Articles

INCORPORATION

CARDIMED GLOBAL HEALTH FOUNDATION

Article 1.

Definitions of concepts.

The concepts used in these articles of association are defined below:

• Articles: the articles of the Foundation as they will read from time to time;
• Foundation: the legal entity to which the Articles appertain;
• In Writing: by letter, by telecopy, by e-mail or by message which is transmitted via any other current means of communication and which can be received electronically or in the written form, provided that the identity of the sender can be sufficiently established;
• Management Board: the management board of the Foundation.

Article 2.

Name and official seat.

1. The name of the Foundation is: CARDIMED Global Health Foundation
2. The Foundation has its official seat in the municipality of Maastricht.

Article 3.

Objectives.

1. The objectives of the Foundation are offering (financial) assistance to (legal) persons and organizations at home and abroad for the purpose of preventing and / or combating (medical) problems in the world in the broadest sense of the word and more specifically in the field of health care as also to accept bequests with the benefit of inventory and to perform all such further acts and activities as are in the widest sense connected therewith, incidental thereto and/or which may be conducive thereto.
2. The Foundation shall make every effort inter alia to attain and accomplish its objectives by:
   • collecting money through the organization of and / or participation in events;
   • setting up projects at home and abroad through the aforementioned funds; and
   • making a (financial) contribution to already existing projects and / or charities.
3. The objective of the Foundation is not to gain profits.
4. The Foundation aims to serve the public interest.

Article 4.

Funds and means.

1. The funds and means of the Foundation will be formed and created from:
   • subsidies and other contributions;
   • gifts, bequests and legacies;
   • all other acquisitions and gains.
2. The Foundation may accept bequests only with the benefit of inventory.

Article 5.

Management Board.

1. The Management Board shall consist of at least three (3) members, whose exact number is to be determined by the Management Board and shall be appointed the first time by (means of) the present deed.
2. The Management Board (with the exception of the first Management Board, the members of which are appointed in office), shall elect out of its body a chairman, a secretary and a treasurer, together forming the executive Management Board. The positions of secretary and treasurer may also be held by one person. At most half the number of the Management Board members may have a family relationship with another member.
3. The Management Board members shall retire in accordance with a schedule of retirement drawn up by the Management Board, with observance of a period of office of at least four years. Retiring Management Board members shall be eligible for reappointment unlimitedly.
4. If one or more vacancies are created on the Management Board the remaining Management Board members unanimously (or the sole remaining Management Board member) shall fill it or them by the appointment of one or more successor(s) within three months after the creation of the vacancy or vacancies.
5. Should the Management Board have one or more vacancies then the remaining Management Board members or the sole remaining Management Board member shall nevertheless remain a lawful Management Board.
6. If there is any disagreement among the remaining Management Board members about the appointment, the vacancies shall be filled by the court on request of any interested party or on demand of the public prosecutor's office.

Article 6.

Meetings and resolutions of the Management Board.

1. The meetings of the Management Board shall be held at the places from time to time to be determined and designated by the Management Board.
2. One meeting shall be held at least every six months.
3. Furthermore, meetings shall be held whenever the chairman deems the holding thereof desirable or if one of the other Management Board members makes a request In Writing to that effect to the chairman.
4. At least seven days' previous notice of any such meeting shall be given by the chairman In Writing.
5. The convening notices shall state and specify the items of business to be discussed.
6. Valid resolutions may nevertheless be tabled and passed at a meeting at which all Management Board members are present, provided that resolutions are taken by an unanimous vote.
7. The meetings shall be presided over by the chairman of the Management Board; if absent, the meeting itself shall designate its chairman.
8. Minutes of the business transacted at the meetings shall be taken by the secretary.
9. The Management Board may pass valid resolutions only if the majority of its members is present or represented.
10. The Management Board may pass resolutions without holding a meeting, provided that all members have cast their votes In Writing.
11. Each Management Board member shall be entitled to cast one vote. All resolutions shall be passed by absolute majority of the valid votes cast.
12. All votes at the meeting shall be oral, unless the chairman deems a vote by ballot desirable.
13. Blank votes shall be regarded as not having been cast.
14. In all disputes about votes not provided for in the Articles the chairman shall have the final decision.

Article 7.

Powers of the Management Board and remunerations.

1. The Management Board shall be vested with the conduct and management of the business and affairs of the Foundation.
2. The Management Board shall have the power to resolve that the Foundation enters into agreements for the acquisition, alienation, encumbrance and disposal of registered real estate.
3. No remuneration can be granted to the Management Board members. Expenses will be reimbursed on production of the necessary proof.
4. The board adopts a policy plan and periodically updates this policy plan.
5. The board ensures that no more capital is held than is necessary for the continuity of the work, and that costs of raising funds and management are in reasonable proportion to expenditure.
6. The board ensures the administration is set up to track expense allowances, fundraising costs, income, and assets.

Article 8.

Representation.

1. The Foundation shall be represented by the Management Board. Furthermore, the Foundation may be represented by two members of the executive Management Board acting jointly.
2. The Management Board may grant powers of attorney for the representation of the Foundation at law and otherwise within the limits defined.

Article 9.

Termination of membership of the Management Board.

Membership of the Management Board shall terminate by:

• the death of a Management Board member;
• loss of the right to dispose of his assets;
• written resignation;
• dismissal by virtue of article 2:298 of the Dutch Civil Code;
• a resolution of the other Management Board members passed unanimously;
• retirement by rotation.

Article 10.

Financial year and annual accounts.

1. The financial year of the Foundation shall coincide with the calendar year.
2. At the end of each financial year the treasurer shall draw up a balance sheet and statement of income and expenditure for the previous financial year.
3. The annual accounts shall be confirmed by the Management Board. Confirmation shall constitute a discharge to the treasurer.

Article 11.

Committees.

The Management Board may institute one or more committees, whose tasks and powers shall then be laid down in by-laws.

Article 12.

Advisory Board.

The Management Board may institute an Advisory Board, whose task shall be to give the Management Board advice. Further tasks and powers shall be laid down in by-laws.

Article 13.

Director.

1. The Management Board may appoint a Director and charge the latter with the day-to-day management of the Foundation's business and affairs.
2. If a Director has been appointed, he may be removed from office by the Management Board.
3. At meetings of the Management Board the Director shall have an advisory vote.

Article 14.

Codes of rules.

1. The Management Board shall have the power to lay down one or more codes of rules for matters not provided for in the Articles.
2. The codes of rules may not conflict with the law or the Articles.
3. The Management Board shall at all times be empowered to alter or cancel the codes of rules.

Article 15.

Amendment to the Articles.

1. The Management Board shall be empowered to amend the Articles by a majority of at least three quarters of the votes cast at a meeting at which all Management Board members are present or represented.
2. If not all members are present, a second meeting shall be convened not earlier than seven days but not later than twenty-one days after the first meeting.
3. Each Management Board member shall be empowered to expedite execution of the notarial deed embodying the amendment to the Articles.

Article 16.

Dissolution and winding-up.

1. The Management Board shall have power to dissolve the Foundation.
2. After its dissolution the Foundation shall continue in existence for liquidation purposes.
3. The liquidation proceedings shall be effected by the Management Board.
4. The liquidators shall ensure that an entry of the Foundation's dissolution is made in the register.
5. A positive liquidation balance shall be spent for the benefit of an organization with ANBI status with similar objects.
6. After completion of the winding-up proceedings, the books of account shall remain in the custody of the youngest liquidator for seven years.

Article 17.

Final provision.

In all cases not provided for by law, nor by the Articles, the Management Board shall decide.

Final statement.

The Management Board will for the first time consist of three (3) members and the following persons are appointed the first Management Board members of the Foundation:

1. Mr. Chris Zollner — Chairman
2. Mr. Asanka Fernando — Treasurer
3. Ms. Melissa Essers — Secretary

Address

The address of the Foundation is Stationsplein 8R, 6221 BT Maastricht.