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 The Foundation hereby accepts to receive the First Contribution from the Contributor. 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)00493030301636 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. ‘14 /t // 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 fiftyfive (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\ • ... # \ •, ' ,,, ' -12/\ 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 \ „ v applicable laW: . , . e .. \, 4. • \• , "Board of Admintstrators" means frie board of administrators composed -- _. Article 8 of the Statute; and,established in,ittpidance.Widit e •• / "Deed" 7 means the (*die Records of Notary (.1 of the [s] by virtue of '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 abeive`or ata may be necessary or desirable to achieve te4 objects.N. \/, 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\ to manage and administer flee A9ets.:21,..therFoundation as may be i. determined by -the- ,Board of \A≤Inunistlators in accordance with the purposes andfObjedts,df,the Foundation; ' ' N ( ii. 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 anyrights, 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; 1 2/ • ix. to enter into any guarantee, \conked-of indemnity' . 4'or suretyship and to secure its obligations under sti t giiiifrr ak_ 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. St \ , •/ / \ a, Article 6 - The Assets of the Foundations . , .\\ 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 tion 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. , I " / . 1 , 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._ g) ,The first menibers ofth\E•Board of Administrators shall be — : . • • Ivisert -41 . 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. 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\boundt the fidai.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 t