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Statutes of Intrasenze Foundation
Established by order of March 20, 2017.

1. Name

The name of the Foundation is Intrasenze Foundation.

2. Purpose

The purpose of the foundation is, partly through the ownership of Intrasenze AB and partly through grants and donations, to promote social care and care for people and to promote security on the individual’s own terms. The purpose is to, based on a philosophy, human to human, create social benefits for individuals who want to build a safer and more resource-efficient society and, as a catalyst and inspirer, be an active player that enables promoted cooperation between local interests of individuals, households, companies, municipalities, county councils, the legal system and organizations both locally, regionally and globally.

3. Activities

The activities carried out shall be conducted exclusively or almost exclusively for the promotion of one or more of the public benefit purposes listed in § 2.

The Foundation shall conduct its activities with the funds contributed by the founders when the Foundation was established and with the additional funds obtained from the return of the Foundation’s assets, gifts, grants and other means.

4. Ownership in intrasenze

The Foundation shall at all times own shares in Intrasenze AB, (Publ), Org No. 559020-2502. The acquisition of shares in Intrasenze AB may take place through the Foundation’s own funds and through loans taken out by the Foundation, provided that it does not conflict with the purpose in § 2, the rules on activities in § 3 or the rules on the pursuit of purposes in § 5. The Foundation may not dispose of shares of class A in Intrasenze AB, (Publ), Org No 559020-2502. The Foundation shall ensure that ownership directives are drawn up for Intrasenze AB and, where appropriate, the companies in which the Foundation has/will have a majority shareholding.

5. Fulfilment of purpose

As of its third year of operation, the Foundation shall use at least 80 percent of its current return on its assets to fulfill (satisfy) one or more of the public benefit purposes listed in § 2. During the first two years of operation, the foundation must use at least 60% of its current return on its assets to fulfill (satisfy) one or more of the aforementioned purposes. Of the part of the return that is not used in this way (during the first two years or from the third year onwards), a maximum of 50% shall be used to pay an equitable remuneration to the ordinary members of the Board of Directors (see this § 5) to be divided equally between them, while the remainder, which will be at least 50% of this part, shall be funded. Other members of the Board shall receive fees as agreed with the Foundation.

This fee shall be taken from the part of the return used for the remuneration of the Board of Directors.

The Foundation may award grants both on its own initiative and on application, in accordance with the rules laid down by the Governing Board in line with the Foundation’s objectives and activities.

If its activities so require, the Governing Board may decide, after setting up an investment committee, to transfer some of the Foundation’s activities to one or more limited liability companies which shall be subsidiaries of the Foundation. The Board shall ensure that the Foundation always has a controlling interest in the company. The Foundation can transfer some of its property to a subsidiary.

6. seats

The Board of the Foundation shall have its seat in Mora.

7. Management Board

The affairs of the Foundation are managed by a board of three to seven ordinary members, with the right to appoint up to five additional members who are elected annually for their unique expertise that the board deems necessary from time to time. The first board, consisting of seven ordinary members, is appointed by the founders. The term of office for each board member is three years. Board members can be re-elected. The nomination committee consists of the three to seven ordinary members. The election of a board member requires unanimity.

An increase or decrease in the number of members/alternates as set out in the Statutes and the subsequent election of persons is decided, where appropriate, by the Board of Directors. In the event of the resignation of a member/alternate, a successor is appointed by the Board. All members must take part in each decision and the decision must be unanimous. If no agreement can be reached on the person concerned, a successor shall be appointed by the supervisory authority.

The Board is responsible for the organization and management of the Foundation’s affairs. The Management Board shall ensure that the organization of accounting and financial management includes adequate controls. The Board may set up committees for specific tasks.
The first chairman of the board shall be appointed by the founders. If the chairman dies, is banned from trading, is declared bankrupt, a trustee may be appointed under Chapter 11. Section 7 of the Parental Code or for any other reason resigns from the Board or wishes to resign as chairman, the Board appoints another chairman from within itself. The Board may appoint one or more Vice-Presidents.

The Chair is responsible for ensuring that the Board meets when necessary. The Board is convened at the request of a Board member.
Minutes shall be kept of the meetings of the Management Board and shall be signed by the Chair and the member appointed by the Management Board. Board members have the right to have dissenting opinions recorded in the minutes. The minutes shall be kept in numerical order and stored in a secure manner.

A quorum is present when more than half of the three to seven ordinary members are present, except for matters concerning new members and amendments to the statutes, which require unanimity.

Decisions of the Board of Directors shall be taken by a majority of those present or, in the event of a tie, by the President.

The Board represents the Foundation and signs its name. The Governing Board may authorize one or more members of the Governing Board or another person to represent the Foundation and to sign on its behalf.

8. Financial year and annual accounts

The Foundation’s financial year is the calendar year. For each financial year, the Management Board shall draw up the annual accounts, comprising at least the management report, the profit and loss account and the balance sheet.

9. auditor

The management of the Board of Directors shall be audited by an authorized auditor who shall submit an annual report on his/her audit. The auditor and any deputy auditor are appointed by the Board.

10. Supervision

The foundation must be supervised under the applicable law on foundations.

11. Amendment of the statutes

In the case of amendments to or deviations from the provisions of these statutes or the Foundation Ordinance, the rules of the Foundations Act (1994:1220) apply. Amendments or derogations that are possible under the rules of the Foundation Act can only be made by a unanimous decision of the Board of Directors.