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Upon the 50th anniversary of Sto Se &Co. KGaA, the Sto-foundation was founded upon a profound realization, that our society depends, more than ever, on the betterment and support in education for our youth. By supporting young people not only with their professional and academic training, but also with their further education, the Foundation makes a significant contribution in this respect. Not only this, but the opportunity to develop a personal and professional identity of each of the trainees plays a key role alongside their professional development and further education. The activities of the Foundation have an international focus and are based on the Sto SE & Co. KGaA Mission Statement – “Building with conscience”.

§ 1 Name, legal form, registered office

1. The Foundation is known as the Sto Foundation.

2. It is an incorporated foundation under civil law with its registered office in Essen, Germany. The registered office of the Foundation can be changed if agreed upon by the Foundation Council.

§ 2 Purpose

1. The purpose of the Foundation is to fund vocational training, including student support, science and research, historic preservation, environmental protection, and the support for those who require it in line with Section 53 of the AO (The Fiscal Code of Germany). One of the specific aims of the Foundation is to increase awareness of the importance of environmentally sustainable living space that is tailored to human needs.

2. The purpose of the Foundation is predominantly fulfilled by the...

...Funding of technical training:
•    On one hand, the Foundation provides support in the fields of painting and plastering by donating both money and materials to young people who need personal or financial assistance within the terms of Section 53 and who, due to their general physical, mental, emotional, or social development, require special attention so that they can fully dedicate themselves to their training.
•    On the other hand, the Foundation also provides aid to painters and plasterers in training, regarded as role models, due to their outstanding achievements and high level of commitment in the form of scholarships and prizes for particular accomplishments.
•    The funding also covers training opportunities for instructor and teacher qualifications.

...Funding of academic training:
•    The Foundation offers scholarships and prizes to support engineering and architecture students who cannot continue studying for financial reasons but who demonstrate exemplary talent and commitment.
•    The Foundation can also support studies and projects that aim to promote ecological and economic energy saving measures in buildings.

...Further education:
•    The Foundation also supports further education for committed and talented students who have already completed their professional or academic training in painting/plastering or engineering/architecture. The further education should be promoted in particular by setting up a training academy.

...Further incentives:

•    The Foundation can support projects that are dedicated to the preservation of listed buildings or groups of buildings.
•    The Foundation can also fund projects that aim to explore construction materials and raw materials with aesthetic appeal that not only save energy, but also boast ecological and economical properties.

3. The Foundation fulfils these duties through the procurement of means according to Section 58, No. 1 of the AO in order to fund the purposes listed in Paragraph 1 for the implementation of the purposes of another tax-deductible body or for the implementation of tax-deductible purposes through a public law body, as long as it is not acting by means of institutional funding by implementing its duties either alone or through an auxiliary person in line with Section 57, Paragraph 1, Line 2 of the AO.

4. The Foundation exclusively and directly pursues charitable and not-for-profit objectives within the terms of the “Tax-deductible purposes” paragraph of the Fiscal Code of Germany (AO). The Foundation is a not-for-profit organization; it does not pursue purposes primarily aimed at its own economic advantage.

§ 3 Assets

1. The assets of the Foundation amount to EUR 1,000,000.

2. Potential funding from the founder or third parties which is explicitly designated for this purpose (external donations) is added to the Foundation assets; the Foundation is permitted to accept external donations. Other funding may be added to the Foundation assets, insofar as this is not to the detriment of its not-for-profit status.

3. The Foundation assets must always remain undiminished; the regrouping of assets is permissible.

4. Based on a decision made by the Executive Board, up to 15 % of the Foundation assets can be used to realize the objectives of the Foundation as long as this does not jeopardize the continued existence of the Foundation and provided it can be expected that the assets withdrawn will be returned in subsequent years.

§ 4 Application of funds

1. The income from the Foundation assets and the funding that is not added to this must be used promptly to fulfil the purpose of the company within the terms of the fiscal regulations. This does not apply to the creation of reserves or addition to the Foundation assets according to Section 58 No. 7 and No. 12 of the AO.

2. Foundation funds must only be used for purposes described by the charter.

No person may benefit from expenditures that are not related to the purpose of the Foundation or from disproportionately high remuneration. In this capacity, the founder and the legal successors do not receive any funds from the Foundation capital.

3. The fiscal year is identical to the calendar year.

§ 5 Bodies of the Foundation

1. The Foundation bodies are the Foundation Council and the Executive Board.

2. The members of the bodies of the Foundation work for the Foundation on a voluntary basis. They must not gain any pecuniary advantage from the funds of the Foundation. In accordance with a corresponding decision made by the bodies, these members have the right to be reimbursed for any reasonable expenses accrued provided that evidence of this expenditure can be provided.

3. The members of the Executive Board are only liable for intent and gross negligence. Liability in accordance with fiscal laws remains hereby unaffected.

§ 6 Foundation Council

1. The Foundation Council consists of a minimum of three and a maximum of seven natural people. As far as possible, at least one member should be
•    one proven expert in the field of education,
•    one trade representative, and
•    one representative from the field of architecture.

2. The members of the first Foundation Council are determined by the Foundation. The term of office for members is five years. Reappointment or reelection is permitted. If an important reason exists, a member can recall the Foundation Council with a majority of 3/4 of the members. The respective member shall be heard beforehand.

3. If a member resigns, the founder shall appoint a successor immediately. If the founder does not exercise this right or has permanently relinquished the right to be appointed, the Foundation Council shall then recruit a member by means of an election.

4. The Foundation Council should convene at least once a year. A chairman, deputy chairman, and treasurer must be chosen from the Council members, whose respective functions combine to form the Executive Board of the Foundation.

§ 7 Rights and obligations of the Foundation Council

1. The Foundation Council decides how to allocate the Foundation funds in compliance with this charter. The Foundation Council advises the Executive Board on how to implement the objectives of the Foundation on a practical level.

2. The progress report compiled by the Executive Board and the accountability report must be submitted to the Foundation Council. The Council decides on the approval of actions taken by the Executive Board. When adopting resolutions on the approval of actions taken by the Executive Board, the members of the Executive Board must abstain from voting.

§ 8 Executive Board

1. The Executive Board consists of three natural people. The first Executive Board is appointed by the Foundation.

2. When a member of the board resigns, the Foundation Council is responsible for appointing their replacement.

§ 9 Rights and obligations of the Executive Board

1. The Executive Board represents the Foundation on a judicial and extra-judicial basis. It has the status of a legal representative and acts through its chairman or deputy chairman together with an additional member.

2. The Executive Board shall be responsible for the management of the Foundation, particularly the correct management of the Foundation funds. The board may call upon third parties to carry out its duties.

§ 10 Control of decisions

1. The bodies of the Foundation have a quorum if at least half of the members – including the chairman or deputy – are present. Decisions are made with a simple majority of the votes cast as long as this charter does not stipulate other majority requirements. In the event of a tie, the chairman – or, in the chairman's absence, the deputy chairman – has the deciding vote. Members can exercise the voting right for other members with written consent.

2. Decisions can also be made in writing or by telephone if no member objects to this method within a period of three weeks. If members do not object within a period of six weeks, their votes are counted as a rejection of the decision submitted.

3. Minutes must be drawn up for every meeting and signed by the minute taker. The minutes are deemed to be approved if no member has objected to them within four weeks of posting to the members of the Executive Board.

§ 11 Amendments to the charter; dissolution and consolidation of the Foundation

1. The Foundation Council may decide to amend the charter, which may involve changing the purpose of the Foundation. As long as the founder appoints the members of the Foundation Council, the members can also take such a decision without a significant amendment to the external conditions. The decision requires a majority of 2/3 of the members of the Foundation Council. The new or amended purpose of the Foundation must also be tax deductible.

2. If it becomes impossible to fulfil the purpose of the Foundation or it no longer seems sensible in light of the substantial amendment to the conditions, the Foundation Council shall make the decision to dissolve the Foundation or consolidate it with another foundation with a 3/4 majority of its members. The Foundation emerging from consolidation must also be tax deductible.

3. If the Foundation is dissolved or abolished, or if it does not meet its tax-deductible objectives, the remaining funds after all liabilities have been deducted are migrated to a tax-deductible body or a public law body. This body must use the funds directly and exclusively for charitable purposes that correspond as closely as possible to the purpose of the Foundation.

§ 12 Briefing the Foundation supervisory authority

The Foundation supervisory authority must be informed upon request at any time about all matters concerning the Foundation. The annual financial statement must be submitted to the supervisory authority even if it is not explicitly requested.

§ 13 Status of the tax authorities

Regardless of the particular authorization requirements arising through German foundation law, the appropriate tax authority must be notified of decisions concerning amendments to the charter and the dissolution of the Foundation. In the event of changes to the charter which concern the purpose of the Foundation, a statement from the tax authority regarding tax concessions must be obtained in advance.

§ 14 Foundation supervisory authority

The Foundation supervisory authority is the Düsseldorf district government; the highest Foundation supervisory authority is the interior ministry of the state of North Rhine-Westphalia. The authorization and approval powers for Foundation supervisory authorities must be observed.


April, 2005