Association Statutes Definitions

“THE 5G INFRASTRUCTURE Association”

DEFINITIONS

Affiliate of a legal entity means a legal entity directly or indirectly Controlled by, or under common Control with or Controlling such legal entity, for so long as such Control lasts.

            For the above purposes, “Control” of any entity shall exist through the direct or indirect

–          ownership of more than 50% of the nominal value of the issued share capital of the entity or of more than 50% of the issued share capital entitling the holders to vote for the election of directors or persons performing similar functions

–          right by any other means to elect or appoint managing board members of the entity (or persons performing similar functions) who have a majority vote;

Associate Member means the legal entities that meet the criteria as defined in Article 9 and have been granted Associate Member status in accordance with the process as set forth in the same article of these Statutes;

Association means the international non-profit association under Belgian law, “The 5G Infrastructure Association”, to which these Statutes relate;

Governing Board means the governing body of the Association as described in Part 4 of these Statutes;

By-Laws means the internal regulation of the Association, providing for additional rules governing the Association, its Members and its governing bodies, as described in Article 30;

Chairperson of the Governing Board or Chairperson means the chairperson appointed in accordance with Article 18 c);

Full Member means a legal entity that is member of the Association, being a (1) SME (herein ” Full SME Member”), or (2) nationally recognised universities and/or research institutes with a non-profit purpose (herein “Full Research Member”), (3) a large company, not being an SME (herein “Full Industry Member”) or (4) an association or foundation (herein “Full Association Member”).

For the purpose of the definition of Full SME Member, SME shall have the same definition as provided for in the”COMMISSION RECOMMENDATION of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (notified under document number C(2003) 142, 2003/361/EC;

H2020 5G Infrastructure PPP Matters means those subjects that are related to the SRIA and to the priority setting towards the Horizon 2020 PPP work program, derived from the SRIA;

H2020 5G Infrastructure PPP means collectively the H2020 5G PPP Projects under Horizon 2020;

H2020 5G Infrastructure Partner means any participant of the H2020 5G Infrastructure PPP, that has entered into the H2020 5G PPP Collaboration Agreement;

H2020 5G PPP Collaboration agreement means the agreement to be entered into by any H2020 5G Infrastructure Partner;

HEurope 5G Infrastructure PPP Matters means those subjects that are related to the SRIA and to the priority setting towards the HEurope PPP work program, derived from the SRIA;

HEurope 5G Infrastructure PPP means collectively the HEurope 5G PPP Projects under HEurope;

HEurope 5G Infrastructure Partner means any participant of the HEurope 5G Infrastructure PPP, that has entered into the HEurope 5G PPP Collaboration Agreement;

HEurope 5G PPP Collaboration agreement means the agreement to be entered into by any HEurope 5G Infrastructure Partner;

General Assembly means the body of the Association as described in Part 3 of these Statutes, in which the Full Members and Associate Members are gathered;

Group means a group of legal entities that is under common Control, including the legal entity that is directly or indirectly exercising the common Control. For the meaning of Control reference is made to the definition of Affiliate.

Membership Fee means the financial contribution by the Full Members and Associate Members to the Association;

H2020 PPP Contract means the contractual arrangement entered into between the Association and the European Commission for the implementation of the PPP’s Concept Paper for the establishment of a model contractual arrangement on setting up a public-private partnership for industrial research between the European Union and a stakeholder association /alternative for setting up a Public Private Partnership in the area of Advanced 5G Network Infrastructure for the Future Internet;

HEurope PPP Contract means the contractual arrangement entered into between the Association and the European Commission for the implementation of the “Smart Network and Services partnership”.

Statutes means these statutes governing the Association;

H2020 SRIA means the Strategic Research and Innovation Agenda of 5G Infrastructure, as determined and decided upon by the Networld2020 ETP , and outlining the research and development programme for the years 2014 up to and including 2020, of industry, R&D institutes, universities and other organisations and persons being a H2020 5G Infrastructure Partner, and indicating the commitment of these participants for executing activities to meet the objectives of the programme both in type of research and development activities as well as in the size and amount of personal, financial and other recourses required to be made available to that purpose;

HEurope SRIA means the Strategic Research and Innovation Agenda prepared by the group of experts and approved by the General Assembly of the Association in accordance with article 16 of these Statutes.