Note: This is the published text of the partnership agreement (articles of association). The notarised original deposited with the register court is authoritative. The company was notarised on 17.04.2026 (UVZ 133/2026) and registered with the commercial register on 07.05.2026 (HRB 17508, Bad Homburg v. d. H. local court).

Preamble

The shareholders found a non-profit entrepreneurial company (limited liability) to promote digital education, science and consumer protection through the development and dissemination of open-source software for git-native compliance management systems, in particular for small and medium-sized enterprises (SMEs) in Germany and the European Union.

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§ 1 – Company name and registered seat

1. The company name is: GitCover Commons gUG (limited liability).
2. The company has its registered seat in Friedrichsdorf Ts.

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§ 2 – Object and charitable purposes

(1) Non-profit orientation

The company pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the Fiscal Code (Abgabenordnung, AO).

(2) Statutory purposes

• a) Promotion of education, public and vocational training including student aid (§ 52 (2) no. 7 AO);
• b) Promotion of science and research (§ 52 (2) no. 1 AO);
• c) Promotion of consumer protection (§ 52 (2) no. 16 AO);
• d) Promotion of international mentality, tolerance in all areas of culture and the idea of international understanding (§ 52 (2) no. 13 AO).

(3) Implementation of the statutory purposes

The purposes are realised in particular through:

a) Educational activities

• Conduct of educational events (lectures, courses, workshops, webinars) on free and open-source software (Open Source) and its areas of application in compliance management;
• Provision of free-of-charge information, training materials, tutorials and documentation on open-source software and git-native systems;
• Promotion of knowledge exchange between developers, users and interested parties in the field of free software;
• Organisation of conferences and specialist events for further training in information technology;
• Support for vocational and advanced training in the IT sector, in particular through practical training and mentoring programmes.

b) Science and research activities

• Research and development of git-native compliance standards and their implementation;
• Creation and publication of OSCAL-based GoBD compliance frameworks;
• Scientific studies on the digitalisation of SMEs;
• Cooperation with universities and research institutions.

c) Consumer protection activities

• Development of vendor-lock-in-free standards and solutions;
• Education on digital sovereignty and data protection;
• Provision of free-of-charge open-source tools for compliance management;
• Promotion of transparency in digital processes.

d) International cooperations

• Cooperation with European open-source communities;
• Promotion of exchange between German and international developers;
• Support for European digital sovereignty through common standards.

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§ 3 – Non-self-seeking nature

1. The company acts non-self-seeking; it does not primarily pursue its own economic purposes.
2. The company's funds may be used only for the statutory purposes. The shareholders receive no benefits from the company's funds.
3. No person may be favoured by expenditure foreign to the purpose of the company or by disproportionately high remuneration.

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§ 4 – Share capital and shares

1. The share capital of the company amounts to € 4,000.00 (four thousand euros).
2. Of this, GitCover Holding GmbH subscribes a share of € 4,000.00 (share 1).
3. The share is to be paid in full immediately by bank transfer to the company.

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§ 5 – Formation of reserves

1. The company must form a statutory reserve. One twentieth of the annual surplus reduced by a loss carried forward from the previous year is to be allocated to it, until the reserve reaches one tenth or the higher portion determined in the articles of the share capital.
2. Pursuant to § 5a (3) GmbHG, in addition one quarter of the annual surplus (reduced by a loss carried forward from the previous year) is to be allocated to a statutory reserve each year, until the share capital reaches the minimum amount of EUR 25,000.00.
3. The formation of free reserves is admissible only within the framework of the charity law provisions (§ 62 AO).

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§ 6 – Management and representation

1. The company has one or more managing directors.
2. If only one managing director is appointed, he represents the company alone. If several managing directors are appointed, the company is represented by two managing directors jointly or by one managing director jointly with a proxy holder.
3. The managing directors may be released from the restrictions of § 181 BGB by shareholder resolution.
4. The shareholders' meeting may grant individual power of representation to one or all managing directors.
5. The managing directors are obliged to conduct the company's business in accordance with the charitable purpose of the company.

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§ 7 – Shareholders' meeting

1. The resolutions of the shareholders are passed in shareholders' meetings. These may be held as in-person meetings or as virtual meetings.
2. Outside shareholders' meetings, resolutions may also be passed in writing, by telefax, by e-mail or in text form pursuant to § 126b BGB if all shareholders agree to this form of resolution.
3. The shareholders' meeting has a quorum if at least 75 % of the share capital is represented.
4. Each EUR 1.00 of a share grants one vote.
5. The shareholders' resolutions are passed, unless the law or these articles mandate otherwise, with a simple majority of the votes cast.
6. The ordinary shareholders' meeting takes place once a year within the first eight months after the end of the financial year.

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§ 8 – Advisory board

1. The shareholders' meeting may appoint an advisory board which advises the management on specialist matters.
2. The advisory board shall consist of at least three and at most seven members and should include representatives from the following areas:
   • Open-source community
   • Tax advisory / auditing
   • SME associations
   • Science and research
3. The advisory board adopts its own rules of procedure, which require the approval of the shareholders' meeting.

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§ 9 – Financial year and annual financial statements

1. The financial year is the calendar year. The first financial year begins with the registration of the company in the commercial register and ends on 31 December of the same year.
2. The balance sheet as well as the profit and loss account and the management report are to be prepared by the managing directors within the statutory period. The annual financial statements are adopted by the shareholders' meeting.
3. The annual surplus is to be used for the statutory purposes in observance of the charity law provisions for timely use of funds (§ 55 (1) no. 5 AO).

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§ 10 – Asset binding

1. Upon their withdrawal or upon dissolution of the company or upon lapse of tax-privileged purposes, the shareholders receive no more than their paid-in capital shares and the fair value of their contributed non-cash contributions back.
2. Upon dissolution of the company or upon lapse of tax-privileged purposes, the company's assets exceeding the paid-in capital shares of the shareholders and the fair value of the non-cash contributions made by the shareholders pass to a legal entity under public law or another tax-privileged corporation for use in the promotion of public and vocational training including student aid.
3. The recipient of the assets on dissolution is determined by resolution of the shareholders' meeting.

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§ 11 – Use of profits

1. The shareholders have no claim to the annual surplus and the company's assets.
2. Distributions of any kind to the shareholders are inadmissible.
3. All funds are to be used exclusively for the statutory charitable purposes.

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§ 12 – Entitlement on dissolution

Upon dissolution of the company or upon lapse of the tax-privileged purposes, the assets remaining after settlement of liabilities and repayment of the share capital are to be used exclusively for tax-privileged purposes. Resolutions on the future use of the assets may be executed only after consent of the tax office.

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§ 13 – Public announcements

The company's public announcements are made in the Bundesanzeiger (Federal Gazette).

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§ 14 – Incorporation expenses

The company bears the costs associated with the incorporation up to a total amount of EUR 300.00, but at most up to the amount of its share capital. The shareholder bears any costs exceeding this.

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§ 15 – Severability clause

Should individual provisions of these articles be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The shareholders undertake to agree, in place of the invalid or unenforceable provision, a provision that comes as close as possible in a legally permissible manner to the economic purpose of the invalid or unenforceable provision. The same applies to regulatory gaps.

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§ 16 – Final provisions

1. In addition to these articles, the statutory provisions apply, in particular the GmbH Act and the charity law provisions of §§ 51 et seq. AO.
2. For amendments to the articles concerning charitable status, the consent of the competent tax office must be obtained in advance.