Foundation Articles of Association of the PATRIZIA Foundation

CONSTITUTION OF A CHARITABLE INCORPORATED ORGANISATION WITH VOTING MEMBERS OTHER THAN ITS CHARITY TRUSTEES

(‘ASSOCIATION’ MODEL CONSTITUTION – SOLE MEMBER)

Date of Constitution (last amended):

Name
- The name of the Charitable Incorporated Organisation (“the CIO”) is PATRIZIA Foundation UK CIO.
National location of principal office
- The CIO must have a principal office in England or Wales. The principal office of the CIO is in
Object
- The object of the CIO is to further such exclusively charitable purposes for the benefit of the public according to the law of England and Wales as the charity trustees in their absolute discretion from time to time determine and in particular, but without prejudice to the generality of the foregoing to:
  - make grants to charities, organisations, projects and individuals which:
    - advance the welfare of children and young people through education, training, improving health care and rehabilitation;
    - provide the relief of those in need as a result of natural and man-made disasters and the effects of war;
    - advance the arts, culture and science and technology;
    - provide development aid and refugee aid;
    - relieve poverty.

Powers
- The CIO has power to do anything which is calculated to further its object or is conducive or incidental to doing so. In particular, the CIO has power to:
  - borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011, if it wishes to mortgage land;
  - buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
  - sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
  - employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of that clause;
  - deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.

Application of income and property
- The income and property of the CIO must be applied solely towards the promotion of the object.
  - A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by them when acting on behalf of the CIO.
  - A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
- None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO or connected person. This does not prevent a member or connected person who is not also a charity trustee receiving:
  - a benefit from the CIO as a beneficiary of the CIO;
  - reasonable and proper remuneration for any goods and/or services supplied to the CIO.
- Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
Benefits and payments to charity trustees and connected persons
- General Provisions

No charity trustee or connected person may:

buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
sell goods, services, or any interest in land to the CIO;
be employed by, or receive any remuneration from, the CIO;
receive any other financial benefit from the CIO;

unless the payment or benefit is permitted by clauses 6.2.1-6.2.4, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

Scope and powers permitting trustees’ or connected persons’ benefits
- A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.
- A charity trustee or connected person may enter into a contract for the supply of services and/or goods to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
- A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
- A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
- A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.
In clause 2:
- “the CIO” includes any company in which the CIO:
  - holds more than 50% of the shares; or
  - controls more than 50% of the voting rights attached to the shares; or
  - has the right to appoint one or more directors to the board of the company;
- “connected person” includes any person within the definition set out in clause 30 (Interpretation).

Conflicts of interest and conflicts of loyalty

A charity trustee must:

declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
absent themselves from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between their duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).

Any charity trustee absenting themselves from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

Liability of members to contribute to the assets of the cio if it is wound up

If the CIO is wound up, the member of the CIO shall have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

Membership of the cio
- Number of members
  - The number of members of the CIO is one.
- First member
  - The first member of the CIO shall be the Foundation.
- Transfer of rights and membership
  - Membership of the CIO shall not be transferred to anyone else other than to a successor body of the Foundation or to an organisation nominated by the Foundation in writing to the CIO provided such organisation is a not-for-profit organisation with objects similar to the CIO.
  - The rights of the member shall be personal to the member and shall cease on dissolution or the appointment of a receiver or liquidator.
- Duty of the member
  - It is the duty of the member of the CIO to exercise its powers as a member of the CIO in the way it decides in good faith would be most likely to further the purposes of the CIO.
- Termination of membership
  - Membership of the CIO comes to an end if:
    - the member ceases to exist; or
    - the member sends a notice of resignation to the charity trustees; or
    - clause 9.3.2 applies.
  - In the event that membership is terminated in accordance with clause 9.5.1 the charity trustees shall have the power to appoint a new member of the CIO, provided that such member is a not-for-profit organisation with objects that are similar to the CIO.

Member’s decisions
- Except for those decisions that must be taken in a particular way as indicated in clause 10.2 or if the General Regulations require otherwise, the CIO shall dispense with the holding of general meetings and decisions of the member of the CIO shall be taken by written resolution.
- Decisions that must be taken in a particular way:
  - any decision to remove a charity trustee must be taken in accordance with clause 15.2;
  - any decision to amend this constitution must be taken in accordance with clause 28;
  - any decision to wind up or dissolve the CIO must be taken in accordance with clause 29; and
  - any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

General meetings of member
- There being only one member of the CIO, the member shall take decisions in accordance with clause 10 and is not required to hold a general meeting but where general meetings would otherwise be required by the General Regulations or this constitution the member may call a meeting and should invite the charity trustees to attend on reasonable notice. Where a general meeting is called the member will appoint an authorised representative to attend the general meeting on its behalf.
Charity trustees
- Functions and duties of charity trustees

The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:

to exercise their powers and to perform their functions as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and
to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
- any special knowledge or experience that he or she has or holds themselves out as having; and,
- if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.
Eligibility for trusteeship
- Every charity trustee must be a natural person.
- No one may be appointed as a charity trustee:
  - if he or she is under the age of 16 years; or
  - if he or she would automatically cease to hold office under the provisions of clause 1.4.
- No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, their acceptance of the office of charity trustee.
Number of charity trustees
- There must be at least three charity trustees. If the number falls below this minimum, the remaining charity trustee or trustees may act only to call a meeting of the charity trustees.
- The maximum number of charity trustees is The charity trustees may not appoint any charity trustee if as a result the number of charity trustees would exceed the maximum.
First charity trustees

The first charity trustees are as follows:

Astrid Gabler
Simon Woolf
Sabine Wunderlich

Appointment of charity trustees
- The Foundation shall appoint (and may remove) the charity trustees. Any appointment must be made at a meeting held according to the ordinary practice of the Foundation.
- The first terms of office of the first charity trustees set out at clause 12.4, and any other charity trustee who is appointed on or before 31 December 2024, shall terminate on 1 January 2025.
- With the exception of the first terms of office of the first charity trustees as set out at clause 13.1, or if the trustees determine to appoint a charity trustee for a shorter term, every trustee shall be appointed for a term of one year starting on the 1 January of the relevant year and terminating on 1 January of the following year.
- If the Foundation should fail to make an appointment on or before 1 January in the relevant year, such that the number of charity trustees should fall below the minimum number of trustees provided at clause 12.3.1, then the trustees in office immediately before 1 January of the relevant year shall, notwithstanding clause 13.3, remain in office as charity trustees until such time that the Foundation exercises its powers of appointment and removal in accordance with clauses 3.1 and 3.3.
- Within three months of the date the CIO is registered, the Foundation in exercising its rights of appointment, will endeavour to ensure that at least two charity trustees appointed from time to time are not employees of the Patrizia Group of Companies and/or members of the Boards of the Foundation.
Information for new charity trustees

The charity trustees will make available to each new charity trustee, on or before their first appointment:

a copy of this constitution and any amendments made to it; and
a copy of the CIO’s latest trustees’ annual report and statement of accounts; and
a copy of any protocols, procedures or memorandum of understanding which governs the relationship between the Foundation and the CIO.

Retirement and removal of charity trustees
- A charity trustee ceases to hold office if they:
  - retire by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
  - die;
  - in the written opinion, given to the CIO, of a registered medical practitioner treating that person, have become physically or mentally incapable of acting as a charity trustee and may remain so for more than three months;
  - are removed by the Foundation by notice in writing;
  - with the prior consent of the Foundation, are removed by the charity trustees on the basis that their continued trusteeship is harmful or detrimental to the interests of the CIO (but only after the charity trustee in question has been given an opportunity to make representations to the other charity trustees at a meeting prior to their decision to remove them);
  - are removed by the charity trustees in accordance with any codes, rules or regulations applicable to the trustees or on the basis that their continued trusteeship is harmful or detrimental to the CIO’s interests; or
  - are disqualified from acting as a charity trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
- A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.
Reappointment of charity trustees
- Any person who retires as a charity trustee at the end of their term or by giving notice to the CIO or who has been removed by the Foundation as a charity trustee and who is eligible and willing to serve as a charity trustee is eligible for reappointment.
Taking of decIsions by charity trustees
- Any decision may be taken either:
  - at a meeting of the charity trustees; or
  - by resolution in writing or electronic form agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that:
    - a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
    - the majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve within 28 days of the circulation date.

Delegation by charity trustees
- The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
- This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:
  - a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;
  - the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
  - the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

Meetings and proceedings of charity trustees
- Calling meetings
  - Any charity trustee may call a meeting of the charity trustees.
  - Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
- Chairing of meetings
  - At the first meting of the charity trustees in the calendar year the charity trustees may appoint one of their number to chair their meetings for a term of approximately one year which will terminate on the date of the first meeting of the charity trustees in the following calendar year (the “Chair“).
  - Notwithstanding clause 19.2.1, the charity trustees may at any time revoke such appointment.
  - A person who has previously acted as Chair may be reappointed as the Chair and there shall be no limitation on consecutive terms of office served by a Chair.
  - If no-one has been so appointed as Chair, or if the person appointed is unwilling to preside as Chair or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.
- Procedure at meetings
  - No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two charity trustees, or the number nearest to 51% of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
  - Questions arising at a meeting shall be decided by a majority of those eligible to vote.
  - In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
- Participation in meetings by electronic means
  - A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.
  - Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting. A meeting which takes place by video or telephone conference or a series of video conferences or telephone calls from the chair will be treated as taking place where the chair is. Otherwise, meetings will be treated as taking place where the largest group of the participants are or, if there is no such group, where the chair is unless the trustees decide otherwise.
  - Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

Saving provisions
- Subject to clause 2, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
  - who was disqualified from holding office;
  - who had previously retired or who had been obliged by the constitution to vacate office;
  - who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
  - for whom there is a technical defect in their appointment as a trustee of which the trustees were unaware at the time;

if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

Clause 1 does not permit a charity trustee to keep any benefit that may be conferred upon them by a resolution of the charity trustees or of a committee of charity trustees if, but for clause 20.1, the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).

Execution of documents
- The CIO shall execute documents either by signature or by affixing its seal (if it has one).
- A document is validly executed by signature if it is signed by at least two of the charity trustees.
- If the CIO has a seal:
  - it must comply with the provisions of the General Regulations; and
  - it must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two charity trustees.

Use of electronic communications
- General

The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
any requirement to provide information to the Commission in a particular form or manner.

To the CIO
- Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.
By the CIO
- Any member or charity trustee of the CIO, by providing the CIO with their email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO their unwillingness to receive such communications in that form.
- The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:
  - give charity trustees notice of their meetings in accordance with clause 1 (Calling meetings); and
  - submit any proposal to the member or the Trustees for decision by written resolution in accordance with the CIO’s powers under clause 10.
- The charity trustees must:
  - take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal; and
  - send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.

Keeping of registers

The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.

Minutes

The charity trustees must keep minutes of all:

appointments of officers made by the charity trustees;
proceedings at general meetings of the CIO;
meetings of the charity trustees and committees of charity trustees including:
- the names of the trustees present at the meeting;
- the decisions made at the meeting; and
- where appropriate the reasons for the decisions;
decisions made by the charity trustees otherwise than in meetings.

Accounting records, accounts, annual reports and returns, register maintenance
- The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
- The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.
Rules

The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.

Disputes

If a dispute arises between the member and the charity trustees about the validity or propriety of anything done by the charity trustees under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

Amendment of constitution

As provided by sections 224-227 of the Charities Act 2011:

this constitution can only be amended by a written resolution of the member:
any alteration of clause 3 (Object), clause 29 (Voluntary winding up or dissolution), this clause, or of any provision of this constitution where the alteration would provide authorisation for any benefit to be obtained by charity trustees or member of the CIO or persons connected with them, requires the prior written consent of the Charity Commission;
no amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid; and
a copy of the resolution altering the constitution, together with a copy of the CIO’s constitution as amended must be sent to the Commission within 15 days from the date on which the resolution is passed.

Voluntary winding up or dissolution
- As provided by the Dissolution Regulations, the CIO may be dissolved by a written resolution of the member.
- Subject to the payment of all the CIO’s debts:
  - any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
  - if the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.
  - in either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
- The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
  - the charity trustees must send with their application to the Commission:
    - a copy of the resolution passed by the member of the CIO;
    - a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
    - a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution;
  - the charity trustees must ensure that a copy of the application is sent within seven days to the member and every employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.
- If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
Interpretation

In this constitution:

“Boards of the Foundation” means a member of the Foundation Governing Board or the Foundation Council as defined in the Articles of the Foundation.

“CIO” means the Charitable Incorporated Organisation created by the constitution.

“Communications Provisions” means the Communications Provisions in Part 9 of the General Regulations.

“connected person” means:

(a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee;

(b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;

(c) a person carrying on a business in partnership with the charity trustee or with any person falling within sub-clause (a) or (b) above;

(d) an institution which is controlled –

(i) by the charity trustee or any connected person falling within sub-clause (a), (b) or (c) above; or

(ii) by two or more persons falling within sub-clause (d)(i), when taken together

(e) a body corporate which –

(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or

(ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.

Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.

“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012

“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012

“charity trustee” means a charity trustee of the CIO.

“Foundation” means PATRIZIA KinderHaus – Wolfgang Egger Stiftung für Kinder und Jugendliche in aller Welt of Fuggertraße 26, 86150 Augsburg, Germany.

“Patrizia Group” means the companies which form part of the Patrizia Group.

A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.