MilDef Charity Foundation
Sweden
E-mail: charity@mildef.com

Statutes for MilDef Charity Foundation (MCF)

1. Business

The foundation’s business is MilDef Charity Foundation.

2. Headquarters

The Foundation will have its headquarters in the municipality of Helsingborg, Scania County.

3. Financial Year

The Foundation’s financial year, which is also the accounting year, shall be the calendar year.

4. Purpose

4.1 The purpose of the foundation is to raise funds for distribution to charitable causes, including but not limited to economically or socially disadvantaged people. 4.2 The purpose as per stated in 4.1 is to be achieved by the way of the Foundation receiving funds through the limited company MilDef Group AB, along with arrangements made for the benefit of the Foundation, through which participating individuals, companies and organisations donate money to the foundation. Furthermore, funds which reach the Foundation through other means will also be used for distribution to charitable causes in accordance with paragraph 4.1. 4.3 The Foundation will always strive to maintain maximum transparency towards its contributors. All contributors who request information will receive said information within a reasonable time.

5. Capital

5.1 The Foundation shall annually donate at least 50% of the year’s allotted capital. As a maximum, the Foundation may award 50% of the sum of incoming capital, plus the year’s allocated capital. 5.2 Funds raised will be used for distribution in the fulfillment of the Foundation’s purpose. Of the funds raised, the minimum necessary proportion may be used to cover those costs that are strictly necessary for the Foundation’s activities and existence.

6. Leadership

6.1 The Foundation will be governed and managed by a board consisting of a minimum of 3 and maximum of 6 members and an addition of maximum of three deputies. 6.2 The members and composition of the board are decided annually by vote among all employees at MilDef AB. The Foundation’s nomination committee has the task of proposing eligible candidates for election. Board members are elected by simple majority. 6.3 Posts on the governance board are unpaid; no remuneration is to be paid to board members. The appointment as a board member lasts until the person voluntarily steps down or is replaced by a vote at the annual members’ meeting. 6.4 Board meetings will be held at the request of a board member, however, the board must hold a minimum of four meetings a year. The chairman is responsible for notifying all board members of the time and place of the meetings. 6.5 Minutes will be taken at all board meetings, subject to adjustment by the chairman unless he or she happens to be the one who is taking the minutes. Minutes must be taken and preserved in numerical order and in a satisfactory manner. 6.6 The board is only quorate if at least half of the members are present. 6.7 Each of the board members has a single vote. The board’s opinion is the opinion shared by most of the board members (simple majority). In the case of a tie, the decision follows the sentiment expressed by the Chairman. 6.8 The board is entitled to call in various people to the board and to attend board meetings, however, such people do not have the right to vote on decisions. 6.9 The Foundation has a so-called “approval committee”. Their one and only task is to ensure that all proposals made by the board as to which causes should receive donations are approved by this committee. It is incumbent upon the Board to obtain the prior written approval of the members of the approval committee for each donation of funds.

7. Signatory Power

The foundation’s business name is to be signed by the board or by board members, two jointly, of which the Chairman must be one. The board may additionally appoint one or more persons to sign for the company in general or for specific occasions. Such a mandate must be introduced in writing at a board meeting before it can be deemed valid.

8. Accounts and Auditing

8.1 Accounts and records will be kept in accordance with prevailing laws, rules and regulations for charitable foundations. 8.2 Review of the Foundation’s administration and accounting should be performed by an authorized or approved accountant appointed by the committee, along with no more than one deputy. The auditor should have a mandate as decided by the Board.

9. Constitution Changes and Dissolution

9.1 When deciding on amendments to the constitution or the Foundation’s dissolution, a two-thirds majority of all eligible voters employed by MilDef AB at the time is required. 9.2 If at the Foundation’s dissolution there are any outstanding balances of funds, these will be be distributed in accordance with the Foundation’s purpose, after first covering any necessary costs for the Foundation’s dissolution.