Preamble

“People around the globe have seen my films, many have been influenced by them, and some of these films have become classics or cult films. They do not belong to me any more, anyway, but to a collective memory of cinema-goers of every age and many nationalities. Through the establishment of the foundation and the associated acquisition of rights and the subsequent restoration of the films, it is possible that in the future my work will only belong to itself and thus to everyone.”
Wim Wenders

Section 1

Name, Legal form, Domicile

(1) The name of the Foundation is Wim Wenders Foundation.

(2) It is an incorporated foundation under (German) civil law.

(3) The Foundation’s registered seat is in Duesseldorf.

Section 2

Purpose of the Foundation, Non-profit Character

(1) The foundation shall exclusively and directly pursue purposes aimed at advancing the public benefit within the meaning of the “Tax-privileged purposes” section of the German Tax Code. The Foundation’s purpose shall be the promotion of the arts and culture through:

a) the promotion and distribution of the cinematic, artistic, photographic, and literary works of Wim Wenders, for example through

aa) the acquisition of the rights to Wim Wenders’ films which at the time of establishing the Foundation were held by REVERSE ANGLE PICTURES GmbH, Hamburg;

bb) the acquisition of the rights to (or at least the exploitation permits) for the only two films of Wim Wenders that are still held by third parties, namely “Hammett”, 1982, which belongs to American Zoetrope, San Francisco, and the “BAP-Film”, 2003, held by Screen Works, Cologne;

cc) the collection of further materials and originals of all kinds as well as their care, preservation and restoration;

dd) backing up and archiving the cinematic and photographic oevre, including its digitalisation and/or transfer to modern data storage media;

ee) the holistic review and organisation of the oeuvre to enable a big-picture perspective of the work;

ff) the presentation and exhibition of the cinematic, photographic, artistic and literary oeuvre for the widest possible range of cultural and academic research purposes;

b) the promotion of innovative cinematic narration. New media and techniques, the exploration of which pervades the entire work of Wim Wenders, shall be supported by the awarding of grants to young filmmakers and video artists whose vision is to tell stories with new means and thus enrich and renew our visual language. These grants are to be funded as much as possible from those Foundation’s assets that are not needed for fulfilling the functions enumerated under aa).

(2) The Foundation shall operate for the public good, its main interest shall not lie in the pursuit of its own commercial advantage. Founders and their heirs / legal successors do not receive any further donations from the foundation’s funds, unless they are tax-privileged themselves.

(3) The Foundation’s assets may only be used for the purposes set out in the Foundation’s statutes. The Foundation may also make parts of its assets available to another, also tax-privileged entity or public-law corporation for the above-mentioned tax-privileged purposes. Furthermore, it may raise funds for the realisation of the above-mentioned tax-privileged purposes by another tax-privileged entity or for the realisation of such purposes by a public-law corporation.

(4) No legal entity or person shall benefit from expenses which are ultra vires to the Foundation’s purpose or from excessively high remuneration, support or grants.

Section 3

The Foundation’s Assets

(1) The initial endowment funds of the Foundation shall result from the act of foundation.

(2) The Foundation’s assets, as far as they consist of the items and rights specified in Section 2 Paragraphs 1 a), aa) to cc) shall be kept undiminished in their substance and, insofar possible, also their value. Preservation of substance means in particular that tangible property shall be cared for and maintained and all measures taken as may be necessary or expedient for the preservation of rights. Otherwise, the Foundation’s assets shall be kept undiminished in their value. As long as Wim Wenders and/or Donata Wenders are members of the Foundation’s board of directors, up to 15% of the assets’ value may be used in exceptional cases, if the Foundation’s purpose cannot be realised any other way and repayment of the Foundation’s assets within a period of three years is ensured. Fulfilment of the Foundation’s purpose must not be substantially adversely affected by the repayment. The pertaining resolution by the board of directors shall be reported to the competent Foundation Supervisory Authority. After the retirement of Wim Wenders and Donata Wenders from the Foundation’s board of directors, this exceptional use of assets shall require the Foundation Supervisory Authority’s prior consent.

(3) The Foundation’s assets may be restructured. Restructuring gains may be used in full or in part for fulfilling the Foundation’s purpose. The film rights may not be sold or used as collateral against a loan. Lending against the film rights shall be permitted only insofar as this may be necessary for funding the acquisitions pursuant to Section 2 Paragraph 1 a)aa) of these statutes.

(4) The Foundation shall fulfil its purpose in a timely manner using the revenues deriving from the Foundation’s assets as well as from donations by third parties, if such are not intended to increase the assets specified in Paragraph 1 (endowment contributions). The Foundation shall be entitled to accept endowment contributions. Legacy donations which were not expressly designated by the testatrix/testator for the fulfilment of the Foundation’s purpose in a timely manner, may be added to the assets.

(5) The Foundation may maintain the founders’ graves in an appropriate manner and honour their memory.

(6) Reserves may be formed as far as permitted by tax regulations for tax-privileged foundations. The board of directors may allocate free reserves to the Foundation’s assets.

(7) There shall be no legal entitlement to Foundation services or benefits.

Section 4

Business year, Duration of the Foundation

(1) The Foundation’s business year shall be the calendar year. The first business year shall be an abbreviated business year and starts with the recognition by the Foundation Supervisory Authority.

(2) The Foundation’s term shall be unlimited and in perpetuity.

Section 5

Bodies of the Foundation

(1) The bodies of the Foundation are

a) the board of directors,

b) the executive management,

c) the board of trustees.

(2) With the exception of the founders Wim Wenders and Donata Wenders, members of the bodies mentioned under a) and c) shall not belong to the Foundation’s other bodies. Managing director(s) shall be neither a member of the board of directors nor of the board of trustees.

(3) Members of the Foundation’s bodies shall only be liable for wilful intent and gross negligence.

Section 6

The Board of Directors

(1) The Foundation’s board of directors shall have a maximum of six members who shall elect a chairperson from their midst, unless Sentence 3 applies. Ideally, one of the board members has extensive financial knowledge. Another board member should be able to deal competently with the film-related strategic direction of the Foundation and its vision. The Foundation’s first board of directors shall be Wim Wenders and Donata Wenders. The board of directors shall be chaired by Wim Wenders and, after his retirement by Donata Wenders for life. They shall have the right to appoint further member into the board of directors. The Stiftung Museum Kunstpalast shall have the right to second one member to the board of directors.

(2) In the event of Wim or Donata Wenders’ retirement, Hella Wenders shall serve as a member of the Foundation’s board of directors. If Hella Wenders should not be available for a position in the Foundation’s board of directors, Wim and Donata Wenders may appoint new members to the board of directors in line with the number of members defined in Sentence 1 Paragraph 1. After Wim and Donata Wenders have retired from the board of directors, Hella Wenders, if she is a board member, may appoint new members to the board of directors in line with the number of members defined in Sentence 1 Paragraph 1. Where possible, one member of the board of directors should always be a direct family member. Furthermore, the board of trustees shall appoint the members of the board of directors in line with the number of members defined in Sentence 1 Paragraph 1.

(3) The term of office of elected members of the Foundation’s board of directors shall be five years. Re-election of members, even several times, is possible.

(4) The board of trustees may, by a three-quarter majority vote of its members, remove elected members from the Foundation’s board of directors.

Section 7

Rights and Duties of the Board of Directors

(1) The Foundation’s board of directors shall represent the Foundation in and out of court. It shall act as the Foundation’s legal representative. The members of the Foundation’s board of directors, Wim Wenders and Donata Wenders, shall each have sole power of representation. If there is only one member on the board of directors, this person shall be authorized to represent the foundation alone. In all other cases, the Foundation’s board of directors shall act by joint representation by two of its members.

(2) The Foundation’s board of directors shall be obliged, within the scope of German Foundation Law and the present statutes, to fulfil the founders’ original will as effectively as possible. The board of director’s duties shall be specifically:

a) stewardship for the Foundation’s assets, including proper financial accounting, setting up a budget plan, preparation of annual financial statements, insofar as this is not the duty of the management board;

b) adoption of resolutions on the appropriation of the Foundation’s revenues,

c) appointment and dismissal of the managing director and fixing of his/her remuneration,

d) supervision of the managing director,

e) any other duties and obligations assigned to it by the Foundation’s statutes elsewhere.

(3) All resolutions adopted by the Foundation’s board of directors shall be decided on via simple majority of the votes cast by the board of trustees, unless the Foundation’s statutes or the law require otherwise. If there is parity of votes, the Chairperson’s vote shall be decisive. If Wim Wenders and/or Donata Wenders are members of the Foundation’s board of directors, no resolutions may be taken against the vote of either of them. The board of directors shall be quorate, if at least half of its members are present and participate in the vote. Written records on the resolutions of the board of directors shall be prepared. The board of directors can also pass resolutions by means of an audiovisual procedure (e.g. video conference), by telephone (e.g. telephone conference) or in a circular procedure (e.g. in writing, by telex, by email) if all board members have given their consent by participating in this procedure or in another form consent to this type of resolution. A combination of several (different) procedures is permitted. All resolutions of the board of directors is discussed with the board of trustees.

(4) The Foundation’s board of directors may adopt rules of procedure for itself.

(5) Members of the Foundation’s board of directors shall serve on a voluntary basis and without remuneration. They shall not receive any pecuniary benefits. Any reasonable costs and expenses incurred by members may be reimbursed upon resolution of the Foundation’s board of directors. Board members with specialist knowledge who are not founders may receive an appropriate remuneration.