(1) As of 1 January 2004, the City of Bonn's building management shall be managed as an organizationally and economically independent municipal institution without its own legal personality in the same way as a proprietary enterprise in accordance with the provisions of the municipal code, the Own Enterprise Ordinance and the provisions of these operating statutes.

(2) The name of the company is Städtisches Gebäudemanagement Bonn (SGB). The registered office of the company is Bonn.

(1) The purpose of the business is to provide the organizational units of the City of Bonn with buildings, rooms and associated land - developed real estate of the City (economic unit) - in line with their needs under economically optimized conditions. In this respect, the company ensures that the assets to be contributed by the City of Bonn can be used to fulfill the respective public purpose for which they were contributed.

(2) Within the scope of proper management, the company shall be active in the following areas in particular:

• Planning, construction, maintenance, conversion, expansion and modernization as well as ongoing maintenance of buildings and structural facilities
• energy management
• Building cleaning
• Janitor services
• Letting and leasing of buildings and land
• Land purchases and sales

The company is also authorized to carry out all other measures and transactions that promote its business purposes. It may use third parties to fulfill its tasks.

(3) The municipal organizational units shall be supplied with buildings and associated services in accordance with their respective requirements. In doing so, cost transparency shall be created, the real estate portfolio required for the performance of municipal tasks shall be economically optimized and operating costs shall be minimized, taking into account the overall interests of the City of Bonn, which shall be determined by the Mayor of Bonn in consultation with the Administrative Board, if necessary.

(1) The share capital is paid in the form of contributions in kind.

(2) The amount of the share capital shall be determined, resolved and updated by the Council on a case-by-case basis, taking into account the respective transfers of assets.

(3)

1. the share capital amounts to EUR 134,635,839.83 as of 01.01.2019

2. the share capital amounts to EUR 141,073,373.00 as of January 1, 2020

3. the share capital amounts to 148,289,987.02 euros as of 01/01/2021

4. the share capital will amount to EUR 155,503,931.00 as of 01/01/2022

5. the share capital will amount to EUR 162,716,965.00 as of 01/01/2023

6. the share capital will amount to 169,275,565.00 euros from 01/01/2024.

The Bonn City Council decides on all matters relating to the company that are reserved for it by the municipal code, the Own Plant Ordinance and the main statutes. These include in particular

• the definition of strategic objectives
• the appointment and dismissal of the management
• the adoption and amendment of the business plan
• the adoption of the annual financial statements and the appropriation of profits
• the provision of appropriate share capital and the increase and repayment of equity capital
• amendments to the articles of association
• the expansion, restriction, dissolution and change of the legal form of the company
• the use of real estate assets in the event of abandonment or discontinuation of the public purpose
• the approval of property purchases and sales above a business value of EUR 500,000
• the approval of property purchases and the exercise or non-exercise of pre-emptive rights above a transaction value of EUR 500,000 for the implementation of development plans and the execution of individual measures.

(1) The operating committee is made up of members appointed by the council.

(2) The operating committee decides in particular on the following matters which are assigned to it by the municipal code, the Own Plant Ordinance and the operating statutes:

• Appointment of the auditor
• Approval of property purchases above EUR 50,000 to EUR 500,000 and property sales of EUR 40,000 to EUR 500,000, with the exception of ongoing operational management and matters that are the responsibility of the council in accordance with the municipal code and the Own Plant Ordinance
• Approval of land purchases and the exercise or non-exercise of pre-emptive rights of between EUR 175,000 and EUR 500,000 for the implementation of development plans and the execution of individual measures, unless special provisions have been made by council resolution
• Granting and establishing heritable building rights in cases where a council or committee resolution would be required for the sale or purchase of land
• Leasing/letting and renting/letting of land/buildings with a term of more than ten years in which the annual fee exceeds EUR 100,000 per year in individual cases
• Leasing of catering establishments if the annual fee exceeds EUR 50,000 in individual cases
• Awarding of contracts that exceed EUR 75,000 (VOL) in individual cases and EUR 175,000 (VOB) for construction work
• Awarding of fee contracts exceeding 50,000 euros
• indefinite write-offs and the waiver of monetary claims if they exceed EUR 10,000 in individual cases
• Approval of additional expenses that jeopardize earnings in accordance with Section 15 (3) EigVO NW
• Conclusion of contracts, in particular special contracts, unless the council is responsible and/or they are not part of the day-to-day management of the company

Regular reports are submitted to the operating committee on contracts awarded in accordance with VOB between EUR 100,000 and EUR 175,000.

(3) The Operating Committee shall discuss matters that are to be decided by the Council.

(4) In cases of extreme urgency, the Mayor of Bonn shall decide together with the chairperson or deputy chairperson of the operating committee.

(5) The management shall represent the affairs of the company before the works committee.

The awarding of contracts for measures in connection with the project "Restoration and modernization of the Beethovenhalle in accordance with the preservation order" is carried out by the management of the Municipal Building Management on the basis of the budget approved by the Council, provided that the estimated costs of the measure are not exceeded by more than 10 percent.

(1) The Mayor of Bonn shall be informed by the management in good time of all important matters. The Mayor of Bonn may request information from the management and issue instructions in the interests of the uniformity of the administration and the objectives of the city as a whole. If the management is unable to assume responsibility for the implementation of an instruction from the Mayor of Bonn at its own discretion and if an indication of conflicting concerns on the part of the management does not lead to a change in the instruction, it must turn to the works committee. If no agreement is reached between the works committee and the Mayor of Bonn, a decision must be taken by the main committee.

(2) The Mayor of Bonn is the superior of all employees of the company.

(1) The management shall submit to the treasurer the draft business plan and the annual financial statements, the quarterly overviews, the results of the operating statistics and the cost of sales accounts; it shall also provide him with all other financial information on request. If the treasurer does not agree with a draft submitted in accordance with sentence 1, the draft shall be amended in accordance with the objections and submitted to the operating committee for discussion in the amended version, stating the differing opinion of the operating management.

(2) The treasurer must be consulted before decisions are made on financial matters of SGB that affect the city's budget. If such matters are discussed in the operating committee, the treasurer must be invited to attend.

(1) The operational management consists of an operational manager and a deputy operational manager.

(2) The company shall be managed independently by the company management, unless otherwise stipulated by the municipal code of procedure, the Own Plant Ordinance or these company statutes. In particular, the management is responsible for the day-to-day management of the business. It is responsible for the economic management of the company. In consultation with the Mayor of Bonn, the management prepares the resolutions of the Council relating to the business.

(3) The authority to recruit, hire, promote and terminate employment relationships of employees is transferred to the management, insofar as this is provided for in the main statutes. Otherwise, the management decides on the basis of the powers delegated to it in matters relating to employee personnel law within the framework of the approved business plan. The management must be involved in decisions relating to civil service law.

(1) The City of Bonn shall be represented by the management in matters of the company that are subject to the decision of the management.

(2) The management shall sign as follows

the operations manager under the name:
Städtisches Gebäudemanagement Bonn (without addition)

the deputy operations manager under the name:
Städtisches Gebäudemanagement Bonn
By proxy

(3) Other employees of the company are authorized to represent the company if they are specially authorized to do so. They shall always sign "On behalf of".

(4) Formal declarations of commitment within the meaning of the municipal code shall be signed by the Mayor of Bonn and the management, unless they are part of the day-to-day management of the company. They are to be submitted under the designation

City of Bonn
The Mayor of Bonn
Municipal Facility Management Bonn.

(5) The group of authorized representatives and the scope of their powers of representation shall be announced by the management in accordance with local practice.

(1) The financial year is the calendar year.

(2) The business shall be managed economically. The business shall be managed and accounted for financially as special assets. The preservation of the special assets shall be taken into account.

(3) The institution's accounting system shall comply with the rules of double-entry bookkeeping.

(1) The management shall draw up a business plan in good time, at the latest one month before the start of the financial year, so that the Council can give its approval before the start of the financial year. The business plan shall include the profit plan, the asset plan and the staffing overview. The economic management shall be based on a five-year financial plan.

(2) The business plan must be amended immediately if one of the following conditions specified in the Eigenbetriebsverordnung occurs:

• the annual result will deteriorate by more than 5 percent compared to the profit plan and this deterioration impairs the city's budgetary situation or necessitates a change to the asset plan
• higher allocations or higher loans are required to balance the asset plan by more than 5 percent
• further commitment appropriations are to be provided for in the asset plan
• a significant increase or increase in the number of positions provided for in the job overview becomes necessary, unless it is a temporary recruitment of temporary staff.

(3) The approval of the operating committee is required for additional expenditure for individual projects that exceed 10 percent of the amount in the asset plan, but at least EUR 50,000.

(4) The draft business plan shall be prepared by the management. The business plan shall be submitted to the operating committee via the Mayor of Bonn in good time before the start of the new financial year in accordance with paragraph 1, which shall forward it to the City Council for approval with the result of its deliberations. When drawing up the business plan, the framework conditions resulting from the budgetary management of the City of Bonn must be taken into account.

(1) The annual financial statements and management report shall be prepared by the management within three months of the end of the financial year and submitted to the operating committee for approval by the Bonn City Council via the Mayor of Bonn, together with a proposal for the appropriation of profits. The annual financial statements and management report shall be prepared, audited and approved in accordance with the provisions of Book 3 of the German Commercial Code applicable to large corporations. As part of the audit of the annual financial statements, the regularity of the management shall be audited in accordance with § 53 (1) nos. 1 and 2 of the HGrG and the economically significant facts shall be reported on.

(2) The management must inform the Mayor of Bonn and the operating committee in writing at least quarterly within one month of the end of the quarter about the development of income and expenses as well as about developments from the asset plan.

A special treasury is set up for the cash management of the company. The provisions of the Ordinance on the Cash Management of Municipalities - Municipal Cash Management Ordinance (GemKVO) - are applied accordingly in the currently valid version. The details are governed by separate instructions.

If the EU thresholds are exceeded when awarding public contracts, the company is obliged to apply Sections 97 et seq. Act against Restraints of Competition (GWB) when awarding public contracts. The provisions of Section 25 of the Municipal Budget Ordinance (GemHVO) apply accordingly to awards below the thresholds. Further details are governed by the procurement regulations of the City of Bonn.

The municipal users must procure their space and building requirements exclusively from the company. The details are regulated by usage contracts. A decision on exemption from this obligation to contract must be made again after five years at the latest. If services are required by the company that are not provided by municipal departments, other municipal companies or other municipal organizations in terms of scope, availability and quality, the company shall be exempted from this obligation to contract. If the company requires services that can be obtained from municipal departments, other municipal companies or subsidiaries in terms of scope, availability and quality, there is a fundamental obligation to purchase the services there.

The rights of the Audit Office and the Municipal Audit Office remain unaffected.

The rights of the staff representatives remain unaffected.

The rights and responsibilities of the Equal Opportunities Officer remain unaffected.

(1) Contracts of the City with members of the Council, the district councils and the committees as well as with senior employees of the City require the approval of the Council. Senior employees of the City in this sense are the Mayor of Bonn, the aldermen, civil servants in the higher service and employees from pay group 13 of the TVöD or with comparable remuneration.

(2) Approval by the Council shall be deemed to have been granted for contracts

1. which do not exceed the amount of EUR 5,000; in the case of rental agreements or comparable continuing obligations which are concluded for an indefinite period or whose term is longer than one year, an annual amount shall be taken as the basis;
2. on the basis of public or restricted invitations to tender, which are concluded following a decision by the authorized committee.
   
   The Audit Office shall submit an annual summary of the contracts in accordance with paragraph 2 to the Audit Committee.

These Articles of Association enter into force on January 1, 2004.
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The above statutes are hereby made public.

It is pointed out that a violation of procedural and formal regulations of the Municipal Code for the State of North Rhine-Westphalia (GO NRW) in the creation of these Articles of Association can no longer be asserted after the expiry of one year from the date of this announcement, unless

1. a prescribed approval is missing or a prescribed notification procedure has not been carried out,
2. these Articles of Association have not been duly published,
3. the Mayor of Bonn has previously objected to the resolution on the statutes or
4. the formal or procedural defect has been notified to the City in advance, stating the legal provision infringed and the fact giving rise to the defect.

Bonn, December 16, 2003

Dieckmann
Mayor of Bonn