23.1. Active Association Members and Active Company Members have a number of votes in proportion to their respective membership fee, namely one (1) vote per EUR 4000 membership fee (rounded off and adapted yearly in accordance with the annual raise of the membership fees pursuant to article 13.2) until reaching sixteen (16) votes. After reaching sixteen (16) votes, Active Association Members and Active Company Members have one (1) additional vote per EUR 30,000 membership fee. The Board of Directors is empowered to record each year the actual amount resulting after the raise in line with article 13.2. Each Active Association Member or Active Company Member cannot carry more than eighteen (18) votes.

Each Small Active Association Member, each Partner Association Member and each Partner Company Member has one (1) vote.

Only Active Association Members, Small Active Association Members, Active Company Members, Partner Association Members and Partner Company Members who have paid their membership fee for the year of the concerned General Assembly are entitled to vote. Payment must have been registered at least forty (40) calendar days before the date of the General Assembly meeting.

Supporting Members and those who are only DHC+ Members, as well as General Assembly guests do not have the right to vote.

23.2. The General Assembly may only vote on items which are on the agenda.

23.3. Active Association Members, Small Active Association Members, Active Company Members, Partner Association Members or Partner Company Members can be represented at the General Assembly by each other by virtue of a written proxy to be sent previously to the Secretariat or handed over to the Secretary of the General Assembly. Each Active Association Member, Small Active Association Member, Partner Association Member, Active Company Member, or Partner Company Member may not represent more than one (1) absent Active Association Member, Small Active Association Member, Partner Association Member, Active Company Member, or Partner Company Member.

23.4. A General Assembly meeting shall be deemed validly constituted and has the quorum to resolve when at least one third (1/3) of the votes of the Active Association Members, Small Active Association Members, Partner Association Members, Active Company Members, and Partner Company Members are present, represented or participating remotely in the meeting.

If this quorum is not met, a second General Assembly is called for the same purpose in after at least a fortnight's interval.

Definitive resolutions may then be adopted irrespective of the number of votes of the Active Association Members, Active Company Members and Partner Company Members present, represented or participating remotely in the meeting, but only in respect of items on the agenda submitted to the first General Assembly.

23.5. Unless the Statutes or the Code of Companies and Associations require another majority, resolutions are adopted by a simple majority of votes cast by the Active Association Members, Active Company Members and Partner Company Members present, represented or participating remotely in the meeting.

Abstentions, blank or invalid votes do not count in the calculation of the majority.

The following decisions of the General Assembly shall require a majority of one thirds (1/3) of the votes cast by the Active Association Members, Small Active Association Members, Partner Association Members, Active Company Members, and Partner Company Members present, represented or participating remotely in the meeting:

a) amendment of these Statutes;

b) suspension of activities;

c) dissolution of Euroheat & Power;

d) merging with other associations.

23.6. By equality of votes the Chairman of the General Assembly gives the casting vote.

23.7. If no other procedure is chosen by the General Assembly, the voting is performed by a show of voting cards or by electronic means in real time.

23.8. Without prejudice to article 23.7 of these Statutes and subject to prior agreement of the Board of Directors, voting can also validly be done by electronic voting or voting by correspondence prior to the General Assembly meeting.

In such case, every electronic vote or vote by correspondence validly cast twenty-four (24) hours before the starting time of the General Assembly meeting is taken in consideration for the calculation of the quorum of attendance.

Electronic votes or votes by correspondence cast will remain valid for all items mentioned and covered by the agenda communicated according to article 22.2. of these Statutes.

If the proposal on which an electronic vote or a vote by correspondence had been cast is subsequently validly changed by the General Assembly during the meeting, the said electronic vote or vote by correspondence is considered as null and void, but the nullity of the vote will not challenge the calculation of the quorum of attendance.

23.9. Upon request of the Board of Directors or in cases approved by the General Assembly a written decision-making procedure may be launched in which the General Assembly may vote in a ballot without personal meeting, i.e. by fax, by e-mail, by exchange of written letter.

The calling notice for written decision-making shall be sent together with the text of the proposal and all supporting documents for decision-making purposes at least six (6) calendar days before the deadline for voting.

The majority and quorum requirements and any other voting rules as outlined in the present section of these Statutes shall apply accordingly.

23.10. Further provisions on the decision-making process, the voting rights and procedure, the quorum and majority rules of the General Assembly may be adopted in the Internal Rules.

Euroheat & Power Statutes