Articles of Association

COORDINATED ARTICLES OF ASSOCIATION of 5 August 2015:

 

Between the founder members and all persons who are accepted as members at a later date in accordance with the provisions of these articles of association (the“Articles of Association”) a not-for-profit association has been founded, which will be

regulated by the amended act of 21 April 1928 relating to not-for-profit associations and foundations or by any legislation subsequent to the aforementioned act (the "Act") and by the Articles of Association.


Article 1: Name, registered Office and financial year

The name of the association is:"LuxReal - Real Estate Association of Luxembourg a.s.b.l.“ (the "Association").

(2) It shall have its registered office and its administration in the city of Luxembourg. The executive board is entitled to fix or relocate the address of the registered office within the city limits of the city of Luxembourg. Notwithstanding, the first

address of the Association’s registered office was determined by the general assembly of members.

(3) The financial year shall correspond to the calendar year. The first financial year commenced on the day of the foundation of the Association and ended on 31 December 2010.


Article 2: Purpose of the Association

1) The purpose of the Association is:

(a) creating an interdisciplinary Real Estate Society as think-tank- network,

(b) strengthening the Luxembourg Real Estate Industry by developing cooperation with national and international institutions and professional associations in the real estate industry,

(c) promoting further education and vocational training, the integration of theory and practice, and discussing industry trends,

(d) the further development of professionalism, integrity and industry standards in the real estate sector, and

(e) representing the common interests of the members at a corporate and political level.

 

(2) The purpose of the Association and the promotion of the points stated above in Article

2 (1) of these Articles of Association shall be realized, in particular, by:

(a) holding discussion forums on current topics,

(b) furthering the vocational qualification level of members,

(c) promoting a network by building up and maintaining national and international

contacts for the exchange of information and knowledge,

(d) becoming member of other associations or similar entities which purposes are in line with one or more goals of the Association.

 

Article 3: Not-for-profit status

(1) The Association shall carry out its activities pursuant to Article 2 of these Articles of Association solely and directly for not-for-profit purposes within the meaning of the Act. The Association shall act altruistically and shall not pursue activities solely for its own economic concerns.

(2) The funds of the Association shall be used solely for the purposes set out in these Articles of Association. There shall be no distribution of any surplus to any member or third party.

(3) Should a member leave the Association or should the Association be dissolved, any assets contributed will not be returned.

(4) A change to the purpose of the Association may only be made within the scope of the provisions provided for by law as long as the Association remain a not profit entity.

Article 4: Members

(1) The Association comprises:

a) corporate members,

b) supporting members,

c) personal members, and

d) honorary members, as each of these categories is further defined below.

The minimum number of personal members is three.

(2) The corporate members may be any legal entity or mutual funds represented by their management company or other institution, which is active in the real estate sector.

(3) Supporting members may be any legal entity or mutual funds represented by their management company or other institution that evinces an interest in the work of the Association. The members of this category may benefit from advantages pursuant to the executive board decisions subject to the payment of a membership contribution which is higher than the corporate membership contribution.

(4) Any natural person who carries out a profession related to the real estate industry may apply to become a personal member of the Association, so that a positive contribution to achieving the Association's purposes may be expected.

(5) The executive board may appoint as honorary members any Association cooperation partner or any outstanding individual for special service to the Association or for the realization of the Association's goals. Honorary members are released from the obligation to pay a contribution and can only be excluded by an unanimous vote of the members of the executive board.


Article 5: Membership acceptance procedure

(1) Applications for membership shall be directed to the executive board by the person requesting membership.

(2) An applicant for personal membership shall provide evidence of a professional occupation relating to the real estate industry.

(3) In the case of corporate or supporting member, the membership application shall name the person who is to represent the applicant.

(4) The executive board shall decide on the acceptance of membership applications at executive board meetings or may delegate such responsibilities to a specific committee of at least three members of the executive board.

(5) The annual membership of an applicant becomes effective on receipt of the required membership contribution.


Article 6: Duties and rights of members

1) Members are authorized to take part in the Association's events, but special event for certain categories of members as specified in article 2 can be organized.

(2) Members have an equal voting right at the general assembly.

(3) Should a member take part in a working group or other committee of the Association in which works that are protected by copyright are developed or edited, the member shall herewith transfer all rights of use and exploitation under copyright law to the Association for the Association's exclusive use. Groups of persons or legal entities that send members to working groups or any other committee within the above meaning 1 shall make the rights of use and exploitation of the copyright that originates with the individual employee available to the Association for the Association's exclusive use. The member or employee shall not have a claim to a share in any income that the Association receives from its use of these rights.

Article 7: Membership contribution

The membership contribution shall be made annually in January. The maximum membership contribution for a personal member shall be 500 euros, for a corporate member 1,000 euros and for a supporting member 5 ,000 euros. The amount of the membership contribution shall be determined by the executive board within such limits on an annual basis.

Article 8: Termination of membership

1) Membership shall be terminated by

a) death,

b) voluntary cancellation,

c) failure to pay the annual membership contribution, or

d) exclusion.

(2) Voluntary cancellation must be notified to the executive board in writing.

(3) Members who have failed to pay their membership contribution before the 31 March of a particular year shall be deemed having failed to pay their membership contribution and shall not be member of the Association anymore, except if they apply again for membership.

(4) A member may be excluded from the Association by resolution of the executive board for just cause. Just cause for exclusion shall be, in particular, gross breach of these Articles of Association or of the interests of the Association.


Article 9: Bodies of the Association

(1) The bodies of the Association are:

i. the general assembly of members

ii. the executive board and

iii. the advisory board,

(2) By resolution of the executive board further organizational bodies and structures, primarily committees with special tasks, may be create for a limited or unlimited period of time.


Article 10: General Assembly

1) All members belong to the general assembly.

(2) Each member has one vote. Each member may participate in a general assembly meeting by granting power of attorney to another member. The power of attorney must be in writing and must be drawn up separately for each general assembly

meeting. Multiple representation is permitted.

(3) The general assembly meeting will be called by the executive board. Notification of the meeting must take place at least two weeks before the date of the ordinary general meeting and four weeks before the date of the extraordinary general

meeting. Notification of the meeting must be made in writing by way of a letter or by electronic means of communication (e-mail) and shall include the agenda. The period of notification shall commence on the day following the date of dispatch of the letter of invitation the postmark or the date of dispatch of the e-mail shall be determining. The letter of invitation shall be considered to have been received by the member if it is addressed to the last-known postal or e-mail address notified in writing to the Association by the member.


Article 11: Proposal

Proposals to the general assembly meeting put forward by a member shall be submitted in writing to the executive board giving the reason at least five days before the general assembly meeting.


Article 12: Ordinary general assembly meeting, Extraordinary general Assembly

(1) The ordinary general assembly meeting shall take place at least once every year.

(2) The executive board may call extraordinary general assembly meetings.

(3) Upon written request from at least a tenth of all members, the executive board shall call a general assembly meeting giving details of the proposed agenda.


Article 13: Tasks and resolutions of the general Assembly

(1) The general assembly is the primary source of decision of the Association.

(2) Insofar as there are no specific requirements provided for by law or by these Articles of Association that require a quorum, a general assembly meeting that has been duly called shall be entitled to pass resolutions irrespective of the number of

members present. Insofar as neither the law nor these Articles of Association provide for specific majority requirements, resolutions shall be passed in principle with a simple majority by a show of hands in accordance with Article (9).

(3) The general assembly shall be responsible for all tasks that have not been transferred to another body of the Association The general assembly has exclusive power on certain matters; therefore it shall in particular pass resolutions on:

a) the purpose of the Association,

b) the approval of the annual accounts,

c) election and termination of mandate in the executive board,

d) any amendments to the Articles of Association,

e) the dissolution of the Association.

(4) The general assembly shall elect the executive board from among the members in accordance with the procedure described in article 14 hereof. Those persons are elected who have received most of the votes cast. The election shall take place by secret ballot, except if the members present at a particular general meeting agree otherwise.

(5) The general assembly shall pass a resolution on any amendment to the Articles of Association with a two-thirds majority of the votes cast unless the Act requires a higher majority. Proposals for an amendment to the Articles of Association shall include the text of the proposed amendment to the Articles of Association and shall be sent timely (four weeks prior to the date of the general assembly meeting) to the members along with the invitation to the general assembly meeting.

(6) If two-thirds of the members are not present at the meeting, a new meeting shall be called. At the new meeting, amendments to the Articles of Association may be passed with a two-third majority of the votes cast without a quorum. Insofar as this is required by the Act, such decision shall have to be authorized by the civil court.

(7) Minutes of the meetings and resolutions of the general assembly shall be signed by two members of the executive board.


Article 14: Executive Board

(1) The executive board comprises up to fifteen members presenting a multidisciplinary composition representing the real estate industry.

(2) To ensure its multidisciplinary approach, the executive board will be composed in so far as possible of persons who represents the variety of functions and skills present in the real estate industry such as, inter alia:

Architects

Auditors

Cities, Politics, Organizations

Consulting

Corporate Real Estate

Custodian/ Register- and Trans Agents

Engineers Education

Facility Law Firms

Investors

Real Estate Manager

Real Estate Financing

Real Estate Communication

Real Estate Broker/Agents

Project Developer

Project Management

Valuation

(3) The executive board shall be elected by the general assembly in the following way:

a) At the beginning of the vote the exiting executive board submits a proposal, in accordance with article 14 (1) and (2) for the appointment of the new executive board.

b) During the first ballot the general assembly resolves on the entire team proposed by the executive board with simple majority of the votes cast.

c) If no simple majority is obtained for the entire team proposed by the executive board further ballots follow. During such further ballots, the general assembly will resolve on the individual candidates having regards to the multidisciplinary composition to be achieved in the executive board.

e) In separate ballots first of all the chairman, then the deputy and then the remaining members of the executive board are elected. With the exception of the chairman and

of the deputy, the executive board itself shall assign functions to its members.

f) In principle, among those candidates obtaining he simple majority of the votes cast, those with the most votes are elected.

(4) The work of the executive board is unsalaried. Upon application, only expenses relating to external costs will be reimbursed against receipts.

(5) Members of the executive board are elected for a term of two years. Re-election is permitted.

(6) Should a member leave the executive board before the end of his term of office, another member of the executive board shall take over his tasks or the position may be temporarily filled by the remaining executive board members appointing a

member of the advisory board as a temporary member of the executive board insofar as the member of the advisory board is also a member of the Association. The election of a new member of the executive board shall then take place at the next

general assembly meeting. The members of the executive board thus elected shall remain in office until successors are elected.

(7) The executive board may appoint an advisory board, who need not necessarily be members of the Association. The members of the advisory board will be elected for up to two years with the possibility of re-election. The advisory board performs an advisory role with respect to the executive board without the executive board being bound in its decisions to the recommendations of the advisory board. Members of the advisory board are authorized to participate in meetings of the executive board by invitation. Members of the advisory board shall not have voting rights in meetings of the executive board.


Article 15: The area of operations of the executive board

1) The executive board of the Association shall be authorized to carry out all business operations and all dealings that are necessary or useful to fulfil the purpose of the Association. The executive board is responsible for all matters relating to the

Association insofar as these are not exempt by statutory provision or are governed by the general assembly in accordance with these Articles of Association.

(2) The chairman and the deputy chairman are the members of the executive board responsible for the management of the Association. In principle the Association shall be legally bound by the joint signature of the chairman or of the deputy chairman together with another member of the executive board, they are jointly authorized to represent the Association and to represent the Association in all matters relating to the Association both in and out of court insofar as this is necessary in accordance with the resolutions of the general assembly.

(3) Moreover the executive board may grant special powers of attorney to persons who are not necessarily members of the executive board.

(4) The executive board shall carry out the resolutions of the general assembly.

(5) The executive board shall adopt its rules of procedure.


Article 16: Resolutions of the executive board

(1) The executive board shall hold regular meetings of the members of the executive board, at least once every quarter as a minimum. The meetings of the executive board shall be led by the chairman and, in the event of the chairman's absence, by the deputy chairman.

(2) Meetings of the executive board shall be called by informing the members of the executive board in writing (by email or regular letter) giving a notice period of at least one week before the start of the scheduled meeting. With respect to urgent matters, this notice period need not be observed insofar as the background to such circumstances is stated in the written notification of the calling of a meeting. If the executive board has already drawn up a schedule of future executive board meetings by resolution giving the date and time of the meeting, a separate invitation to each meeting shall not be required.

(3) The executive board shall only have the authority to pass resolutions if the majority of its members are present or are represented. A member of the executive board may grant a power of attorney by letter, telegram or fax to another member of the executive board allowing the member to represent him. One member of the executive board may represent more than one other member of the executive board.

(4) Written resolutions that have been approved and signed by all members of the executive board shall be accepted as adopted resolutions at the meetings of the executive board. Such resolutions may be approved by signature of each member of the executive board in writing by letter, telegram, fax or similar method of communication. The written approvals shall be enclosed to the record of resolutions and shall serve as proof of the approval of the resolution.

(5) Resolutions of the executive board shall be adopted by simple majority of the votes cast. In the event of an equal cast of votes, the chairman of the executive board or the deputy chairman in the absence of the chairman shall have the casting vote.


Article 17: Term, dissolution of the Association

1) The Association shall be founded for an unspecified period.

(2) The dissolution of the Association may only be resolved at a general assembly meeting that has been called in accordance with these Articles of Association.

(3) In the event of dissolution of the Association, one or more members of the executivenboard may be appointed as liquidators by the general meeting of members. The duties and rights of the liquidators shall concur for the remainder with statutory provisions.

(4) In the case of a dissolution or abolition of the Association, the assets of the Association shall be transferred to another not-for-profit Luxembourg association which has similar or another philanthropic purpose to that of the Association.


Article 18: Minutes

1) Resolutions of the executive board and of the general assembly shall be recorded in writing in the minutes and upon request be made available to be inspected by the members.

(2) Resolutions that must be published according to statutory requirements shall be published in the manner as provided for by law.

(3) Minutes of the meetings of the executive board shall be signed by the chairman or by the chairman of the respective meeting and by a further member of the executive board. Powers of attorney shall be attached to the minutes. The chairman of the executive board or two members of the executive board are authorized to sign copies or excerpts of such minutes of meetings.

Article 19: General

Any matters not regulated by these Articles of Association shall be decided according to the Act and any other applicable statutes.


Article 20: Date the articles of the Association enter into force

The present Articles of Association were adopted by resolution of the founding meeting in Luxembourg on 23 September 2009.

Appendix A
Founding Members
The founding members of the Association are:
Alexandra Brehm, 100, cité Grand Duc Jean, L-7233 Bereldange, German;
Daniel Engel, 126, rue du Kiem, L-8030 Strassen, Luxembourgian;
Rene Ensch, 17, rue de l'Alzette, L-7210 Helmsange, Luxembourgian;
Xavier Hauboldt, 69, rue Alfred Pichon, F-57160 Scy-Chazelles, French ;
Sandra Müller, 15, rue Notre Dame, L-2240 Luxembourg, German;
Sven Rein, 7, rue de Luxembourg, L-5364 Schrassig, German;
Catherine Rückel, 400, route d'Esch, L-1014 Luxembourg, German;
Thorsten Steffen, Am Rosenberg 11, D- 54331 Oberbillig, German;
Jürgen Wiegand, Kirschenstraße 27, D-66706 Perl, German.

Appendix B
Groups of Industries
Law Firms
Architects, Engeneers
Further Education
Valuation
Corporate Real Estate
Custodian/ Register- and Trans Agents
Facility Management
Real Estate Consulting
Real Estate Financing
Real Estate Communication
Real Estate Managers
Real Estate Broker/Agents
Investors
Project Developer
Project Management
Cities, Politics, Organisations
Auditors