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Share­holder agreement · Corporate Purpose · Sub­sidiary Hrb19 Mar 2007 German Trade Register Announcements, Germany (06/03/2007)

Overview

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Diakonische Dienste Hannover gGmbH, Hannover (
Anna-von-Borries-Straße 1-7, 30625 Hannover
). New business object: 1. The purpose of the company is to promote education and training. In order to achieve this purpose, the object of society is the education, training and further education of employees in the social and health care sector. In addition, the company organises specialist and cross-professional seminars, qualification measures and training events for employees1 of social and health institutions. The society is also dedicated to the mediation of current nursing, medical and Christian-ethnic topics. 1 All subsequent personal and functional designations are in both female and male form. 2. In addition, the purpose of society is to promote public health, social and welfare in practical charity. In order to achieve these purposes, the undertaking is the object of the establishment, operation or takeover or partial takeover of public health, social and welfare institutions and related auxiliary enterprises and ancillary bodies. In addition, the company achieves the above-mentioned purposes by procuring funds as a sponsoring body within the meaning of Paragraph 58 (1) of the Tax Code and by turning them to other tax-deferred bodies which are the providers of health, social and welfare institutions in order to promote and support them in the realisation of their tax-deferred purposes in the foregoing sense. The fundraising is mainly through fundraising, donations, donations, legacies and other donations from third parties. Such funds will be channelled in full by the company to the abovementioned tax-deferred entities as soon as priority is to be given to the Diakonische Dienste Hannover gGmbH affiliated companies in their capacity as tax-deferred entities. They shall use the funds allocated to them exclusively and directly for their tax-deferred purposes. Beneficiaries cannot derive any legal right to further support against the company from the grant of the funds. 3. In addition, the Society pursues ecclesiastical purposes by ensuring pastoral care for the sick, persons to be cared for or rehabilitated and by the church-deaconic training of employees working in the affiliated institutions. 4. The Company may set up or operate all ancillary and accompanying facilities necessary for the maintenance of the said facilities. It may enter into any business which serves the purpose of achieving or promoting the company, in particular to set up or participate in tax-deferred companies and to establish branches. 1. The company has one or more directors who, with the exception of the directors to be appointed on the occasion of the Foundation, are usually appointed by the Supervisory Board for a period of up to five years. Repeated appeal is admissible. One year before the end of the term of office of the Managing Director,the Supervisory Board decides on a new appointment. One of the managing directors must be an ordinated clergyman of a member church of the EKD. 2. If several directors are appointed, the company shall be represented jointly by two directors or by a managing director together with an authorized representative, unless a managing director is granted exclusive power of representation by decision of the Supervisory Board. If only one managing director is appointed, he is always entitled to represent him alone. 3. Any Managing Director may be exempted from the restrictions of the § 181 BGB by resolution of the Supervisory Board. The shareholders' meeting of December 14, 2006 decided to amend the partnership agreement in Section 2 (object of the company);5 (disposal of shares); 18 (management and representation) and 19 (announcements).

This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: DIAKOVERE gGmbH, Hanover, Germany.