Organisational Structure

ARTICLE I

Introductory Provisions

1. On November 12, 1998, the Founders:

1. Česká televize,

identification no.: 00027383, with the registered office at Kavčí Hory, 140 70 Prague 4,

represented by

Ms Kristina Taberyová, birth no.: xxxxxx/xxx, residing at xxxxxxxxxx

2. Mr. Jaromír Štětina, Ing.,

residing at xxxxxxxxxx

birth no.: xxxxxx/xxx

and

3. Mr. Šimon Pánek,

residing at xxxxxxxxxx

birth no: xxxxxx/xxxx

(hereinafter the “ Founders”)

concluded the Founding Agreement in accordance with Section 4 of Act No. 248/1995 Coll, as amended.

2. The Founders established a benevolent society in accordance with the aforementioned Founding Agreement. The name is: Člověk v tísni, o.p.s. - společnost při České televizi, o.p.s. (hereinafter the “Organisation”) with the registered office at Kavčí Hory, 140 70. The registered office was changed by the decision of the Municipal Court in Prague, Ref. No. F 44122/2003, F 50712/2003, F 60171/2003 as of 17th June 2003 which became effective as of 23rd July 2003. From 23rd July 2003 the registered office is at Prague 2, Sokolovská 1869/18, Postal Code 120 00. The Board of Trustees decided on the change of the registered office as of 30th September 2009, effective as of 1st January 2010. From 1st January 2010 the registered office is at Prague 2, Šafaříkova 635/24, Postal Code 120 00. The name of the Organisation was changed by the decision of the Municipal Court in Prague, Ref. No. 14Cm 538/2006 – 159 as of 27th August 2007 which became effective as of 11th September 2007. From 11th September 2007 the name of the Organisation is Člověk v tísni, o.p.s. In the English language the Organisation uses the English name People in Need; in the Slovak language Člověk v tiesni; in the Ukrainian language it uses the Ukrainian name ЛЮДИНА В БIДI and in the Russian language it uses the Russian name Человек в беде. Thus, whenever the Organisation conducts activities under one of the foreign names (see above), the name always pertains to one and the same entity and the obligations arising from these legal relationships are binding for the Organisation.

3. This Organisation was established by the Founders as the legal successor of the foundation Nadace při České televizi Člověk v tísni, identification no. 61381411, in accordance with Section 35 (3) of Act No. 227/1997 Coll., on foundations and foundation funds, about transformation of the foundation to a benevolent society.

4. The Organisation is established for an indefinite period of time.

5. The Organisation conducts the activities at home and abroad within the below mentioned scope.

The Organisation is a non-profit organisation and has neither political nor religious aims.

ARTICLE II

Publicly Beneficial Services

1. The Organisation conducts the following publicly beneficial services, in particular:

a) organising humanitarian and development aid abroad and at home,

b) assistance to politically, racially or otherwise persecuted/discriminated persons, abroad and at home,

c) assistance to young journalists and independent press, abroad and at home,

d) organising assistance to local administration authorities and other local organisations,

e) organising assistance to minorities both abroad and at home,

f) social consultancy,

g) educational activities,

h) organising seminars and training sessions,

i) organising cultural and sports events,

j) publishing and editing activities,

k) provision of social services,

l) communal planning and organising,

m) organising educational and leisure activities for children and youth,

n) promotion and operation of sheltered workshops including the sale of products produced in these workshops abroad and at home, consultancy and assistance in the field of protection against discrimination based on sex, race, or ethnic origin, religion, faith, world view, disability, age or sexual orientation,

p) activities in the field of protection of consumer rights and legitimate interests,

q) operation of multicultural centre,

r) scientific research activities,

ARTICLE II A

Conditions of Providing Publicly Beneficial Services

The Organisation shall render publicly beneficial services to natural persons and legal entities home and abroad.

These services shall be rendered as part of the Organisation’s individual projects. The method and terms of service rendition shall be linked to specific projects and described in detail therein. All parties interested in the Organisation’s services can learn about the conditions applicable to the individual services at the Organisation’s head office, or in the given branch where the services are provided. The conditions shall also be published, usually via the Internet.

The conditions of providing individual services are set up so as to be identical for all the parties provided with the concrete service.

As a rule, the Organisation shall provide such services free of charge, but services may also be rendered for a consideration. In such cases, the charge for the services shall usually be calculated so that no profit would be generated upon payment of the costs of such services. However, if any profit is generated, the Organisation undertakes to spend it on providing publicly beneficial services that constitute the very purpose of the organisation’s founding.

ARTICLE III

Complementary Activities

In addition to the publicly beneficial services for which the Organisation was founded, there are also complementary activities which are included in the line of activities of the Organisation and which the Organisation conducts as a rule for a consideration. These complementary activities are to be understood as:

a) creation and distribution of audio-visual programs,

b) advertising activities,

c) intermediary services in advertising,

d) production, sale and services other than specified in Annexes 1 – 3 of the Trades Act,

e) leasing of real estate, apartments and non-residential premises,

f) guest accommodation and catering services.

The Organisation shall conduct the complementary activities specified above solely for the purpose of applying its assets more effectively, whereby it is required that conducting these activities must not affect the quality, scope or accessibility of the Organisation’s publicly beneficial services. All profit generated by the complementary activities must be used for improving the quality and expanding the scope of the Organisation’s publicly beneficial services.

ARTICLE IV

Organisation’s Bodies

The governing bodies of the Organisation are:

a) the Board of Trustees,

b) the Supervisory Board,

c) the Chief Executive Officer (CEO).

ARTICLE V

Board of Trustees

The Board of Trustees is a governing body of the Organisation with decision-making and approval competences.

The Board of Trustees shall have at least three members and shall be headed by the chairman.

The first members of the Board of Trustees shall be appointed by the Founders. In the event that the membership of one of the Board of Trustees member’s expires for any reason, the remaining Board of Trustees members shall appoint a new member not later than 60 days after the former member’s position becomes vacant. In the event that the membership of all members of the Board of Trustees expires, the new Board of Trustees members shall be appointed by the Supervisory Board.

The term of office of members of the Board of Trustees shall be three years with the exception stated in the next paragraph of this Article.

During its first meeting, the Board of Trustees shall draw the names of one third of the members, whose term in office shall expire one year following the establishment of the Organisation, and the names of one third of the members whose term of office shall expire two years following the establishment of the Organisation.

Renewal of membership in the Board of Trustees is admissible.

Membership in the Board of Trustees expires:

a) by a letter of resignation addressed to the Founders of the Organisation,

b) if the member dies,

c) if the member is removed from his/her office,

d) on expiration date of the member’s term in office.

The Founders shall decide on the removal of the member of the Board of Trustees.

The Board of Trustees shall elect the chairman from among its members. The chairman shall summon and preside over the Board of Trustees’ meetings. The first chairman shall be appointed by the Founders.

Each member of the Board of Trustees shall have one vote and it applies that the office of the member of the Board of Trustees is personal.

The Board of Trustees votes by a simple majority of the present members at its meetings (with the exception of cases specified in this Statute). The Board of Trustees constitutes a quorum if no less than two thirds of its members are present. In the event that the vote is tied, the chairman of the Board of Trustees shall have the casting vote; if absent the acting chairman shall have the casting vote.

The Board of Trustees may also vote per rollam. Voting per rollam is inadmissible in cases where, according to the Statute, two thirds of the votes of all the members of the Board of Trustees are required.

The Board of Trustees shall be convened at least twice a year. The chairman of the Board of Trustees shall convene the meeting.

Should at least one third of all the members of the Board of Trustees request, the chairman of the Board of Trustees shall be obliged under conditions and the procedure set up in this paragraph to convene a meeting of the Board of Trustees. Such meeting must be held within 15 calendar days from the delivery of the request in due form to convene the meeting. If it is obvious, that the conduct of the chairman of the Board of Trustees will prevent fulfilment of his obligation to convene the meeting, the Board of Trustees meeting may be convened by the Supervisory Board upon the request of the members under the procedure stated in this paragraph. The invitation for the meeting of the Board of Trustees must state the reason for its convening.

The meeting of the Board of Trustees shall be presided over by the chairman of the Board, and in his absence the plenary constituting a quorum can elect a different chairman by a simple majority of the present votes.

The voting of the Board of Trustees shall be public, unless the Board of Trustees decides otherwise.

If the Board of Trustees does not constitute a quorum due to the resignations of its members, the Founders must fill board vacancies by appointing new members of the Board of Trustees by the date of the nearest meeting at the latest.

The minutes shall be taken from every meeting. The minutes are executed by an appointed employee of the Organisation and shall be signed by the presiding chairman of the Board of Trustees and a member of the Board of Trustees.

ARTICLE VI

Responsibilities of the Board of Trustees

1. The Board of Trustees shall make decisions on:

a) the dissolution of the Organisation, or the designation of a benevolent society to which the assets following liquidation will be transferred,

b) the devolution of the rights and obligations of the founder to another person, if the sole founder ceases to exist without a legal successor or the sole founder dies,

c) the creation of the Organisation’s Statute, and amendments and supplements thereto,

d) the creation, modification or cancellation of the Organisation’s funds and the adoption, amendment or repeal of the Statute of the Organisation’s funds.

2. The Board of Trustees shall issue prior consent in writing to legal acts by which the Organisation:

a) acquires, disposes of or burdens immovable property,

b) acquires or disposes of movable property, establishes material property or an option to purchase of a movable property whose price exceeds the value of the small scope public procurement in accordance with the law on public procurements,

c) acquires or disposes of copyrights or industrial property rights,

d) establishes another legal entity and deposits monetary or non-monetary property into this legal entity.

3. The Board of Trustees shall approve:

a) the Organisation’s budget,

b) the ordinary and extraordinary financial statement and annual report of the Organisation,

c) the subject matter of the complementary activities.

4. Decisions by the Board of Trustees concerning amendments to the Statute, dissolution of the

Organisation and the Organisation to which the liquidation balance will be offered require a two-third majority of the Board of Trustees’ members. In case of the same number of votes, the chairman has the casting vote.

5. The Board of Trustees with respect to the services provided shall, in particular:

a) observe the use of all of the provided resources,

6. The Board of Trustees shall approve financial directives concerning the management of the

resources received by the Organisation in terms of the Article X, paragraph 4 of the Statute.

7. The Board of Trustees can delegate its powers on the grounds of a Power of Attorney to the CEO of the Organisation excluding those powers that are entrusted by the law solely to the Board of Trustees.

8. The Board of Trustees can approve the rules of Organisation as well as other internal documents that govern internal relations within the Organisation. These documents must not be in conflict with the law, the Statute or/and the Founding Agreement.

ARTICLE VII

Supervisory Board

The Supervisory Board is the control body of the Organisation.

The Supervisory Board shall have three members.

The first members of the Supervisory Board shall be appointed by the Founders. If the membership of a member expires for whatever reason, the Board of Trustees shall appoint a new member within 60 days of the member losing its place on the Supervisory Board.

The members of the Supervisory Board cannot be members of any other body of the Organisation and must not be employees of the Organisation.

During its first meeting, the Supervisory Board shall draw the names of one third of the members, whose term in office shall expire one year following the establishment of the Organisation, and the names of one third of the members whose term of office shall expire two years following the establishment of the Organisation.

For convening, meeting and decision of the Supervisory Board shall apply, by analogy, the same provisions for meetings as for the Board of Trustees. The Supervisory Board shall be entitled to adopt its own rules of procedure and other rules that adjust convening and meeting in a different manner. These rules must, in all respect, be in accordance with the Statute.

The term of office of members of the Supervisory Board shall be three years.

Membership in the Supervisory Board expires:

a) by a letter of resignation addressed to the Board of Trustees of the Organisation,

b) if the member dies,

c) if the member is removed from his/her office,

d) on expiration date of the member’s term in office.

The Supervisory Board shall, in particular:

a) control that the accounting kept by the Organisation is correct,

b) revise the annual accounts and the annual report of the Organisation,

c) supervise that the Organisation develops the activities in accordance with the law, Founding Agreement and the Statute,

d) notifies the Board of Trustees of the discovered defects and submits applications for their removal,

e) informs the Board of Trustees at least once a year of the results of its controlling activity.

The Supervisory Board is furthermore authorised to:

a) review the Organisation’s ledgers and other documentation, and verify the data contained therein,

b) summon extraordinary meetings of the Board of Trustees, provided that it is in the interest of the Organisation.

The members of the Supervisory Board shall have the right to attend all of the Board of Trustees’ meetings and they may, at their discretion, take a position on any issue under discussion, but they shall have no voting right.

The Supervisory Board shall keep the Board of Trustees informed about any violation of the law, the Founding Agreement, or the Statute, as well as about any economically unjustifiable activities or any shortcomings in the Organisation’s activities.

ARTICLE VIII

The Organisation’s Chief Executive Officer (CEO)

The Organisation’s CEO is a statutory body of the Organisation. The CEO shall manage the Organisation’s daily operations and act on its behalf.

The Organisation’s CEO shall be appointed and recalled by the Board of Trustees. The requirements concerning the CEO’s functions, including his/her remuneration, shall be determined in the agreement executed between him and the Board of Trustees acting on behalf of the Organisation. Other legal procedures concerning the CEO are in the competence of the Board of Trustees.

The CEO is normally in an employment relationship towards the Organisation. The CEO may not be a member of any other body of the Organisation.

The CEO shall always have the right to attend all the meetings of all of the Organisation’s bodies, with an advisory voting power.

ARTICLE VIII A

Executive Committee

1. The Executive Committee is an executive, working and coordinating body of the Organisation participating in ensuring the functioning of the Organisation in issues that are not by the law, the Founding Agreement, or by the Statute exclusively conferred to the powers of the Board of Trustees, Supervisory Board or the CEO of the Organisation, or acts as an advisory body pertaining to these issues.

2. The power, appointing, rules of procedure and other procedural and substantive issues relating to the responsibilities of the Executive Committee are amended by its statute. The CEO shall accept, change and revoke the statute with the consent of the Board of Trustees.

ARTICLE IX

Secretariat

1. The Secretariat of the Organisation shall ensure the full administrative service for the smooth functioning of the Board of Trustees and other bodies of the Organisation and also carry out tasks assigned by the Board of Trustees and the CEO of the Organisation.

2. The CEO of the Organisation shall decide on the main tasks and management of the Secretariat.

3. The CEO is the head of and shall manage the Secretariat. The CEO shall be responsible for the smooth functioning of the Secretariat to the Board of Trustees.

ARTICLE IX

Friends’ Club

1. The Board of Trustees shall establish as an initiating body a Friends’ Club.

2. Any person that completes the application form, financially contributes to the Organisation’s activities and has a membership number shall become a member of the Friends’ Club. The minimal financial membership contribution shall be decided upon every year by the Board of Trustees of the Organisation.

3. The Organisation shall upon request issue to every member of the Friends’ Club a certificate of affiliation.

4. The Organisation shall keep the records of all members of the Friends’ Club.

5. Members of the Friends’ Club shall be entitled to the following:

a) submit proposals to the Organisation for improving the Organisation’s activities; such

proposal must be submitted jointly by at least 50 members of the Club,

b) participate in chosen events of the Organisation after consultation with the designated personnel,

c) receive information on the activities of the Organisation.

6. The designated personnel of the Organisation shall be responsible for the Friends’ Club agenda.

The CEO of the Organisation shall once a year report to the Board of Trustees on Friends’ Club activities.

ARTICLE X

Founder’s Contribution, Fundraising and Resources Management

1. The Founders make the contributions to the Organization so that the contribution of each founder is CZK 500,-.

2. The Founders made the contributions to the hands of the administrator of the contribution Mrs. Kristina Taberyová, birth no. 515726/044. The administrator of the contribution transferred the funds to the Organisation’s account.

3. Property and financial resources necessary in order to reach the objectives stipulated in the Article II of the Organisation’s Statute shall be gained, in particular, from:

a) return on shares and activities stated in the Article II, para 2 of this Statute

b) donations

c) public collections

d) wills

e) grants

f) contributions

g) contributions of the Founders.

4. The Organisation shall manage the resources gained as stated in the previous paragraph in accordance with the financial guidelines approved by the Board of Trustees and in accordance with the accounting rules.

ARTICLE XI

Annual Report

The Organisation shall compile and publish annual reports of its activates and economic operations by the date to be determined by the Board of Trustees, but no later than six months following the expiry of the current period, i.e. the calendar year most recently ended. The first annual report shall be published not later than 18 months following the Organisation’s establishment.

ARTICLE XII

Acting on behalf of the Organisation

1. The CEO shall represent and act on behalf of the Organisation.

2. Other persons shall act on behalf of the Organisation within the scope of their power of attorney given to them by the CEO of the Organisation.

3. The CEO of the Organisation or any other person empowered by the CEO sign on behalf of the Organisation by attaching their signature to the written or printed full name of the Organisation.

ARTICLE XIII

Dissolution of the Organisation

In the event that the Organisation is to be dissolved, the liquidation balance shall be dedicated to charity purposes by transfer to another benevolent society conducting activities in the same or similar area as Člověk v tísni, o.p.s. The choice of such an organisation shall be fully in the competence of the Organisation’s Board of Trustees.

ARTICLE XIV

Final Provisions

Unless specified otherwise in this Statute, the legal relationships of the Organisation shall be subject to the provisions of Act No. 248/1995 Coll., on benevolent societies and the law of the Czech Republic.

Changes and amendments to the Statute shall be possible exclusively in the form of a written amendment to this Statute.

This Statute shall be executed in four counterparts in the Czech language.

The undersigned members of the Board of Trustees hereby declare that they are well acquainted with the contents of the Statute and that they have discussed it and reached complete agreement on the matter. In witness whereof, the undersigned have affixed their signatures under the Statute.

Done in Prague on 13 June 2016