be held every year. 9 EFTA00283726 09/0712014 20:50 IEG GmbH (FA/000493030301636 P.0171054 c) A quorum shall be validly constituted at meetings of the Board of Administrators, if both Member A and Member B of the Board of Administrators are present, whether in person or through their duly appointed alternate or proxy, at each such meeting. If no quorum is present at a duly convened meeting, the meeting shall be adjourned to another date being not less than 7 days from the date of the adjourned meeting. d) In the rare and unlikely event of an urgent meey/.4hich needs to be convened in the best interests of the Foundation'and its Assets, members of the Board of Administrators may exce0oqlly participate at the meeting by means of a telephone confere e<c(all link,pro,vided that at least one of the members of the Board of Ad ,intstritors is physically present at the Foundations' registered office in alta. , / . 1 , I " e) Subject to the other provisions of the S iuter tlie"Board of Administrators shall have absolute discretion to dete e, in accordance with the purposes and objects of theiftdation, how\b t to utilise the Assets. r / f) The Board of Administrato st4,..e.Olisist_,df one (1) Member A Administrator And-one (1) Meinla B kdipitilistrator. The person who appoints thfldmitiistkators in attordanoe with Article 10 of the Statute shall, at th/4 \ne of such appointrdint9detennine whether such member is a Member A`o<a,MOiber-13._ ,The first menibers ofth\E•Board of Administrators shall be — : . • • . -41 Ivisert mink] , hold'er of passport number [ ] - *ember A ofthe Board of Administrators; and (ii) Carielo Tpitees & Fiduciaries Limited, company registration numberic7880 — Member B of the Board of Administrators. h) The term of office of the Administrators shall end upon death, dissolution, resignation or removal from office in terms of this Statute, whichever is the earlier. g) i) The Administrators may resign from office at any time by notice in writing to the other Administrator and the Supervisory Council. 10 EFTA00283727 09/0712014 20:51 IEG GmbH AX)00483030301636 P.0181054 j) Subject to the provisions of the Statute, the Administrators shall administer and manage as a bonus pater familias, exercise the highest standards of diligence, act honestly and with utmost good faith and exercise the powers conferred upon them and carry out such fiduciary duties incumbent upon them by virtue of this Statute and applicable law. k) The Board of Administrators and any sub-committee shall regulate their own procedure. 1) Unless otherwise agreed by the Board of Adminietratori, an administrator is not entitled to participate at a meeting of the;Bb44. of Administrators by means of a telephone link or other electroniaink ' . k) Subject to the provisions of paragraph:1) beim,* the quortink'he,„ ry for the transaction of the business oeth( Board df...Administratota shall be one (1) Member B of the Board of Adminikraicsri.%. .• 1) Unless otherwise stated in `the Statute, matters axis, at any meeting or otherwise requiring a decisioil-by.,:llie. Board Of Administrators shall be decided by Member B of the Board qf AcZthinistrArs. ‘• N / m) Decisions on :the fdlloiVing mattes shall be taken jointly by Member A and Member B‘of thelkiard of Addilrdstrators in form of a written Board resolution: \ • \ • -• tie-acttiOnkeneumbrance, or disposal of any shares or interests /.. forming art of. .he Assets of the Foundation; the exercis of any, rights attached to any shares or interests •. acquired by and faming part of the Assets of the Foundation; •\ the transfek.pf any shares or interests forming part of the Assets of thrFound,tion; • the exe*se of any power to amend the Statute of the Foundation; • the exercise of any power as to the addition of persons as a beneficiary or beneficiaries or the exclusion of any Beneficiary from benefitting; • the exercise of any power to convert the Foundation into a trust; and • the exercise of any power or discretion relating to the decision as to which Beneficiary is to benefit, the quantity of any benefit, at what time and in what manner Beneficiaries are to benefit including the distribution of all or any part of the Assets of the 11 EFTA00283728 09/0712014 20:51 IEG GmbH TAX)00493030301636 P.0191054 Foundation to any one or more of the Beneficiaries, pursuant to Article 14 (b) of this Statute. n) The Board of Administrators shall have all the powers conferred by applicable law and by Statute. o) The Administrators shall be entitled to receive remuneration for the services they provide as Administrators as follows : .41\ euro • to Member A of the Board of Administrato‘i an 7 euro • to Member B of the Board of Admini ator“s„may be adjusted from time to time in accordance with ithe'sfr ndard apiilicable rates of Member B / • • I \ 4, b% in such amounts and in such manner a4tay/oe prescribed in the Statute or in any other agreement between the founder and the Administrator. ' • . Article 9 - Duties of the Board of AdWidatratqls.); . ,(4 • ". a) In the exer4ise al \their duties the Board of Administrators is considered tsbe\bound t ai the fid .assy obligations in terms of Article 1124A (one ttiousand:o hundred and twenty four letter 'A') of the CiviltbAchap\ter /6 (sixteert)...otthe Laws of Malta. b) #(.NThe duties oc,e\Board• sof7Administrators shall inter alia include the \ (17 • %. • , i. '4\ tccerisgre that the Foundation fulfils its lawful purposes as staSkin the Statute; ii. the administration of the day to day affairs and smooth running of the Foundation and to maintain possession, retention, control and safe keeping of the Assets of the Foundation, as well as ensuring strict compliance with the Statute and the provisions of applicable law; 12 EFTA00283729 09/0712014 20:52 IEG GmbH TAX)00493030301634 P.020/054 iii. to acquire under any title whatsoever, by utilising any Assets of the Foundation, any additional assets as may be necessary for the fulfilment of the purposes and objects of the Foundation; iv. to establish and determine such norms of conduct and operation as may be necessary, from time to time, for the honest, lawful, efficient and optimal running of the Foundation, in terms of the purposes and objects of the Foundation set out in this Statute; v. to establish and determine the m Orid extent that the Beneficiaries are to benefit, as <w$11 a34o, \establish any requisites for qualification .tc: adibenefifs,cincluding the power to modify or revoke suh requisites ,,and 4,,make distributions from time te tipiecfrorrahe Assets; vi. to keep proper books of accotints'and other records which properly and fully :reflect the opeiadOns and transactions of s . # the Foundation; 1./ vii. to do acts'..4, may conducive towards the pezeforrriarice\ of its f‘Inctions and the purposes of the dEatinclation; ' \\ ,Afi4.:7:to-subrdit aikaCeamt.oktlieir administration on relinquishing -the*. rnini ation and to deliver immediately all Assets of the Foundation :Which may be in his possession to the remaining and' or successor Administrators, on behalf of the N \ Foundci.. on; and ix. 4 \ q e all such corporate action and sign all such instruments and documents as may be necessary for the purpose of allowing or authorising the Foundation to exercise any act in the performance of its functions and purposes. 13 EFTA00283730 09/07/2014 20:52IEG GmbH CFA/000493030301636 P.021/054 Artide 10 - Appointment and Removal of Administrators a) The Administrators, other than the first Administrators appointed in this Statute, shall be appointed by the Supervisory Council: PROVIDED THAT any obligation of a regulatory nature is complied with. b) An Administrator may be removed by the Supervisory Council by means of a notice in writing to the Administrator who: i. is no longer permitted to hold such office i2-terms of law; ii. is convicted of any crime listed in titlesyvVI4M IX of Part II of Book First (lit) of the Criminal Code, ChapterlSline (9),,etthe Laws of Malta or similar crimes in other jurisdieffoik,Uere the, Foundation may have transferred its seat; iii. fails to declare a conflict of intsere0;, iv. is guilty of misconduct or gross misi;eh4viii11-; v. commits a dereliction_or breach of dut,pr fails to comply with any material provision of ibliStatute or withAlie applicable provisions of • law; or \A_ • • vi. in the opinion of the Sup.ervisaft.gounciyiis not performing to the standards expected or who' 'tees are crangidered excessive "t • In the caseCthe action' is intended 'Eo..b.e taken in order to remove an Administrator in teems cirthe.Statutwi notice in writing shall be sent to the Aar ator Whose reirtovall/li sought stating the alleged reasons fpf7'such reinOval and„stiEh. Administrator shall be provided with a irktsonable opportunity to defend himself and rebut the allegations and shalf:bcafforded a,£Or means to conduct his defence. The final tkebisionaiall be communicated in writing to the Administrator whose remON41isi.sought, and the reasons for the decision taken shall be stated. 4' Article 11-Supervisory Council a) The Founder hereby nominates, subject to their written consent [names and passport numbers] to be the first members of Supervisory Council of the Foundation. 14 EFTA00283731 09/0712014 20:52 IEG GmbH TAX)00493030301631 P.0221054 b) The term of office of the members of the Supervisory Council shall be for the whole term of the Foundation unless they die or resign or are otherwise unable to continue to perform their functions prior to the lapse of such term. c) If any member of the Supervisory Council dies or resigns or is otherwise unable to continue to perform his functions prior to the lapse of the term of the Foundation, a new member of the Supervisory Council shall be appointed by the Founder if alive at the time. If the,.2 der is not alive or is incapable of acting due to interdiction or incapacitation, the remaining members of the Supervisory Council shall hace.ke,,power to appoint a successor member, and where there are.rio, remaining members of the Supervisory Council to appoint new plenibs for any, lvason, within a period of one (1) month from w* . the vacancy in 4-ie\ffice of the Supervisory Council, any persdn \ aving \lawful inferpst in the Foundation may apply to the Maltec4\akurtS' for an order for the appointment of successor members of the'SuPerviscny Council. \ -`‘ -•\ d) The Supervisory Council shWhaye" the full aiith;;inty to inspect all and any documents and other mattkrs relate .to 9' Foundation and held or otherwise controlied,by the Boardeof Admin frators. e) The Bond of Admittrators shall require the Supervisory Council's consent before`ezcbrsitiq any pow.,/or discretion granted to the Board of Adngeirisatoks s of thiSSItafute or applicable law. #.47 , \ • 1 Article 12—\ Records, AeFountsfind Reports • a) The Board:,of Administrators shall prepare and keep proper books of accounts ind's)Carl record therein: i. the details of all moneys received and payments made by the Foundation; ii. the Assets held by the Foundation; and iii. the liabilities of the Foundation. 15 EFTA00283732 09/0712014 20:53 IEG GmbH (FAX)0049303030163I P.0231054 b) The accounts shall be closed once a year every year with effect from the end of the calendar year or such other period as may from time to time be determined by the Board of Administrators. c) The Board of Administrators shall prepare an annual report once a year, every year with effect from the end of the calendar year. Article 13 — Information .• a) The Board of Administrators shall, so far asis>lez@mable and within a reasonable time of receiving a request in kylkiting too at effect, provide full and accurate information as toz lhe's\ate and\ uilinpurit of the Foundation's Assets, including the accounts of the FounaatiOn ayd the conduct of the administration to: d / • ,' • the Supervisory Council; \ • subject to paragraph'belpw, the Foucterc. • subject to paragraph cXbelokt, the Beneficiarrs; and • any competent court; \ , t ‘‘,/, • b) Without dice prejt lopte rights oi`the Founcter under applicable law, the Board of AticanistratOrS will use ittbest endeavours to provide all such information, inchicling ceopies of doeLiments, which may be needed by the.F6Miabr for the,PurpOle ofthepersonal tax filings of the Founder. \ • c) The Berieficiarrecs shall nqt be informed that they may benefit under the Foundation and Shall 4 -tot be provided with full and accurate 'N- informstion as to i.he state and amount of the Foundation's Assets, includin, t Ohe accounts of the Foundation, until such time as the Board of Administrators shall have exercised their discretion in favour of any one of the liWneficiaries, provided that the right to information shall be limited to only such Beneficiaries in whose favour a discretion has been exercised from time to time as afore-said. d) Notwithstanding the provisions of paragraph letter (a) and (c) of this Article, the Board of Administrators, or any other person, shall not be required to disclose to any person any document or information relating to the Foundation which discloses the Administrator's deliberations as to the manner in which a discretion has been exercised or a duty was 16 EFTA00283733 09/0712014 20:53 IEG GmbH (FAX)00493030301636 P.024/054 performed, or which discloses the reasons for any particular exercise of a power, discretion or duty, or the material upon which such reasons might have been based and any information relating to the exercise or proposed exercise of such power, discretion or performance or proposed performance of duty. Article 14 - Beneficiary Entitlement and Related Provisiont A,„ a) A Beneficiary may not alienate, transfer (infieffiivivs).er causa moths) or otherwise assign or deal in his beneficial inteKest undeighis Foundation and a Beneficiary may not disclaim hisInferitit, or part\ig,his interest, under this Foundation. • ‘. / • \ I / 1 .&• b) The Board of Administrators actin joinIfy 'shall have absolute discretion to determine which Beneficiaris axe to benefit, the quantity • of any benefit, at what tine Intl_ in what manne,E Beneficiaries are to benefit. The following resteckibnOuici conditions, shall apply in this context: • '" • • 2 k • • • Beneficiaries of class A sh$1 receive up to [5] % of the annual post-tke:Kofitslof the Foundatio,n, or such higher amount as may be decided by,,,heBoard of Adn'tinistrators from time to time. The ::4eferrninafion\qf the-Beneficiaries within class A who are to receive )u,ch 21144bution.s, as well as the respective allocations 41, \,, among t\tl em, Shall :1)e subject to the discretion of the Board of if Administrators; •• • 141e founder has any future issue, the Founder as a Beneficiary of clase:13, may only benefit if there is a demonstrable, material and ,detrimental impact on the Founder's specific liquidity position and/or relative lifestyle at any time which is accepted as such by the co-administrators (in this clause 14 referred to as the "Hardship Causes"); • If the Founder does not have any future issue during the first fifteen (15) years from the date of establishment of this Foundation, the Founder as a Beneficiary of class D, may only benefit during such term in the event of any Hardship Causes. 17 EFTA00283734 09/0712014 20:54 IEG GmbH TAX)00493030301636 P.025/054 • During the period running between : (i) the lapse of fifteen (15) years and (ii) up to thirty (30) years from the date of establishment of this Foundation, the Founder as a Beneficiary of class D, may benefit as long as : (1) no future issue of the Founder would have been born from the date of establishment of this Foundation up to the time when a benefit is to be*cated; AND (ii) at least 15 % of the assets (cat4ilated as at the date when a benefit is to be allodlateds)'shall remain in the Foundation for a period bifthirty.(30) years from its date of establishment5,, \\, • During the period running Between : ' (i) the lapse of thirty (30) yezirs .%• L' (ii) up to one huniked (100) years\ from the date of estaNislunent of this Foundation, the Founder as a Beneficiary of class 4:tritybenefit as loirkg,as no future issue of the Founder would `have ,?pecat ism, from the date of establishment of this Fon4dition tipio;the time when a benefit is to be allacated.• • • If the FORnd.eridieswithoutany issue having been born prior to /se-5 liff7cleath,"the\Benficiaties of class A shall receive all benefits. The detaTinatiOn. of the Beneficiaries within class A who are to / • \ • _4,, 45: \ receive such distributions, the time as to when they shall receive \ such benefit* as Well as the respective allocations amongst them, shall be subject to the discretion of the Board of Administrators. • If the Fc4tder has any issue who were born prior to the time of her (teeth, the Beneficiaries of class B shall receive all benefits upon her death. The determination of the Beneficiaries within class B who are to receive such distributions, the time as to when they shall receive such benefits as well as the respective allocations amongst them, shall be subject to the discretion of the Board of Administrators. 18 EFTA00283735 09/0712014 20:54 IEG GmbH (FAX)00493030301636 P.O26/054 c) The Board of Administrators acting jointly shall have the power to add persons as beneficiaries or to exclude Beneficiaries from benefitting, in accordance with applicable law. d) The Founder shall not have the power to substitute, add or remove persons as beneficiaries having hereby irrevocably delegated these powers to the Board of Administrators. Article 15 - Indemnity a) i/' \ The Administrators on the Board of Adminiskators an .any such person or persons employed for the adrninistrjatiotho the FoWation, shall be indemnified by the Foundation against all\ liabilities arid, expenses incurred by them in or about thedischarge of their respectigerfunctions and duties except such as may arise froin\their own willful misconduct or negligence or breach of duty; • • - • Article 16 - Amendments to the Deed 'of FOUndation. a) Any amen dients to,tlie Statute shall be recorded in a public deed (namely a Notarial ee(regulatect by Part 111* (-three A) of the Notarial Profession and Notarial Arehives,(4401tafiterfiftyfi,ve(550). \\ - b) amend-rnefii^shalt4fect %he validity of anything lawfully done by the 6/-NBOard of Adminkstrators, rior to the date of such amendment, nor shall it affe\Cb. or interrupt lawfe progress ll acts in or lawful commitments made • and ntet fulfilled by the Board of Administrators. c) The Board• .01/Administrators with the prior written consent of the Supenrisorytouncil is hereby empowered to make any amendments to this Statute. If such amendments are required by the Registrar for Legal Persons or in terms of law for the purpose of registering the Foundation with the Registrar for Legal Persons or for the purposes of correcting any typographical or other errors in the Deed or the Statute, the consent of the Supervisory Council shall not be required. 19 EFTA00283736 09/0712014 20:54 IEG GmbH TAX)00483030301636 P.0271054 d) The Founder shall not have the power to amend this Statute having hereby irrevocably delegated the power to amend this Statute to the Board of Administrators acting jointly. e) Whenever any amendments are made to this Statute, the Statute shall be restated in such a manner so as to consolidate all amendments that would have been made up to that date and the restated Statute shall be attached to the public deed mentioned in paragraph (a) above. / c. Article 17- Termination, Dissolution and Winding tip , a) Where the period fixed for the duration tikihe FouAtiatiT expires, the Foundation shall be wound up without wilue delay \y, the Board of , Administrators. as. •• \ \ .• •\ / b) Where the Foundation wound up, 'any \ residual assets after the satisfaction of any proper EMI liabiliti hall be distributed to any one or more of the Beneficiirtet-oehe,Foundatioh,A such shares as the ,.. - Board of Administrators shakin its lute . cretion determine but subject to the restrictions indicagilriartide 1,46) hereof. \‘' N • -7 Article 18 - Applicable Law. n' • • a) ,,Tfrie Foundatkon.,shallkesubject to the laws of Malta. b) Should any litigation Er dispute between any Beneficiary, Founder, merbehef the Supervisory Council, the Foundation or any Administrator thereolarite, thelpiarties to the dispute shall make every reasonable effort to resolve'the' tifspute amicably by conducting negotiations in good faith. If the disputg is not resolved to the satisfaction of all parties, any such dispute shall be decided solely by the competent courts of Malta in terms of applicable law. 20 EFTA00283737 09/07/2014 20:55 IEG GmbH (FAX)00493030301636 P.0281054 AlsM S The Beneficiaries of the [name] Foundation are: • Foundations, or corporations, or trusts, or other entities recognized by the laws at their place of incorporation or domicile as charitable (charitable organisations) (class A); [tbd] • the Founder's future issue, whether now living- oar born hereafter , • and their descendants (class B) • the Founders mother, nephews and` 4 eces, whether now living or born hereafter and their descendants Class C);, /„. • ' • / .691 Provided that Beneficiaries shalltnot include an)r, person who is born hereafter through a Medically Assisted Procreation as defined`below. -t For the purposes of this Annex: • e/' \. "Embryo" means y.lie Worganism at results from the fertilisation of a human egg cell by- a‘humanIerm cell whiclyis capable of developing and shall further include each14129101'celLremoy9cifrom a human embryo or otherwise producecktriat yeass,innecl, to be -able-to,divide and to develop as a human being ,th under e appropriate conditions. • • \ • ' "Medically\ sisted Propreatiorigt means that process whereby an Embryo would develop falki?fing the bringing together of gametes, which process would have been aided or •aciaisted/by means which go beyond the workings of the natural process, and whiek4cludes all types of intervention, be they intracorporeal or extracorporeal tharhelp the bringing together of gametes, and their implanting or the implanting of the Embryo that could have developed from this intervention within the reproductive system of the female. • the Founder (class D) ie • \ f \ \ 21 EFTA00283738 09/07/2014 20:55 IEG GmbH (FAX)00493030301636 P.029/054 DEED OF A PRIVATE FOUNDATION Before me, Doctor of Laws [Name, Surname], a Notary Public, duly admitted and sworn, has personally appeared and identified himself in accordance with law by means of the hereunder mentioned official document /N, [Name of Founder], daughter of [Name of father and moan-including her maiden Surname and if one or both are deceased add the word 'Iate1,1<front of their name)] born in [name of town and Country/State if born in a ap;rntry\o\illet< than Malta] and residing at [name of town], holder of passport nurrilT[,..] •••, \ • \ .3, (in this Deed referred to as the "Founder"). \ `, • u' ,c, • y \ ' , \ , ... Capitalised terms used in this DeeSaYe-tbe same meittings attributed to them in the Statute of the Foundation att l'i-ed, to this dee( is a document marked 4 with the letter 'A' (in this Deed refe ,to-asthea/tiite"). • / ‘, f & • ' WHEREAS the kurider wishes to constEgite and establish and register a private foundation, for the be,t*.fit of Beneficiaries., / . ' • ‘, ' N \\\ NOWITHEREFORE,, by virtue' ofrthis Deed, the Founder hereby irrevocably constituktt., and establishes 6.6 foundation to be called the [NAME FOUNDATION] (in this Reed referred to as the "Foundation") regulated by and in accordance ,With the Laws of Malta, in particular the Second Schedule to the Civil Code, Chipter..a#en (16) of the Laws of Malta, and in accordance with the rules contained in pis Statute, which forms an integral part of the Deed. The Foundation shall be registered with the Registrar for Legal Persons and shall be vested with separate legal personality. The Foundation is being set up with an initial cash endowment in the amount of [amount in letters] ([amount in figures]). 1 EFTA00283739 09/0712014 20:55 IEG GmbH TA)000493030301636 P.O3O/054 The Founder hereby donates the said initial endowment by means of cheque number [number in word and figures] for the sum of [amount in words] ([amount in figures]) drawn on [Insert name of credit institution] and payable to [insert name of Foundation], a copy of which is hereto annexed as Document [...], and instructs Notary Doctor [name] to hold the funds and apply them in accordance with the written instructions of the Administrators. Considering that the Administrators are authorised or not required to be authorized to act as administrators of a private foundatiok in terms of article forty three (43) of the Trusts and Trustees Act, Chaptert‘e himdred and thirty one (331) of the Laws of Malta, the Founder appeking\ on this deed hereby exempts the undersigned Notary from the obligkkri of ,reVstering a note of enrolment in the Public Registry in terms of sul‘-aiticie nine (9)O article fifty (50) of the Notarial Profession and Notarial Arc,1Oes Act •••Chapter fifty flve (§5) of the Laws of Malta. N • \ For all intents and purposes It 4s declared thal...thiHs notarial deed creating a private foundation is inter alia retilate,c1,..by Part Tfl*(three A) of the Notarial Profession and Notarial Archives Acte,ctrapter fifty.`0,-et(55) of the Laws of Malta, as well as by Articles sixty eight li,er:A-(6844( and sixty eight letter B (68B) of the said law. , e i s•• c.. This deed has beei<done, reeld and publishpd by me the undersigned Notary after having explained the ckitents thereto the appearer in accordance to law in Malta ticiii.s —irrnotaryte•atiiiresi].. • • \ c.c :••• /7' of <. \ • 'I- • 2 d>,/ EFTA00283740 09/0712014 20:56 IEG GmbH TAX)00493030301636 P.0311054 Document A STATUTE OF THE [insert name of Foundation] FOUNDATION (Constituted by Notarial Deed regulated by Part 111A (three A) of the Notarial Profession and Notarial Archives Act, Chapter fifty five (55) of the (INSERT DATE) published by [insert name of notary)) ARTICLE 1- INTERPRETATION AND DEFINITIONS ,•• /// bk• a) Except where the context otherwise requiresf,tkOollowing words and expressions shall have the following meanings: \\ \ \ ‘• • "Administrator" means any persOn appointed to \the Board of p Administrators in accordance wit;tikeSkatutel‘ `,„ `\,j'` "Assets" means the assets described in *de 6 of the Statute; "Beneficiaries" mean the niernliels,of the class byliersons indicated as such in Annex 1 to this StatuteOnd O Other perions as may be added as a beneficiary in accordance iiItlythe ‘praigions of the Statute and applicable 10- ' , , d., \ t I "Board of AilministraVors" meansOe board of administrators composed anctestablished in ac/eCOidanceiniiV ' Artide 8 of the Statute; , N \ , .0.1"De;Ith "mepant,tha . deed\ifilli, e Records of Notary 161 of the po] by virtue of \\\ '71,ii e oun ation iss‘tablished; -., N "Foundation" m us the '[name] Foundation' constituted and established by virtueX the/ eed; "Founder" means [re-insert full details of founder so as to make identity clear when statute is extracted from deed] and no person making an endowment subsequent to the constitution and establishment of the Foundation, even if the endowment is accepted by the Board of Administrators, shall be deemed to be a Founder; 3 EFTA00283741 09/0712014 20:56 IEG GmbH (FAX)0049303030163I P.0321054 {"Protector" / "Supervisory Council"' means the persons at any time appointed as a [Frotcctor / as a members of the Supervisory Councill in terms of Article 11 of the Statute. "Statute" means this Statute; The term "herein" and cognate expressions refer only to the Statute. b) No regard shall be had to the heading or title of Any Article or other document (however called) annexed to the Statute-in co-tistruing any of its provisions; . N c) Except where the context otherwise reqi.jirel„Words demo • the singular include the plural and the masculine include the feminine versa; • Article 2 — Name, Registered Office and Place alVianagement • o a) The name of the Foundationls.the [name] Foundatuin". b) The place of administration andlnartagement•bf the Foundation shall be in Malta and the registered addresb\ of the Foundation is 171, Old Bakery Street, Vallett*seYLT 1955 Malta or. -au* other address in Malta as may be determined by the.Bokict olAdminrntrators from time to time. • A-rticie 3.7 Purposes 'irtd,objects • \. a) The `Foundation is; a private foundation which enjoys a separate legal persoalitYHand is,established for the benefit of the Beneficiaries. b) The purposes and/or objects for which the Foundation is being constituted and established are the following: i. to subscribe for or otherwise acquire the maximum number as allowed by law (or such other number as may be decided) of the shares, debentures, debenture stock or securities of any company or organisation and to pay all or any expenses incurred in connection with the formation, promotion and incorporation of any such company or organisation; 4 EFTA00283742 09/0712014 20:56 IEG GmbH TAX)0049303030163I P.0331054 ii. to exercise all and any rights vested in it by virtue of its holding of shares, debentures, debenture stocks or securities in a manner that is consistent with the purposes and objects of the Foundation; iii. to acquire, hold and administer the Assets in accordance with this Statute and applicable law; iv. to acquire, own, hold and dispose of any other assets whether movable or immovable including shares, debentures, stock or other securities whether directly and in its own name or indirectly; /./ / v. to receive, manage, invest, administer and d"butehy and all royalties, proceeds, dividends or other gains from }!'.patents, shqesctrademarks or other assets that the Foundation owns, terms of this Stailiktor applicable / • %, law for the benefit of the Beneficiaries• And vi. to carry out such activities..as may be andilIey to the above or as may be necessary or desirable to achlive-the above alii4and objects. c) Nothing in this Statute shall in`Rose;anypbligation on the Foundation, or the Board of Acirnini.strators, to fjuire irabijor take any action relative to or otherwisiiiiteride \ or interv*e in the management or conduct or business claky• company in whichtie;Foundation holds any shares, or to otherwise enqu4A,inyothe perfoppince of any company in which the FourCdatio. ,holds, `any `shares( PROVIDED THAT the Board of Adminisi-ratori-or the,Founclation shall have the faculty to request from .phy, person, iikliicling, Wiyhout limitation, from the persons involved in the administration management or conduct of a company in which the Foundai n holds. shares, the following documentation relevant to any conipariy,7wher,ter resident or incorporated, to the extent that such documeneatiiitcis required for the purposes of exercising the powers and duties in relation to the Foundation and its Assets, and is reasonably available: i. Copies of minutes and agendae of all Board of Directors' meetings and Director's reports of any company in which the Foundation holds shares and information as to how such company and the assets it directly or indirectly owns are being managed; ii. Copies of minutes and agendae of all Shareholders' meetings of any company in which the Foundation holds shares; 5 EFTA00283743 09/0712014 20:57 IEG GmbH TAX)00493030301636 P.0341054 iii. Copies of the accounts of any company in which the Foundation holds shares and of any of its subsidiaries; and shall be entitled to rely thereon in taking any decisions as shareholder in any company in which the Foundation holds shares from time to time, or in otherwise exercising its rights as shareholder. Article 4 - Legal Personality and Powers a) The Foundation has a separate legal personally:, Its assets as well as its liabilities are distinct from those of its FoundeWita'Administrators and its Beneficiaries. Nothing in the Statute shall bettrstraector interpreted so as to hold or render the Founder, the Benefidaria, the Protector Supervisory Council or any of the Administratpts persopally liable Ic€arty,debts or liabilities incurred or obligations assumed by t.t e,Foundation, b) The Foundation is a body corporate and fs*ested with all the powers that a legal person has in virttie.:.4 its legal . To enable the Foundation to fulfil its puiposed.,itud pbjects, itls hereby empowered, without limitation, but subject to. proVisions of the Statute: i. to manage ,and administer the assets of the Foundation as may be determineif.Sy„ the Board of Administrators in accordance with the purposes and bbitictsitthe. pAuld4on; ii. .to• receive. grants' subsidies, contributions, donations and other gifts and to /411ilise, invest, ..*:iminist4/and distribute the same as the Board of Adroinistrators deans fit iii. to purehtief takesOn lease, exchange, acquire by any title any property and any righti4ibilleges, hypothecs and easements over such property as is necessary tofearry on its activities and to accept gifts on such terms and on such security as shall be deemed necessary by the Board of Administrators; iv. to pay all or any expenses incurred in connection with the formation, promotion and incorporation of any company or organisation, or to contract with any person, firm or company to pay the same, and to subscribe for or otherwise acquire all or any part of the shares, debentures, debenture stock or securities of any such company or organization; 6 EFTA00283744 09/0712014 20:57 IEG GmbH (FAX)00493030301636 P.0351054 v. to hold and retain or sell, or otherwise dispose of or mortgage any shares, debentures, debenture stock or securities acquired; vi. to draw, make, accept, endorse, negotiate, discount, execute and issue negotiable or transferable instruments as may be necessary for the attainment of the purposes and objects of the Foundation, it being understood that the Foundation is prohibited from trading and carrying out commercial activities; is vii. to sell, let, grant rights and privileges, dispose,15f# turn to account all or any of the property or assets of the Foundation; • • •-"\ A \ viii. to obtain loans, overdrafts, credits (and otter financial ..,knd oneta facilities and to otherwise borrow%ang‘raye money in such InS w ry er as the Board of Administrators may deem fit'acia•t)sethre the repiyment of any money borrowed, raised or owing by privilege, hypothec or by any such charge over the property cite -Foundation botlypressrit and future; ix. to enter into any guarantee, Ontract,of indemnity or suretyship and to secure its oblig.ations.under su4.6tarante-e; indemnity or suretyship with hypothecs an/d/or privileges, genecral and special, over all its assets both present arid-future; - • x. to earipkof aztd pay\ab.y person-oppersons to supervise, organise and carry ,fiuf the wdrk &the Foundation; \ xi. to•eptablish such \segregafed cells as necessary for the achievement of one or inckPe \defined ;purposes and which purposes are consistent with the aims and abjects.oi the Foundation; „. • ? . xii. to convert into a trust xiii. to meet all reasonable charges and expenses for the proper administration of the Foundation out of the disposable assets of the Foundation; and xiv. to generally do every act which is necessary or conducive to the foregoing or which is necessary in order to enable the Foundation to fulfil its aims and objects. 7 EFTA00283745 09/0712014 20:58 IEG GmbH (FAX)00493030301636 P.0361054 PROVIDED THAT notwithstanding any powers of the Foundation contained in this Statute, these powers are granted subject to the limitations in applicable law, and the Foundation may not trade and may only carry out commercial activities as are allowed by the Second Schedule to the Civil Code. Article 5 — Term Unless otherwise wound up in accordance with the tertiti‘e this Statute or applicable law, the Foundation is being established foicthe period of 100 (one hundred) years or such other greater number of yeins„aS‘applicable law may, from time to time permit. '%, ' `, ' . ,„. , • •-•-% \ \ 4 N N ; , it. • -• Article 6 - The Assets of the Foundation/- . \\ / ,. ‘,. \‘,..,..• -3, d a) The Assets of the Foundatign include: \,,, '••• ' - , . , \\ „, ,.. .\ . $ i. the constitutive asse4s, xi** the initil/endowment made on \ • -..., , - the Deed; , . . •:, ',7 .--. / ii. any ,other additional .iiirevocablyendowments made to the Fptiridation: by the Fodder or 'by third parties PROVIDED ARM: the latter are accepted by the Board of Administrators \ • ' 1 and maide/iA accordancevyzitti the provisions of the Statute AND - ..'papyri:4Q FURTHER THAT no person making an / ..... , \ ..„. c, , ' endo'cirm en ksulzsequent to the constitution and establishment of , . the Fofindatian; even if the endowment is accepted by the Board ' , \ of Ach‘iibistratOrs, shall be deemed to be a Founder or shall ,.,`,Notherwise acquire any rights under this Statute; iii. \'`. ell othervincome of and acquisitions by the Foundation. b) Creditors, spouses, heirs or legatees of the Beneficiaries shall only have rights, where applicable, limitedly to the extent of any Beneficiary's entitlement under the Foundation and shall have absolutely no other rights in relation to the assets of the Foundation. c) The initial endowment and all other Assets shall be applied in accordance with this Statute for the attainment of the purpose for which the Foundation is constituted and established: PROVIDED THAT nothing herein contained shall prevent the payment or performance in good faith 8 EFTA00283746 09/0712014 20:58 IEG GmbH TAX)0049303030163I P.0371054 of its reasonable obligations and undertakings or the repayment of reasonable out-of-pocket expenses out of the Assets. d) The Founder may make additional endowments to the Foundation at any time in terms of law. Article 7 — Legal and Judicial Representation a) b) . , • • The legal and judicial representation of tl*Po ,mdation shall vest in Member B of the Board of Administrator, PROVIDED THAT in any matter which, in accordance with the proVis.ions of this 'Statute, requires the decision of the Board of Admirti‘tlators,acting jointly, the lsgal and judicial representation of the Foundation in relation to suC53 inatters as provided for in this Statute, shall vest ibiritly5irAmber A of 'the Board of Administrators and Member B of the Boaragxkdministrators. The Administrators shall he/6' -thel.right to delegate any or all of such powers of representation either ,to<aily eye (1) or more of the Administrators,specifically or tdifrthird pry by means of a power of attorney or a-resolirK6n, or other dOcumenehaving like effect of the Board of Adm- AND PROVIDED13URTHER THAT any resolution in writing by . the., 4kdriststrators composing the Board of Aceators fOr.,,thetinie-beitig shall be as valid and effective as if the sine had been pasSed at a meeting of the Board of Administrators duly . convenedand held. •12 1 Article 8 — BoarilAiimin i/ istrators 6 a) The administration and management of the Foundation is vested in the Board of Administrators who shall manage the Foundation in accordance with the purposes and objects of the Foundation, and subject to the terms of the Statute and applicable law. b) Meetings of the Board of Administrators shall be held at the registered office or principal place of business in Malta except as otherwise agreed by 9 EFTA00283747 09/0712014 20:58 IEG GmbH TAX)0049303030163I P.O38i054 the Administrators at any other location in Malta. At least four (4) meetings of the Board of Administrators shall be held every year. c) A quorum shall be validly constituted at meetings of the Board of Administrators, if both Member A and Member B of the Board of Administrators are present, whether in person or through their duly appointed alternate or proxy, at each such meeting. If no quorum is present at a duly convened meeting, the meeting shall be adjourned to another date being not less than 7 days from the,date of the adjourned meeting. . d) In the rare and unlikely event of an urgenyneetmg which needs to be convened in the best interests of the Foundatibn and its Assets, members of the Board of Administrators may excepitionall kb at? at the meeting by means of a telephone cOnf erice calllink /that at least one of the members of the Board of AdanihistfiatOis is physica y present at the Foundations' registered office in Malta., e) Subject to the other provisions, of .the;Statute, the. Board of Administrators shall have absolute discretiOn. to .24ei,eiirtine,An accordance with the purposes and objects ,of the Fountaafion, holy best to utilise the Assets. f) The Board of,..Administrators sh411.7consist of one (1) Member A Administrator 'and one (1.). Membey43 Administrator. The person who appoWts the Adidinistraters in accordance with Article 10 of the Statute s all, at the,ffincoa-uch,appointment, determine whether such member „ -kMember A•OfaMeiribei13. g) TheStmembers of the Board of Administrators shall be — : • 1/4, • „. (i) jinseif1/4,,t)tiniel holder of passport number [ Member A of the Board of Administrators; and (it) Ganado Trustees & Fiduciaries Limited, company registration number C788O — Member B of the Board of Administrators. h) The term of office of the Administrators shall end upon death, dissolution, resignation or removal from office in terms of this Statute, whichever is the earlier. 10 EFTA00283748 09/0712014 20:59 IEG GmbH TAX)0049303030163I P.0391054 i) The Administrators may resign from office at any time by notice in writing to the other Administrator and the [ProtcctoOSupervisory j) Subject to the provisions of the Statute, the Administrators shall administer and manage as a bonus pater families, exercise the highest standards of diligence, act honestly and with utmost good faith and exercise the powers conferred upon them and carry out such fiduciary duties incumbent upon them by virtue of this Statute and applicable law. k) The Board of Administrators and any sub-94:114ee shall regulate their own procedure. I) Unless otherwise agreed by the Boarcl.bf Administrators, art administrator is not entitled to participate at a meetirigf the Board of Administrators by means of a telephone link or other elecfrcMicaiiik.% k) Subject to the provisions orpatagfaph 1) belor.,41tc quorum necessary for the transaction of the busineS-of the. Board oNAclministrators shall be one (1) Member B of the Board*€ Adininistr:ator,$)?' / 1) Unless othe,rtirise staff .4 in the StXtute, matters arising at any meeting or otherwise:teqiiiring :decision by"thetl3oard of Administrators shall be decided by Mernberll of the Iloard diAdministrators. • m) on the fotio ng matters shall be taken jointly by Member A ;gild Member tkotthe BOard .;.of Administrators in form of a written Board reSplution: the acquisition, encumbrance, or disposal of any shares or interests ibritting part of the Assets of the Foundation; • the `I' eiefrise of any rights attached to any shares or interests acquired by and forming part of the Assets of the Foundation; • the transfer of any shares or interests forming part of the Assets of the Foundation; • the exercise of any power to amend the Statute of the Foundation; • the exercise of any power as to the addition of persons as a beneficiary or beneficiaries or the exdusion of any Beneficiary from benefitting; • the exercise of any power to convert the Foundation into a trust; and 11 EFTA00283749 09/0712014 20:59 IEG GmbH TAX)0049303030163I P.0401054 • the exercise of any power or discretion relating to the decision as to which Beneficiary is to benefit, the quantity of any benefit, at what time and in what manner Beneficiaries are to benefit including the distribution of all or any part of the Assets of the Foundation to any one or more of the Beneficiaries, pursuant to Article 14 (b) of this Statute. Arreselutien-in-weiting-signed-by-Member-A-and-Member-43-&-the-Beefiet ef-Adaisietcatere-shall-be-wilid-and-effeetne4- en-passed-at-a ineeting-ef-the-Heat1/44-ef-Astatthiseaters-duly-esSied4i‘d-held, cc, = ' \\ ;` n) The Board of Administrators shall have alli the pokers conferred by applicable law and by Statute. ' • o) The Administrators shall be entitled' to re;iye reatuneraWfor the services they provide as Admirdstratot:141oPeiwg-: euro • to Member A of the Baird .of Administrators; and euro • to Member B of the Board of 4cb,riblistrSors, as may be adjusted from time to time in accordanie "kith the ,standard applicable rates of Member y" /:: in such amountiluidin 'stic,h rnannerias may be prescribed in the Statute or irilnY.Other agreement between the founder and the Administrator. Article 9 r Duties of the Boarded Administrators • a) In the exercise ,of their duties, the Board of Administrators is considered \ tote bound by the fiduciary obligations in terms of Article 1124A (oneetiousand one hundred and twenty four letter 'A') of the Civil Code, Chapter 16 (sixteen) of the Laws of Malta. b) The duties of the Board of Administrators shall inter alia include the following: 1. to ensure that the Foundation fulfils its lawful purposes as stated in the Statute; 12 EFTA00283750 09/07/2014 21:00 IEG GmbH TAX)00 493030301636 P.0411054 ii. the administration of the day to day affairs and smooth running of the Foundation and to maintain possession, retention, control and safe keeping of the Assets of the Foundation, as well as ensuring strict compliance with the Statute and the provisions of applicable law; iii. to acquire under any title whatsoever, by utilising any Assets of the Foundation, any additional assets as may be necessary for the fulfilment of the purposes and objects &the Foundation; / iv. to establish and determine such/liore \ of conduct and operation as may be necessaryA im time to time, for the honest, lawful, efficient and- -•op)dmal rifl ing of the Foundation, in terms of .de purposes and objects of the "i• Foundation set out in this-Statµte; / • -44.. v. to establish andt4etermine the'rnanner and extent that the Beneficiaries are\ t6 -benefit, as - .T‘11, as to establish any requisites for qualOcatiOti- to such ber2efits, including the power to modify br rey/Oki"Thu.ch,qequisites and make distributions from time,t‘time froyt'the Assets; vi. afo4ceep prcipkr books o? \accounts and other records which properly, O4 -fully reflect the operations and transactions of di - 'the,Forirk on; ' 6,.. vii. to coq 'all such, acts as may be conducive towards the \ • perforrnatice "of its functions and the purposes of the • Foundation; viii. to binit an account of their administration on relinquishing th administration and to deliver immediately all Assets of the Foundation which may be in his possession to the remaining and or successor Administrators, on behalf of the Foundation; and ix. to take all such corporate action and sign all such instruments and documents as may be necessary for the purpose of allowing or authorising the Foundation to exercise any act in the performance of its functions and purposes. 13 EFTA00283751 09/07/2014 21:00 IEG GmbH TA 1)00493030301636 P.0421054 Article 10 — Appointment and Removal of Administrators a) The Administrators, other than the first Adirtiiiiskiato\rs appointed in this Statute, shall be appointed by the {Sniaervisc?ry, council: PROVIDED THAT any obligation of4- reglatory na.tuT is complied with. b) An Administrator may be removed bY-tkie•Sfape tiVisory CouriciliPeeteetee by means of a notice in writing to the Administrator who: , . i. • • • is no longer permitted tiiholkalic.11 office irtt5rms of law; ii. is convicted of any crime listed in- titres. VI'and IX of Part II of Book First (1") of thecriminal aide; thapter;Wine (9) of the Laws of Malta or similiri crinie,edn other jurisdictions where the Foundation may have'traris£erredcts seat; iii. fails to de.k4re alcdalictof int rest; iv. ,.<1.1Eililtyof Misdondu& or-gross misbehaviour; Ary commits kdereliction or breach of duty or fails to comply with any cf: , material pro‘visioiit4liis Statute or with the applicable provisions of "\ • law; or . e-,`" vi. opirdpn of the {Supervisory Council/44*a} is not PerkSrming le the standards expected or whose fees are considered exceStive,,/- In the case that action is intended to be taken in order to remove an Administrator in terms of the Statute, a notice in writing shall be sent to the Administrator whose removal is sought stating the alleged reasons for such removal and such Administrator shall be provided with a reasonable opportunity to defend himself and rebut the allegations and shall be afforded a fair means to conduct his defence. 14 EFTA00283752 09/0712014 21:00 IEG GmbH TA/000483030301636 P.0431054 The final decision shall be communicated in writing to the Administrator whose removal is sought, and the reasons for the decision taken shall be stated. Article 11 —PreteeteriSupervisory Council a) The Founder hereby nominates, subject to its-theirwritten consent Inameg Pfeteeterairst members of Supervisory Council of theYounclation. / s. • b) The term of office of the members of\the. Supervisory Council shall be for the whole term of the Foundation iinless2they die or resign or are otherwise unable to continue to perform'ih@ir\functions prior to the lapse of such term. c) If any member of the Supervisory COunCllithelfeteetergieLot resigns or is otherwise unable to continue.tci.perforirichis its-functions prior to the lapse of theaenn o&the Foundailr, a new member of the Supervisory Council Ffete:pter---halrbe appointed by the Founder if alive at the time. If the Founder il,not, alloy or is incapable of acting due to interdiction or inc,apialation, the. remaiiiirig, metabers of the Supervisory Council last af*einteal42reieetehiill have the power to appoint a successor member, :and where there'are no,reniaining members of the Supervisory Councilit iike_b4appetateiii4feteeter to appoint new members a etteelmStPretieetertfor any reason, within a period of one (1) month from when thetscanOr in the office of the Supervisory Coar-fifst erase, any pecon having a lawful interest in the Foundation may apply to the Maltese/Courts for an order for the appointment of a—successor members of the Supervisory CouncilPfeteeter. d) The 12feteeteriSupervisory Council shall have the full authority to inspect all and any documents and other matters relating to the Foundation and held or otherwise controlled by the Board of Administrators. 15 EFTA00283753 09/0712014 21:01 IEG GmbH (FAX)00493030301636 P.044/054 e) The Board of Administrators shall require the fl2reteetete-thiSupervisory Council's consent before exercising any power or discretion granted to the Board of Administrators in terms of this Statute or applicable law. Artide 12 — Records, Accounts and Reports a) The Board of Administrators shall prepare and keep. proper books of accounts le—seeerdanee--with—Maltese—GAAP74 144—.krid shall record therein: ^ •N i. the details of all moneys receiired...,aad payritcrits' made by the Foundation; ii. the Assets held by the Foundati6n;*id% the liabilities of the.Foundation. CN, b) The accounts shall be closed once affeaCevery year with effect from the end of the calendar:ye,ar or such• ther periOkbas may from time to time be determined,J4'the Board of Administrators. RIM} c) The Board of Adininikitators• shall priepare an annual report once a year, everlYediwith affecifrOii-Cthe.end of the calendar year. ftbdI , Artide 13;-Irtformatioil ' lajaj_The Board 'of Administrators shall, so far as is reasonable and within a reasonable tine of receiving a request in writing to that effect, provide full and accurate information as to the state and amount of the Foundation's Assets, induding the accounts of the Foundation and the conduct of the administration to: • the PreteeteffSupervisory Council; • subject to paragraph b) below, the Founder; • subject to paragraph c) below, the Beneficiaries; and • any competent court; 16 EFTA00283754 09/0712014 21:01 IEG GmbH TAX)00 493030301636 P.0451054 b) Without prejudice to the rights of the Founder under applicable law, the Board of Administrators will use its best endeavours to provide all such information, including copies of documents, which may be needed by the Founder for the purpose of the personal tax filings of the Founder. c) The Beneficiaries shall not be informed that they may benefit under the Foundation and shall not be provided with full and accurate information as to the state and amount of the Foittion's Assets, including the accounts of the Foundation, until 4ch time as the Board of Administrators shall have exercised their clOcretion in favour of any one of the Beneficiaries, provided that the rig T to.<1tifrmation shall be , , \ limited to only such Beneficiaries in w favour /hOe- a discretion has been / exercised from time to time as afore-fszitd. ', V. N' '/ . d) Notwithstanding the provisions of paiaglap,If letter (a) and"(c) of this • .., Article, the Board of Administrators, or any other person, shall not be required to disclose to any pethon any docuniNltor ii/ormation relating to the Foundation which disklases:the.Administratilr's deliberations as to the manner in which a diseretio9ibas been_ nercised or a duty was performed, or yhicluliscloses the.fasonsispiny particular exercise of a power, disketion* duty, or tie material upon which such reasons might hastbk er • basetliand any it* ation relating to the exercise or tt proposed ex ; e, .4,(:such .pow: , discretion or performance or propeseaperforma*of-duty...,• / • --, \ v -. i' / N •• `, \ ' , • ..9 Article 14 `Beneficiary Erititlement and Related Provisions • A. \ a) A Beneficiary may not alienate, transfer (inter vivos or causa mortis) or otherwise assign or deal in his beneficial interest under this Foundation and a Beneficiary may not disclaim his interest, or part of his interest, under this Foundation. b) The Board of Administrators acting jointly shall have absolute discretion to determine which Beneficiaries are to benefit, the quantity of any benefit, at what time and in what manner Beneficiaries are to 17 EFTA00283755 09/0712014 21:02 IEG GmbH 0M)00493030301636 benefit. The following restrictions and conditions shall apply in this context: • Beneficiaries of class A shall receive up to [5] % of the annual post-tax profits of the Foundation, or such higher amount as may be decided by the Board of Administrators from time to time. The determination of the Beneficiaries within class A who are to receive such distributions, as well as the respective allocations amongst them, shall be subject to the discretOrt of the Board of Administrators; • If the Founder has any future issue,* Foun e.r,as a Beneficiary xi\ of class D, may only benefit if the'retis'a demonstiable, material and detrimental impact on, Founder's spet*, liquidity position and/or relative lifestyleat any !irate which is 'accepted as such by the co-administrators (iii\tkisfelaiiie 14 referral to as the "Hardship Causes");. • \ • If the Founder does npVhage any future issue during the first • , fifteen (15) years froth the/ dike of 74stablishrrient of this Foundation, the Founder gra Bene'ficlary of class D, may only benefit;atiring pitch term in the event of any Hardship Causes. • During the petiod•running between 51. lapSepi lifteen,(15) years and (ii)' up to thirtY(30) years from theclate of establishment of this Foundation, the Founder as a Beneficiary; of class D, may benefit as long as : (i) no future issue of the Founder would have been born from the date of establishment of this Foundation up to the time when a benefit is to be allocated; AND ,.(u) at least {15} % of the assets (calculated as at the date when a benefit is to be allocated) shall remain in the Foundation for a period of thirty (30) years from its date of establishment. • During the period running between : (i) the lapse of thirty (30) years and (ii) up to one hundred (100) years 18 EFTA00283756 09/0712014 21:02 IEG GmbH TAX)00493030301636 P.0471054 from the date of establishment of this Foundation, the Founder as a Beneficiary of class D, may benefit as long as no future issue of the Founder would have been born from the date of establishment of this Foundation up to the time when a benefit is to be allocated. • If the Founder dies without any issue having been born prior to her death, the Beneficiaries of class A shall receive all benefits. The determination of the Beneficiaries withixO.1ass A who are to receive such distributions, the time as to when they shall receive such benefits as well as the respective ,allbc'tions amongst them, shall be subject to the discretion of the,Bpard of Administrators. • % • • If the Founder has any issue,Who were born prior o :the e of her death, the Beneficiaries 6( class Blishall receive elcbenefits upon her death. The determin.ation4rth'e Berieficiafies within class B who are to rceive such distilAtions, the time as to when they shall receive .'such.. benefits aSc'T4rell.yas the respective allocations amongst thent,4611the subject.to,>the discretion of the Board of Administratori.: ' A„, c) The Board of?Admini4cators actin* jointly `shall have the power to add persons albeitieficiaries or to exclude ,Beneficiaries from benefitting, in accordance with,applicablelaw. J . , \ d) / The Founder:diall not\ have, the power to substitute, add or remove p rsons as beneficiarieslitving hereby irrevocably delegated these wrs to the Board of Administrators. \ \ Article 15 — Indemnity a) The Administrators on the Board of Administrators and any such person or persons employed for the administration of the Foundation, shall be indemnified by the Foundation against all liabilities and expenses incurred by them in or about the discharge of their respective functions and duties except such as may arise from their own willful misconduct or negligence or breach of duty. 19 EFTA00283757 09/0712014 21:02 IEG GmbH (FAX)00,193030301636 P.048/054 Article 16 - Amendments to the Deed of Foundation a) Any amendments to the Statute shall be recorded in a public deed (namely a Notarial Deed regulated by Part 111A (three A) of the Notarial Profession and Notarial Archives Act, Chapter fifty five (550). b) No amendment shall affect the validity of anythinaTfully done by the Board of Administrators prior to the date of such amendment, nor shall it affect or interrupt lawful acts in progress orlew$,commitments made and not yet fulfilled by the Board of AdminibtratorsIv: c) The Board of Administrators witt‘the prior written\censenj of the fPreteeteriSupervisory Council sits •:,ierireby empowered to ;hake any amendments to this Statute. If such 'airiert0inerits are reqiired by the Registrar for Legal Persons or in ternik 'Of law for the purpose of registering the Foundation "with the Registrar* Legal Persons or for the purposes of correcting any typographical or otlie7errors in the Deed or the Statute, the consent of theaeteykdril§ ' uperv,isory Council shall not be required. z,, / * d) The Founder Shall no: have the 'po3yer to amend this Statute having hereby irrevoCabfrdeiegated the pc,wer to amend this Statute to the Board of Adatrators'acting e) o Whenever annunendni are made to this Statute, the Statute shall be restated in such a dianner so as to consolidate all amendments that would have' ?en made up to that date and the restated Statute shall be attached to the Ptiblic deedinentioned in paragraph (a) above. • Article 17 - Termination, Dissolution and Winding up a) Where the period fixed for the duration of the Foundation expires, the Foundation shall be wound up without undue delay by the Board of Administrators. 20 EFTA00283758 09/0712014 21:03 IEG GmbH (FAX)00493030301636 P.0491054 b) Where the Foundation is wound up, any residual assets after the satisfaction of any proper debts and liabilities shall be distributed to any one or more of the Beneficiaries of the Foundation in such shares as the Board of Administrators shall in its absolute discretion determine but subject to the restrictions indicated in article 14(b) hereof. Article 18 — Applicable Law and Jurisdiction / •I a) The Foundation shall be subject to the laws of Malta. b) Should any litigation or dispute between.,\arty '13rieficiary, Founder, {member of the Supervisory Council#10ateefeFI, the Fkimdation or any Administrator thereof arise, the parties to tl} dispute sha).1, make every reasonable effort to resolve the • \aispute l'amicably by conducting negotiations in good faith. If the disputan-6(resolved to the satisfaction of all parties, any such dispute shall be decided solely by the competent courts of Malta in terms of aplilicable law. \:>/3/4.. • . •C: 1:4 , tet • `t (Fig . • 0'. I • t‘• • / 1.S .: 7.. Af: • -‘ • 1'1\ ANNEX 1 1 1. \ • • The BeneEiuries of theirepne] Foundation are: {4141-subjeet-te-diseaseiens} k':4' • Fsindations, or corporations, or trusts, or other entities recognized by the laws at their place of incorporation or domicile as charitable (charitable organisations) (class A); [tbd] • the Founder's future issue, whether now living or born hereafter and their descendants (class B) • the Founder's mother, nephews and nieces, whether now living or born hereafter and their descendants (class C); • the Founder (class D) 21 EFTA00283759 09/0712014 21:03 IEG GmbH TAX)00493030301636 P.0501054 Provided that Beneficiaries shall not include any person who is born hereafter through a Medically Assisted Procreation as defined below. For the purposes of this Annex: "Embryo" means the human organism that results from the fertilisation of a human egg cell by a human sperm cell which is capable of developing and shall further include each totipotent cell removed from a human‘bryo or otherwise produced, that is assumed to be able to divide and to ie'velop‘as a human being under the appropriate conditions. \ \ • \ A "Medically Assisted Procreation" means thatippcSis Whereby#,Embryo would develop following the bringing together of g\ametes„ which proCee,woyld have been aided or assisted by means whichtd13eyond the workings Ofilie natural process, and which includes all types of interventipri, be they intricorporeal or extracorporeal that help the bringing together Of..gimetes, and their implanting or the implanting of the EmbVer -that could live developed from this intervention within the reproductiv\e'syskin of the femiley ! 41" . • : ( \ 40" y \ 22 EFTA00283760 09/0712014 21:03 IEG GmbH (FAX)00493030301636 P.051/054 [Contributor] [Foundation] CONTRIBUTION AGREEMENT EFTA00283761 09/0712014 21:03 IEG GmbH TAX)00493030301636 P.0521054 THIS AGREEMENT is made on 2014 between : (1) (the "Contributor"); and (2) Foundation, a foundation established under the laws of Malta with registered office at Malta and having registration number (the "Foundation"). hereinafter at times also jointly referred to as the "Parties". WHEREAS: (A) The Contributor is the founder of the Foundation; (B) The Contributor, in its capacity as the founder of the Foundation, wishes to make a further investment and endowment in the Foundation and has proposed to make a contribution to the Foundation of all the assets listed in Schedule A to this Agreement (the "Assets"). The Foundation has agreed to accept the aforesaid contribution under the terms and conditions set out in this Agreement (the "Contribution"). (C) It was noted that the entry by the Parties into the transaction contemplated above would be for their commercial benefit and is in the best interests of the Parties. NOW THEREFORE BY VIRTUE OF THIS AGREEMENT, THE PARTIES HAVE AGREED TO THE FOLLOWING: 1. CONTRIBUTION 1.1 The Contributor undertakes to make the Contribution in favour of the Foundation within ( J business days of the date hereof. 1.2 The Foundation hereby accepts to receive the Contribution from the Contributor. 4. REPRESENTATIONS AND WARRANTIES 4.1 Each of the Parties hereby warrant as and wherever applicable that: 1 EFTA00283762 09/0712014 21:04 IEG GmbH (FAX)00493030301636 P.0531054 4.1.1 she/it has full power, authority and legal right to enter into this Agreement and to make and/or receive the Contribution(s) made by virtue of this Agreement and has taken all necessary corporate and other action to duly authorise the entry into, execution, delivery and performance of the same; 4.1.2 the Contributions made by virtue of this Agreement will not (a) contravene any existing law, regulation or authorisation to which she/it is subject, (b) result in the breach of or default under any agreement or other instrument to which she/it is subject, or (c) contravene any provision of its deed, statute, memorandum and articles of incorporation, or other constitutional documents; and 4.1.3 she/it will indemnify the other Party/Parties in respect of any breach of warranty and in respect of any loss, liability, claim or expense incurred by other Party/Parties by reason (whether direct or indirect) of any warranty being untrue, incorrect or misleading. 4.1.4 she/it will execute and deliver or cause the execution and delivery of such further instruments and documents and will take such other actions as any other party to the Agreement may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof. 5. CONFIDENTIALITY 5.1 The Parties undertake to treat all matters relative to the provisions of this Agreement as secret and confidential and not to disclose any such information without obtaining the prior consent of the other party; provided that disclosure of information required in terms of law shall not constitute a violation of this provision. 6. NOTIFICATION 6.1 Any notices to be sent in terms of this Agreement must be sent in writing by registered mail, at the addresses indicated above. 6.2 Any changes in the above details must be communicated immediately to the other party in writing. 7. SEVERABILITY 7.1 In the event that any of the terms, conditions or provisions of this Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provisions which shall continue to be valid to the fullest extent permitted by law. 7.2 The Parties bind themselves top substitute any terms, conditions or provisions of this Agreement which may be deemed to be invalid, unlawful or unenforceable. 2 EFTA00283763 09/0712014 21:04 IEG GmbH TAX)00493030301636 P.054/054 8. AMENDMENT 8.1 The provisions of this Agreement may only be varied, amended or modified in any way by agreement reached in writing and signed by the Parties hereto. 9. COSTS 9.1 Each party shall bear their respective costs incurred or to be incurred in connection with this Agreement. 10. ENTIRE AGREEMENT 10.1 This Agreement constitutes and sets out the entire agreement between the Parties on the subject matter of this Agreement and supersedes any previous agreements, whether written or oral, which may have been entered into between the Parties hereto in relation to the subject matter of this Agreement. 11. INTERPRETATION 11.1 Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 12. COUNTERPARTS 12.1 This Agreement may be executed in any number of counterparts, and this has the same effect as if signatures on the counterparts were on a single copy of this Agreement. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement shall be construed in accordance with, and this Agreement and all claims and causes of action arising out of the transactions contemplated hereby shall be governed by, the substantive laws of Malta, other than conflict of law rules that would require the application of the laws of any other jurisdiction. 13.2 The Courts of Malta shall have the exclusive jurisdiction to determine all disputes arising out of or in connection with this Agreement, including disputes relating to the validity or otherwise of the same agreement. IN WITNESS WHEREOF the Parties have executed this Agreement, as of the day and year first above written: 3 EFTA00283764