Articles of association

§ 1 Name, registered office, financial year and association membership
§ 2 Purpose of the association
§ 3 Membership
§ 4 Tasks of the association
§ 5 Rights and duties of members
§ 6 End of membership
§ 7 Bodies of the association
§ 8 General meeting
§ 9 Tasks of the general meeting
§ 10 Executive board
§ 11 Dissolution, abolition, discontinuation of the purpose of the association
§ 12 Foundation clause

§ 1 Name, registered office, financial year and Membership of the Association

1. The association bears the name BLU agency network association e. V. It is registered as a
   association with legal capacity within the meaning of the German Civil Code (BGB) in the register of associations at
   Amtsgericht Düsseldorf.
2. The registered office of the association is Düsseldorf.
3. The Association’s financial year is the calendar year.

§ 2 Purpose of the association

1. The association is a professional association without a public-law character within the meaning of
   Section 5 (1) no. 5 KStG, Section 8 KStR. It represents the general non-material and
   economic interests of
   persons working in marketing and/or sales arising from
   professional or entrepreneurial activities and attempts to promote these through European exchange at
   . The association can provide services for its members,
   (e.g. information exchange, information, certifications, credit agencies,
   educational trips).
2. The interests to be safeguarded by the association as a professional association result from
   the target function of marketing in companies. The practice ofmarketing encompasses all corporate activities that lead to the sale ofdemand-oriented goods and services. Marketing serves the
   realization of corporate goals by satisfying growing
   and changing consumer needs.
3. The association is not aimed at economic business operations and not at
   the protection of individual economic business interests of its
   members.
4. The association’s funds may only be used for statutory purposes
   .

§ 3 Membership

1. Admission to the association must be applied for and justified in writing. Ineach application for admission, two members of the association must be named as guarantors at. The Board of Directors shall decide on the classification into the correct membership type and admission
   by a 2/3 majority of the elected members of the Board of Directors.
   The rejection of the application for admission may be issued to the applicant in writing without stating
   reasons.
2. Membership is open to:
   a. Individual members (natural persons) who are active in the field of
   marketing or sales or related specialist areas
   or who perform a market-oriented management function
   b. Corporate members are registered and unregistered
   companies, legal entities that are interested in the purposes of the
   association.
   c. Supporting members, have the same rights as
   full members (corporate members and individual members) with
   the exception that they do not have the right to vote at the general meeting
   . Supporting members may be:
   i. Consultants, lawyers
   ii. Other associations or federations
   iii. Companies from related commercial sectors
3. In the case of corporate membership or sponsoring membership,
   membership rights are exercised by one or more seconded employees
   who meet the criteria set out in paragraph 2.a). The Board of Directors decides on the
   number of employees to be seconded and the details of
   corporate membership. If the conduct of a
   seconded employee seriously conflicts with the duties and
   interests of the association or jeopardizes its reputation, the board
   may request the corporate member to replace the seconded employee.
   If the corporate member does not comply with the request within 6 weeks of
   receipt of the written request, the board may exclude the seconded
   employee from the association’s activities by resolution passed by a simple
   majority.

§ 4 Tasks of the association

1. The association pursues its mission as a professional association by promoting the
   dissemination of marketing in business and the public in Europe.
   It advocates the protection of the
   interests of its members vis-à-vis legislation and administration.
2. The association gives people working in marketing, in particular its
   members, the opportunity for further training in marketing through lectures,
   discussions, trips, seminars and similar events.
3. The association provides further training for junior marketing staff.
4. Based on the experience of its members, the association represents people working in
   marketing in professional matters.
5. In fulfillment of its purpose, the association organizes events that
   do justice to the function and objectives of modern marketing and related
   areas in social and economic policy terms.
6. The association organizes events that serve to advertise
   and promote the life of the association.

§ 5 Rights and obligations of members

1. All members of the association have the same rights and obligations. Themembers are obliged to comply with the provisions of the articles of association and theresolutions of the general meeting. They are required to support the
   Executive Board in the fulfillment of its duties.
2. Membership fees are charged to the members of the association, the amount
   and due date of which are decided by the members’ meeting with a 2/3 majority vote
   . (membership fee regulations)
3. The fixed membership fee must be paid at the beginning of the financial year, after
   invoicing by the association, at the latest by the end of March 31,
   of the year in question.
4. The fees charged for individual events
   in addition to the membership fees must be calculated regularly to cover costs. The association may not favor
   anyone with expenses that are alien to the purpose of the association or with
   disproportionately high benefits.

§ 6 End of membership

1. Membership ends upon death, dissolution (in the case of corporate membership),
   resignation or exclusion.
2. Resignation can only be declared in writing to the
   office with one month’s notice (= November 30 of the year in question) to the end of the financial year. The date of receipt at
   is decisive,
3. The exclusion of a member can be decided by the Executive Board with a 3/4 majority
   if there is good cause. Important reasons are
   in particular:
   a) conduct that seriously contradicts the tasks and
   interests of the association or jeopardizes its reputation, in particular
   violation of applicable laws;
   b) gross or repeated violation of the articles of association or
   resolutions of the general meeting;
   c) non-payment of the annual membership fee if the member fails to pay for a further three months after 31 March of the year in question (= end of 30 June). March
   of the year in question is in arrears with payment for more than a further three
   months (= expiry of June 30 of the year in question). The
   annual fee remains due.

§ 7 Bodies of the Association

1. The bodies of the association are:
   the General Meeting,
   the Executive Board,
   The bodies of the association are obliged to maintain confidentiality regarding all internal business transactions of the members and of
   companies to which association members belong that become known to them.
2. The bodies work on an honorary basis.

§ 8 General Meeting

1. An ordinary
   general meeting must be convened at least once every two years.
2. Extraordinary general meetings are to be convened if this is necessary in the
   interests of the association, furthermore if a majority of 3/4 of the
   Executive Board or 2/5 of the members request the convening of a general meeting, stating the agenda
   .
3. The meeting is convened by the Executive Board. Members must be invited to the meeting in writing to, stating the agenda and giving at least two weeks’ notice to. The date of the
   postmark/proof of email shall apply. Every
   General Meeting convened in accordance with the Articles of Association shall constitute a quorum. Minutes must be taken of the proceedings and
   results of the General Meeting, which
   must be signed by the Association’s Executive Board and another member of the Executive Board at
   .

§ 9 Tasks of the General Meeting

1. The General Meeting decides on the tasks assigned to it by law or in these
   Articles of Association by a simple majority of the
   votes cast. Resolutions to amend the Articles of Association require a majority of 2/3 of the
   votes cast. A tie vote is considered a rejection.
2. The General Meeting is responsible in particular for the following
   matters:
   o Acceptance of the annual report and annual accounts,
   o Discharge of the Executive Board
   o Determination of the budget for the current financial year,
   o Determination of membership fees and admission fees,
   o Decision on the appeal of a member against their exclusion
   o Amendment of the Articles of Association,
   o Dissolution of the association (Section 11)
   o Election of the Executive Board
   o Other tasks arising from these Articles of Association
3. Each member entitled to vote (corporate members have one vote) has
   one vote. Voting by proxy is not permitted. Legal entities
   are represented by their proxies.
4. Resolutions are passed by open vote; at the request of a
   quarter of the members present and entitled to vote, they are passed by secret
   ballot.

§ 10 Executive Board

1. The Executive Board consists of 2 members, the President and the
   Vice President, as well as 2 cash auditors. Legally binding declarations
   can be made by one member of the Executive Board alone.
2. The Executive Board decides on all matters that are not subject to the
   resolutions of the General Meeting. It manages the
   entire activity of the association.
3. The responsibilities of the Executive Board include:
   1. Deciding on the admission of new members
   2. Implementing the resolutions of the General Meeting
   3. Planning and implementation as well as delegation of tasks of association events
   4. Representation of the association
   5. Appointment of an association secretariat to manage the association
4. The term of office of the Board of Directors is two years. Re-election is permitted. If members of the Executive Board resign prematurely, the 1st
   cash auditor may replace them for the remainder of their term of office.
5. The President chairs the meetings and meetings of the bodies; if
   he is unable to do so, he is represented by one of the other members of the Executive Board
   .
6. The Executive Board passes its resolutions by a majority vote of the
   Executive Board members present, unless a different majority requirement is stipulated in these Articles of Association
   .

§ 11 Dissolution, annulment, discontinuation of the
Purpose of the association

1. The dissolution of the association can only be decided in a general meeting convened for this sole purpose
   with a majority of 3/4 of the votes cast
   . The general meeting is
   quorate if at least 3/4 of the members of the association are present
   . If the general meeting does not have a quorum,
   a new
   general meeting with the same agenda shall be convened without delay within the period specified in § 8, paragraph 3, which shall in
   any case have a quorum.
2. If the association is dissolved or abolished or if its
   previous purpose ceases to exist, the association’s assets shall be returned to its members
   on a pro rata basis in accordance with their contribution payments in the financial year of dissolution
   .
3. If it is not possible to use the assets in accordance with the previous paragraph
   , the association’s assets shall be

§ Section 12 Establishment clause

The association shall be entered in the register of associations. If amendments or adjustments to the articles of association are required by the relevant authorities
for the
entry in the register of associations, the
Executive Board can also make these without a resolution by the General Meeting.
The Executive Board is expressly authorized to carry out these actions at
.

Berlin, November 2017.