Articles of Society

Gesellschaft für Hopfenforschung Society of Hop Research Articles of Society

§1 Name & Location of Registered Office The "Society of Hop Research" is a registered society with its registered office in Wolnzach - Hüll.

§2 Purpose of the Society The society exclusively and directly pursues objectives in the public interest according to the section "tax privileged objectives" of the tax order.

The objective of the society is to promote science and research within the field of hop growing. Such promotion occurs in the general public interests by emphasising the principle of quality, thereby placing special attention on integrated planting. The research results, which serve as a basis for continuous quality improvement, are made available to the international hop trading and brewing industries and thus serve the well-being and health of consumers. The objective of the association is in particular achieved via: 1. Scientific investigation of the hop plants, their growing conditions, pests & diseases and valuable components.

2. Breeding of new hop varieties, in particular taking integral planting into consideration.

3. Courses to support & promote the cultivation of hops.

4. The statutory purpose of the Society also comprises the bestowal of prizes and awards in recognition of outstanding scientific achievements in the field of brewing technology or raw materials for brewing as well as in recognition of excellent examination results at the Technical University of Munich, the financial funds for which are supplied by the Society via special allocations destined for specific purposes. §3 Selflessness The society is selfless, it does not primarily pursue its own commercial objectives.

§4 Use of Resources 1. The resources of the society may only be used for the purposes included in the Articles of Society. The members do not receive any allowances from the resources of the society.

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2. No person may in any way be favoured by means of extraordinary expenses incurred outside the ordinary activities of the society or by means of unusually high fees. ยง5 Commencement, Termination and Suspension of Membership 1. Individuals, societies and corporations of all kinds and all persons interested in supporting quality hops can become members of the Society of Hop Research.

The general meeting can nominate worthy persons as honorary members.

2. Application for membership is to be addressed to the managing committee. The managing committee - or the management on their behalf - will decide whether the application be accepted or refused.

3. Resignation from the society is only possible at the end of the financial year with 12 months' notice. The termination of membership must be made in writing.

4. The managing committee can decide to suspend membership should any member be more than 2 annual membership fees in default. The general meeting decides on the suspension of membership in the case of serious violation of the objectives or articles of the society. The offending member is entitled to a prior hearing. ยง6 Members' Duties The members have the obligation: 1. to act in the interests of the society and its image 2. to pay membership fees: a) membership fees will be established at the general meeting via a resolution. b) the minimum annual contribution is 25 Euro. c) the free state of Bavaria is not liable to any contribution. ยง7 Members' Rights 1. Membership grants the right to attend all of the events of the society.

2. In particular, membership grants the right to advise and vote at the general meeting. a) Every member has one vote. b) The voting rights in the general meeting can be transferred to a proxy. The power of attorney must be made in writing. One person may represent several members.

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ยง8 Executive Bodies of the Society The executive bodies of the Society of Hop Research are: 1. The managing committee.

2. The general meeting.

3. The Technical-Scientific Working Committee (TWA).

4. The Advisory Board

ยง9 The Managing Committee 1. The managing committee of the Society of Hop Research consists of seven persons: 4 representatives of the brewing industry 1 representative of the free state of Bavaria from the department of the State Minister for Agriculture and Forestry.

1 representative of the hop trading industry; the right to suggest this representative lies with the German Hop Industry Association 1 representative of the hop growers; the right to suggest this representative lies with the German Hop Industry Association.

2. The managing committee of the society will be elected for the period of five years.

Election takes place at the general meeting. Should a member of the managing committee leave within his term of office, a substitute election should take place.

The representative of the free state of Bavaria belongs to the managing committee by means of the general meeting without having been elected.

3. The managing committee elect from its members: a) a chairman b) a vice-chairman, who also assumes the office of treasurer.

4. The chairman and the vice chairman represent the society according to ยง 26 BGB in and out of court, each one of them with power of sole representation.

5. The chairman decides in all matters of the society, in so far as they are not explicitly reserved for the general meeting. In the case of an equality of votes within the managing committee, the chairman shall be entitled to a casting vote.

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§10 The General Meeting 1. The general meeting decides on the following matters of the society: a) the election of the managing committee b) the election of the technical-scientific working committee c) the nomination of honourable members d) the membership fee e) the dismissal of the managing committee after receipt of the accounts and cash report f) any alteration to the articles of society g) the sale of land and buildings that directly serve the scientific research institute h) the dissolution of the society i) the distribution of capital should the society be dissolved or should legal capacity be revoked according to § 45 BGB 2. The resolutions of the general meeting are generally made by ordinary resolution (simple majority).

The resolution on the dissolution of the society according to 1.h) and the resolution on the alteration to the articles require the consent of ¾ of the members present (special resolution). Alteration of § 2 and a resolution on the dissolution of the society require the additional consent of the Bavarian State Ministry for Agriculture and Forestry.

The general meeting is to be convened once a year or when the interests of the society make it necessary, and then under the provisions of § 37 BGB. The convocation shall take place with at least two weeks' notice and include a written agenda. In urgent cases the period of notice can be reduced to one week.

Minutes of the general meetings have to be taken, which have to be signed by chairman of the managing committee.

§11 The Technical-Scientific Working Committee (TWA) 1. The Technical-Scientific Working Committee consists of the managing committee with at least eight further members elected at the general meeting.

2. The TWA advises the managing committee and is to be heard in all matters concerning research. In urgent cases, such consultation may also occur in writing.

3. The chairman of the managing committee is also chairman of the TWA.

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4. The period of office of the members (elected at the General Meeting) as well as the period of office of the chairman (ยง9, Subparagraph 2) is five years.

5. Further permanent members of the TWA not effected by the election according to subparagraph 4 are: a) the respective head of the section "Hops" of the Bavarian State Institution for Agriculture and his/her deputy. b) the respective chairman of the Technical Committee and the Agrarian Committee of the German Brewers Association ("Deutscher Brauer-Bund e.V.") c) the respective chairman of the Association of German Hop Growers ("Verband deutscher Hopfenpflanzer e.V.") d) the respective chairman of the German Hop Trading Association ("Deutscher Hopfenwirtschaftsverband e.V.") e) at least two representatives of the international special branch of science.

The chairman of the managing committee can - in co-ordination with the president of the Bavarian State Institution - also invite other employees of the State Institution to the meetings of the TWA as guests.

6. The period of office of the members elected at the general meeting ends prematurely with the end of the general meeting that takes place: a) after the end of active service in companies in the brewing industry b) after discontinuation of activities in the hop trading industry or as a hop grower 7. Possible supplementary elections will take place for the remaining election period according to Subparagraph 4.

ยง12 Advisory Board The managing committee is authorized to appoint the Advisory Board, which advise in all important matters. The Advisory Board consists of 5 members and meets at least once a year. Meetings of the Advisory Board are managed by the chairman of the managing committee, in case of his disability another member of the managing committee.

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ยง13 Financial Year and Annual Report 1. The financial year corresponds to the calendar year.

2. The managing committee must within one year after the end of each financial year present to the general meeting the annual business and cash reports.

3. The annual & cash report is to be certified by a sworn-in auditor.

ยง14 Dissolution or Winding-up of the Society, Cessation of Purpose In the process of the winding-up of the society or should the purpose of its existence cease, its resources are to be employed exclusively and directly for purposes in the public interest. The resources would then go to a further corporation under public law or to another corporation with tax privileges for purposes approved as in the public interest. Such institution must nevertheless in some way be related to the brewing industry - a more precise designation is to be agreed upon at the General Meeting.

The approval of the tax office is required to carry out this resolution.

Wolnzach, 26 March 2007

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