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Campeggio Naturista INSIEME

CAMPEGGIO NATURISTA INSIEME

Articles of Association of STAK INSIEME

ESTABLISHMENT OF THE ADMINISTRATION OFFICE FOUNDATION INSIEME
Today, the twenty-first of March two thousand twenty-four, appeared before me, Mr. Rob Willem Boudewijn Timmers, notary in Lisse:
Mrs. Brenda Segaar, employed at the notary office Timmers at Heereweg 21 in Lisse, born in Leiden on the seventh of July nineteen ninety-eight
acting as the authorized representative of:
Mr. REMI BODE, residing in 3621 RN Breukelen, municipality of Stichtse Vecht, Narcis 1, born in Breukelen on the twenty-first of December nineteen ninety-three (21-12-1993), unmarried and not registered as a partner in the sense of registered partnership;
Mrs. SANDRA BORKENT, residing in 7422 SJ Deventer, Teunisbloem 4, born in Deventer on the twenty-third of October nineteen ninety (23-10-1990), unmarried and not registered as a partner in the sense of registered partnership.
hereinafter also referred to as "the founder".
The existence of the aforementioned power of attorney to the appeared person is evidenced by a private document, which will be attached to this document.
The appeared person, acting as mentioned, hereby declared to establish a foundation by this deed and to establish the following articles of association:

Name and Registered Office
Article 1
1. The foundation bears the name:
Administrative Office Foundation INSIEME (STAK INSIEME IN DUTCH).
2. Its registered office is located in Teylingen.

Purpose
Article 2
1. The foundation aims to acquire and manage real estate properties, particularly the Campeggio Naturista Insieme in Italy, by issuing certificates of ownership.
2. The foundation seeks to achieve its purpose, among other means, by:
a. acquiring, maintaining, owning, managing, leasing, and encumbering (real) properties through the issuance of named certificates;
b. exercising the property rights associated with the properties mentioned in sub-paragraph a., such as ownership rights, meeting rights, and voting rights;
c. distributing to the certificate holders what the foundation receives from the exploitation of the real estate properties within the framework of these statutes and the administrative conditions;
d. performing all other acts that are related to the above in the broadest sense or that may contribute to it.
3. The foundation is not authorized to engage in any business activities that may involve commercial risks for the foundation itself.
4. The foundation is not authorized to dispose of all assets:
a. other than by way of decertification or by entering into a legal transaction for that purpose;
b. to pledge or encumber in any other way, except with the prior consent of the meeting of certificate holders.
5. Notwithstanding the provisions of paragraph 4, the board is authorized to dispose of (a part of) the properties referred to in paragraph 2.a. of this article, provided that the sales proceeds are paid out to the respective certificate holder(s) within a period of no later than one month after disposal, with simultaneous withdrawal of the certificates.
6. The purpose of the foundation is not aimed at making a profit.
7. The foundation is obliged to comply with the applicable administrative conditions, provided that, in the event of conflict, the statutes of the foundation prevail.

Board
Article 3
1. a. Initially, the board of the foundation is composed of three directors, with one director appointed by the founders, one director appointed by the meeting of certificate holders, and one independent director appointed by the two preceding directors. The first board will be appointed by this deed. The positions of treasurer and secretary can be held by one director.
The appointment right of the founders is linked to their role as (ultimate) tenant of the real estate to be acquired by the foundation. If the founders no longer fulfill this role, the appointment right passes to the successor tenant. The cessation of the role of tenant and the status of successor tenant must be evidenced by a decision of the other directors and the meeting of certificate holders.
b. The number of directors is at least three.
c. Directors are appointed and suspended by the person who appointed the respective director as referred to in paragraph 1.a. of this article.
d. During a criminal investigation concerning a director, the director in question is suspended, without the need for a decision.
2. All directors are appointed for a period of up to four years. Reappointment is unlimited.
3. a. In the event of a vacancy on the board concerning the director appointed by the certificate holders, the board is obliged to convene a meeting of certificate holders as soon as possible to fill that vacancy.
b. The board is obliged to notify all certificate holders of an appointment to the board.
4. In the event of one or more vacancies on the board, the remaining directors or the remaining director form a properly composed board, except in cases where unanimity is required for taking a board decision as provided for below.
5. An independent director cannot be appointed:
- a holder of certificates issued by the foundation or a director or commissioner of a company in whose capital the foundation holds shares;
- a blood or in-law relative in the first to the second degree, or a spouse of a serving director of the foundation;
6. In all cases where a vacancy cannot be filled, or a vacancy is not filled within three months of its occurrence, the most interested director, certificate holder, or other interested party may request the court within whose jurisdiction the foundation is established to appoint a director.
7. The director appointed by the court pursuant to the preceding paragraph automatically vacates office at the time when the vacancy is filled in the manner described in this article.

Board Meetings
Article 4
1. Board meetings are held at a location in the Netherlands as determined in the convocation. Board meetings may also take place abroad if all board members agree to this.
Board meetings may also be held through telephone or video conferences, or by any other means of communication, provided all board members agree to this.
2. Meetings shall be held whenever one of the board members convenes it in writing, specifying the agenda items to be discussed.
3. Notice of the meeting shall be given at least seven days in advance, not counting the day of notice and the day of the meeting, by means of written notices.
4. The notices shall state, besides the place and time of the meeting, the topics to be discussed.
5. As long as all serving board members are present at a board meeting, valid decisions can be made on all matters on the agenda, provided they are approved unanimously, even if the requirements given by the statutes for convening and holding meetings have not been observed.
6. The meetings are chaired by the chairman; in their absence, those present shall provide for the conduct of the meeting themselves.
7. Certificate holders have the right to attend board meetings, unless the board decides otherwise unanimously.
8. Minutes of the proceedings at the meetings shall be kept by the secretary or by one of the other attendees, appointed for this purpose by the chairman of the meeting. The minutes shall be adopted and signed by those who acted as chairman and secretary at the meeting.

Board Decisions
Article 5
1. The board can only validly make decisions during a meeting if the majority of serving board members are present or represented at the meeting. A board member may be represented at the meeting by another board member upon presentation of a written proxy, deemed sufficient by the chairman of the meeting. A board member can only act as a proxy for one other board member.
2. The board may also make decisions outside of meetings, provided all board members have been given the opportunity to express their opinion in writing, whether by electronic means or otherwise. A record of such a decision, including the responses received, shall be drawn up by the secretary and, after co-signing by the chairman, appended to the minutes.
3. Each board member has the right to cast one vote. Unless these articles prescribe a larger majority, all board decisions shall be made by an absolute majority of the validly cast votes. In the event of a tie, the vote of the independent director shall be decisive.
4. A board member shall not participate in the deliberations and decision-making if they have or may have a direct or indirect personal interest that conflicts with the interest of the foundation. If this would result in the inability to make a board decision, the board member may still participate in the deliberations and decision-making. A board member remains authorized to represent the foundation even if they have a direct or indirect personal interest conflicting with the interest of the foundation.
5. All votes at meetings shall be taken orally unless one board member requests a written vote before the vote. Written voting shall be by means of unsigned, sealed ballots.
6. Blank votes shall be considered as not cast.
7. In all disputes concerning votes not provided for in the articles, the independent director shall decide.

Board Authority
Article 6
1. The board is responsible for the management of the foundation.
2. Board decisions concerning:
I. amending the articles of association;
II. acquiring, disposing of, and encumbering real estate;
III. determining the manner in which votes are cast at the general meeting of shareholders of a company in which the foundation has a direct or indirect interest, regarding proposals relating to:
a. the issuance of shares (including the disposal of shares acquired by the company);
b. granting rights to acquire shares;
c. the authority to issue shares;
d. wholly or partly setting aside a pre-emptive right of shareholders;
e. making a declaration regarding the setting aside or non-application of a share transfer restriction;
f. amending the articles of association of the company;
g. dissolution of the company;
h. termination of a business of the company;
i. transfer of a business of the company;
j. reduction of the capital of the company;
k. legal merger involving the company;
must be made unanimously at a meeting where all board members are present or represented, without any vacancies on the board.
3. Board decisions concerning granting cooperation to decertify one or more assets must also be made unanimously at a meeting where all board members are present or represented, without any vacancies on the board.
4. If in a meeting where a board decision as referred to in paragraph 2 is discussed, not all board members are present or represented, whether or not due to a vacancy, a new meeting shall be convened, to be held within one month after the first meeting, but not earlier than fifteen days thereafter, at which, regardless of the number of board members present or represented, decisions as referred to in paragraph 2 can be made by a majority of at least two-thirds of the votes cast.
The invitation to this new meeting must state that it is a second meeting as referred to above.
5. The board may establish rules regarding decision-making and the operation of the board, in addition to what is provided for in the articles of association.
6. The board may grant remuneration to the directors or one or more of them. Expenses shall be reimbursed to them.

Representation
Article 7
1. The board represents the foundation.
2. The authority to represent also belongs to two board members acting jointly.
3. The board is, subject to the provisions of Article 6, paragraph 2, authorized to decide on agreements for the acquisition, disposal, and encumbrance of real estate.
4. The board is, subject to the provisions of Article 6, paragraph 2, authorized to decide on agreements whereby the foundation acts as a guarantor or joint debtor, makes itself liable for a third party, or provides security for the debt of another.
5. Legacies may only be accepted subject to the benefit of inventory.

End of Board Membership
Article 8
The membership of a board member terminates: a. upon their death; b. when they lose the free management of their assets; c. by written resignation (voluntary withdrawal); d. through periodic resignation; e. in the case of a legal entity, if the legal entity is dissolved or ceases to exist for any other reason; f. by dismissal by the authority that appointed the respective board member; g. by dismissal based on Article 2:298 of the Civil Code.


Financial Year and Financial Statements
Article 9
1. The financial year of the foundation corresponds to the calendar year.
2. The board is obliged to maintain an administration of the financial position of the foundation and of everything concerning the activities of the foundation in such a way that the rights and obligations of the foundation can be known at all times, in accordance with the requirements arising from these activities.
3. The board is required to keep the written annual accounts, as well as the books, documents, and other data carriers referred to in this article, for a period of seven years, notwithstanding the provisions of paragraph 4 of this article.
4. The data recorded on a data carrier, except for the written annual accounts, may be transferred and stored on another data carrier, provided that the transfer is made with a correct and complete representation of the data, and that this data is available for the entire retention period and can be made readable within a reasonable time.
5. At the end of each financial year, the books of the foundation are closed. The treasurer prepares a balance sheet and a statement of income and expenses for the completed financial year.
6. These financial statements must be submitted by the treasurer for approval before June of the following financial year, at a board meeting where at least three-fourths of the total number of serving board members are present.
7. Approval of these financial statements releases the treasurer from responsibility for his management during the past financial year, but only to the extent that the actions are evident from the financial statements.


Meeting of Certificate Holders
Article 10
1. Meetings of certificate holders shall be held whenever required by the statutes or the administrative conditions, or whenever deemed desirable by the board or one of the directors. Additionally, the board is obliged to convene a meeting of certificate holders upon written request, indicating the topics to be discussed, from one or more certificate holders representing at least two-tenths of the total nominal amount of issued certificates. If such a request is not complied with within fourteen days, the applicants themselves are entitled to convene the meeting.
2. The convening of a meeting of certificate holders shall be done in writing, specifying the topics to be discussed, with a notice period of at least seven days, not counting the day of the notice and the day of the meeting. If the notice is not provided in writing, or if topics not mentioned in the notice are discussed, or if the notice period is shorter than seven days, decisions can still be made provided all certificate holders are present or represented at the meeting, none of the certificate holders oppose the decision-making, and the meeting is held with the prior knowledge of the board.
3. Meetings of certificate holders shall be held in the municipality where the foundation is statutorily established. Meetings may also be held abroad if all certificate holders agree. Meetings of certificate holders may also be conducted via telephone or video conferencing, or by any other means of communication, provided that each participating certificate holder can be heard simultaneously by all others.
4. Certificate holders, members of the board, and those invited by the board have access to the meeting. A certificate holder may be represented at the meeting by another certificate holder duly authorized in writing. A certificate holder may represent at most one other certificate holder at the meeting. Additionally, a certificate holder may be represented at the meeting by a notary, lawyer, registered accountant, or chartered accountant, duly authorized in writing.
5. Each certificate entitles the holder to one vote.
6. All decisions not otherwise determined by the statutes or administrative conditions shall be made by an absolute majority of the votes cast, regardless of the number of certificates represented at the meeting. Blank votes shall be deemed not to have been cast. In case of a tie, the decision shall be made by drawing lots.
7. All votes shall be cast orally, unless a certificate holder present at the meeting requests a written vote, in which case voting shall be by means of unsigned ballot papers.
8. Meetings shall be chaired by a person appointed by the board, whether from among its members or not. If no chair is appointed in this manner, the meeting shall appoint one. Until then, the chairmanship shall rest with the independent director.
9. Minutes of the meeting shall be taken by a person designated by the chair of the meeting, and shall be drafted and subsequently approved and signed by the chair and the minute-taker of the meeting in question, or the next meeting. Electronic signing of the minutes is also permitted, provided the identities of the signatories can be reliably established.
10. The meeting of certificate holders may also make decisions outside of a formal meeting, provided this is done with the prior knowledge of the board, all certificate holders are given the opportunity to cast their votes, and they all have declared in writing that they do not oppose this method of decision-making. A decision is considered made once the required majority of votes has been cast in favor of the proposal.
11. A record shall be made by the board of any decision taken outside of a meeting, and this record, along with the documents referred to in paragraph 10 of this article, shall be appended to the minutes.

Announcements to Certificate Holders
Article 11
All announcements to certificate holders shall be made in writing, addressed to the address that certificate holders must continuously provide to the foundation. Each certificate holder is obliged to notify the foundation in writing of their address and any changes thereto. All consequences of not providing or not correctly communicating their address or changes thereto shall be borne by the individual concerned. In deviation from the provision in the first sentence of this article, announcements to certificate holders may be made to the email addresses provided by the respective certificate holders to the foundation.

Regulations.
Article 12.
1. The board is authorized to establish regulation(s) in which subjects not covered by the articles of association are regulated.
2. A regulation must not be in conflict with the law or the articles of association.

Administrative Conditions.
Article 13.
1. The foundation establishes administrative conditions by notarial deed.
2. The administrative conditions may be amended pursuant to a decision of the board.
A decision of the board to amend the administrative conditions requires a majority of at least two-thirds of the votes cast in a meeting where at least two-thirds of the incumbent directors are present or represented.
If in a meeting where a proposal to amend the administrative conditions is discussed, at least three of the incumbent directors are not present or represented, a second meeting shall be convened, to be held no earlier than two weeks and no later than four weeks after the first meeting.
In this second meeting, regardless of the number of directors present or represented, a valid decision on the proposal discussed in the first meeting may be made, provided that it receives a majority of at least two-thirds of the votes cast.
The administrative conditions may include further provisions regarding their amendment.
3. Amendments to the administrative conditions shall only enter into force after these amendments have been recorded in a notarial deed.

Amendment of Articles
Article 14
1. The board is authorized to amend these articles. The decision to amend the articles must be taken unanimously in a meeting in accordance with Article 6 paragraph 2, where all board members are present or represented, without any vacancies existing on the board.
2. The amendment must be effected by notarial deed under penalty of nullity. Each board member individually is authorized to execute the relevant deed.

Dissolution and Liquidation
Article 15
1. The board is authorized to dissolve the foundation. The decision to dissolve must be taken unanimously in a meeting where all board members are present or represented, without any vacancies existing on the board.
2. The foundation shall continue to exist after its dissolution to the extent necessary for the liquidation of its assets.
3. Upon the dissolution of the foundation, the liquidation shall be carried out by the board. As part of the liquidation, the property rights shall be transferred by way of decertification to the respective certificate holders, thereby rendering the certificates issued for this purpose null and void.
4. During the liquidation, the provisions of these articles shall remain in force as much as possible.
5. Any surplus after liquidation shall be distributed as determined by the liquidators.
6. After completion of the liquidation, the books and records of the dissolved foundation shall remain under the custody of a person appointed by the liquidators for a period of ten years.

Final Provision
Article 16
In all cases where both the law and these articles do not provide, the board shall decide.

Article 17
The first fiscal year of the foundation ends on the thirty-first of December two thousand twenty-four. **Final Declarations** 1. Finally, the appearing person, acting as mentioned, declared that the following persons are appointed as board members: a. Mr. KORNELIS BOONSTRA, born in Leiden on the twenty-fourth of December nineteen fifty-four (24-12-1954), in the position of chairman; b. Mr. R. Bode, as mentioned above, in the position of secretary/treasurer; c. Mrs. S. Borkent, as mentioned above, as a temporary board member representing the certificate holders. 2. Once at least eighty percent (80%) of the certificates to be issued are placed, the board shall convene a meeting of certificate holders to appoint their own board member. This person will succeed Mrs. S. Borkent as a board member. 3. The foundation will initially have its office at: 2172 HT Sassenheim, Kagerweide 9.

OF WHICH DEED,
is executed in Lisse on the date mentioned at the beginning of this deed.
The appearing person is known to me, the notary. The substance of the deed has been communicated and explained to the appearing person. The appearing person has declared that they do not wish for the deed to be read out in full, that they received a draft deed before the execution, that they are aware of the content of the deed, and that they have been informed of the consequences arising from the deed.

This deed has been read out in a limited manner and immediately thereafter signed, first by the appearing person and then by me, the notary.

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