Investment Conditions of the TREEEC eG
for the acquisition of cooperative shares by investing members in connection with TREEEC CoopInvest
TREEEC eG is a cooperative under German law. These investment conditions apply to investing members according to § 8 para. 2 GenG of the Federal Republic of Germany and § 4 para. 1 of the statutes of TREEEC eG. An acquisition of cooperative shares by non-members is excluded.
The German cooperative law, the articles of association and the resolutions of the general assembly, the supervisory board and the management board form the framework for the investment offer for investing members in the form of the acquisition of cooperative shares.
The General Assembly of TREEEC eG, on the proposal of the Board of Directors and the Supervisory Board, passed the resolutions for TREEEC CoopInvest in connection with its own online platform on 15 March 2019, which adapts the provisions of the articles in their implementation. In addition, the Management Board was authorised together with the Supervisory Board to resolve and make further adjustments.
In the interest of TREEEC WORLD PROJECT and the overall system of TREEEC, the functionality of the alternative currency TREEEC MONEY (TRM) and the settlement platform T:XCHANGE shall be established. When this is done, TREEEC MONEY will take up its function as alternative settlement currency for the members of TREEEC worldwide. To be a member of TREEEC implies the membership in TREEEC eG.
1Number of investing members
The maximum number of investing members in each of the subcategories already decided has been redefined. Thus the goals of TREEEC WORLD PROJECT, represented by the KTP-CONFIDO foundation, are fundamentally taken into account, namely that all partners and users of TREEEC and its functional areas worldwide must also be members of TREEEC eG.
The board of directors and the supervisory board can now adjust the number of investing members up to the agreed maximum number according to regions, countries and internationally.
See also: https://treeec.org/en/about/members/.
1. The shares that represent a participation in the cooperative as a whole and are not assigned to separate accounting groups are now referred to as "general cooperative shares”. Those cooperative shares that are assigned to separate accounting areas are referred to as "dedicated cooperative shares". The performance of the general and dedicated cooperative shares as well as the dedicated cooperative shares can differ from each other.
2 With regard to § 15 of the articles of association concerning shares and credit balances, each cooperative share has its own number and can thus be directly assigned to the member holding it. Certain number series of cooperative shares are assigned to separate accounting groups and are dedicated to the cooperative's participation in individual companies or companies that have been combined into an investment group according to factual aspects and to TREEEC's own, legally independent project areas and projects.
3. For the purpose of risk diversification, especially for private individuals among the investing members, the acquisition of dedicated shares can always be obligatorily combined with the acquisition of the same number of general shares, depending on the type of company in which an investment is made.
4. The Management Board and the Supervisory Board are authorised by the General Meeting to jointly adjust the issue price for the general cooperative shares each year after presentation of the annual results and the resulting performance, but the issue price may not fall below the minimum nominal value of EUR 12. If these cooperative shares are bought or sold via a trading platform for members, the respective adjusted issue price may neither be exceeded nor undercut.
5. No annual distributions are made on the general cooperative shares; rather, the profits are reinvested to increase the value of the cooperative and the shares.
6. In the case of the dedicated cooperative shares, profit distributions less 10 per cent for the cooperative's administrative fees are credited to the member's member clearing account held with the cooperative.
Following the dissolution of the participation, the relevant accounting group will be settled on 31 December of the financial year in which the participation was dissolved. If the credit balance for each cooperative share is above the issue price, the cooperative receives a performance fee of 10 per cent of the value gain of the cooperative share. By 31 March of the following year, a credit for each cooperative share is made to the member clearing account managed for the member by the coop.
7. A termination of dedicated cooperative shares according to § 17 of the articles of association can be made at the earliest at the end of the third full business year after the acquisition of the shares, because the member, as a service of the cooperative, has the possibility through these cooperative shares to directly benefit from the participation of TREEEC in selected companies and projects. The credit balance attributable to the respective share is credited to the member's member clearing account with the cooperative by 31 March of the following year.
8. Credit balances on member settlement accounts will be paid out to the member within two working days in the form of a bank transfer.
As soon as TREEEC MONEY (TRM) takes up its function, payments and settlements will be made exclusively in TRM via corresponding member accounts. Payouts in convertible currency will be made according to the then current terms and conditions, but with the option to be paid out in convertible currency at any time.
By 15 October 2020, an online trading platform will be set up for members to buy, sell and exchange cooperative shares. The quotations for the dedicated cooperative shares will not be determined by the cooperative, but by the members based on supply and demand.
The cooperative is responsible for the supervision of the trading platform. It can set up a supporting supervisory body and also call in proven experts.
The cooperative can temporarily suspend trading in cooperative shares as a whole or in dedicated cooperative shares for specific accounting groups in order to prevent inappropriate speculation.
4Participations of TREEEC
1. Participations of the cooperative in projects and companies are usually made as atypical silent partners (without obligation to make additional contributions), whereby according to the TREEEC model, the atypical silent partnership shares can be securitized in participation certificates (TREEEC Participation Certificate) for each EUR 12 nominal investment capital. In the future, these certificates are to be made tradable for members in particular in connection with TREEEC MONEY (TRM) via a separate online trading platform, similar to that provided for the cooperative shares. As each certificate represents a fixed participation quota, the participation can be gradually increased up to a maximum participation. In addition, this is intended to facilitate the repurchase of the participation by the investee company and the resale to institutional investors in the event of an exit. Each participation certificate can also be linked to a clearly identifiable cooperative share.
2. Further details can be regulated in implementing provisions, which are jointly adopted by the cooperative's management and supervisory boards.
3. According to the agreement with TREEEC WORLD PROJECT and the trustees of the TREEEC Corporation (in formation), represented by the KTP CONFIDO Foundation, an affiliated KTP or TREEEC participation or investment company can receive the TPC (TREEEC Participation Certificate) associated with each cooperative share for cooperative shares acquired by other members under the condition of membership in the cooperative. This participation share is then transferred directly from the cooperative to this investment company, whereby the respective cooperative share is considered repaid and is withdrawn.
4. The cooperative will take into account in each participation agreement a right of entry of such a participation or investment company, so that the latter can take over the management of its participation share itself. If the entire participation in an enterprise is transferred to the participation resp. the investment company, the participation agreement with all rights and obligations can be transferred to the participation resp. the investment company in its entirety.
1. When TREEEC MONEY (TRM) is set in operation, each member is entitled to a T:ACCOUNT, a clearing and service account in connection with the clearing platform T:XCHANGE, on which its units freely transferable between members are credited by TREEEC MONEY (TRM) as clearing credits. Each unit of TREEEC MONEY is then represented by - a precisely identifiable dedicated share of TREEEC Corporation. The shares themselves will not be transferred, but only a unique right associated with each individual unit of TREEEC MONEY (TRM) to exchange the unit for the corresponding share at any time. Units of TREEEC MONEY can be exchanged at any time for convertible government currency.
2. After the opening of a T:Account, the registered office of TREEEC Corporation or another place determined by it becomes the place of jurisdiction and place of performance with all rights and obligations for the shares and the associated units of TREEEC MONEY (TRM). See also: https://treeec.org/en/about/trm/
6Obligation to make additional contributions
Even in the event of the cooperative's insolvency, the members do not have to make any additional contributions pursuant to Article 18 of the Articles of Association.
The acquisition of shares in cooperatives can involve considerable risks, which can lead to the complete loss of the capital invested. The offers of the TREEEC CoopInvest platform are therefore exclusively directed at investing members who have sufficient knowledge and experience to understand the risks of company investments and to make investment decisions on their own responsibility.
The registered office of the cooperative and place of performance is Berlin. The law of the Federal Republic of Germany applies.
Berlin, 15 June 2020