Foundation Charter

Name and Registered Office

1 § The name of the foundation is Louhento Säätiö sr, in Swedish Louhento Stiftelse sr, and in English Louhento Foundation sr. The registered office of the foundation is located in Helsinki.

Purpose

2 § The purpose of the foundation is to promote social well-being by supporting work that improves the quality of life, particularly for children, young people, and the elderly. The foundation also supports projects and research related to science, culture, sports, and the environment.

Implementation of the Purpose

3 § The foundation fulfills its purpose by granting donations, scholarships, awards, and prizes, as well as by supporting other public-benefit activities that promote social well-being. Activities may be conducted both in Finland and abroad.

Endowment Capital

4 § The foundation’s endowment capital consists of 50,000 (fifty thousand) euros and an additional 10,000 (ten thousand) shares of Supercell Oy. The endowment capital must be maintained at 50,000 euros, and only the income derived from it may be distributed as grants.

The foundation is entitled to sell the donated Supercell Oy shares and use the proceeds from the sale for its activities, granting donations, scholarships, awards, and prizes, as well as supporting other public-benefit activities that promote social well-being.

The foundation’s asset management must be planned and structured. Investments should follow the principles of responsible investment where possible, and the foundation may invest in social impact investments aiming for positive societal effects in addition to financial returns.

The foundation has the right to accept donations and bequests and to accumulate assets through other means. It may also acquire and own real estate.

Board of Directors

5 § The foundation is managed and represented by a board of directors, consisting of the founders, Lasse and Mariet Louhento, and a third member. The founders shall appoint the third board member for the period between the annual general meetings. If the founders fail to appoint a board member by the end of February, the board of directors shall make the appointment.

The founders serve for life or until they decide to step down from their positions. Mariet Louhento serves as the chairperson, and Lasse Louhento as the vice-chairperson of the board. If the founders step down from their positions, the remaining board members will select a new member. The term of office for board members is three years.

Board Meetings

6 § The board shall meet upon the invitation of the chairperson or, in their absence, the vice-chairperson. The board shall be quorate when more than half of the board members are present.

The invitation to board meetings must be delivered in writing to each member at least five days before the meeting. Other communications to board members shall be sent in the same manner.

Decisions are made by a simple majority of votes. In case of a tie, the opinion of the meeting chairperson shall prevail.

Minutes of the board meetings shall be recorded, noting the decisions and votes taken. The minutes shall be signed by the chairperson and at least one board member.

Board Member Compensation

7 § Board members may be paid a customary meeting fee and reasonable compensation for other work done on behalf of the foundation.

Annual General Meeting

8 § The board shall convene an annual general meeting by the end of March each year. The agenda of the annual general meeting shall include:

  1. approval of the financial statements and annual report

  2. approval of the budget for the upcoming year

  3. determination of meeting fees

  4. appointment of an auditor and deputy auditor to review the foundation’s accounting and administration

  5. election of board members if the founders have not appointed them by the specified deadline.

CEO

9 § The board of directors may appoint a CEO and other necessary staff for the foundation. The salary and any other compensation for the CEO are determined by the board.

Representation

10 § The board of directors represents the foundation. The foundation may be represented by any two board members jointly. The board may also authorize a staff member or another individual to represent the foundation, provided that this representation is always by two persons together. The board may revoke this authorization at any time.

Financial Year and Auditing

11 § The financial year of the foundation is the calendar year. The foundation shall have one (1) regular auditor and one (1) deputy auditor. If an auditing firm is selected as the regular auditor, a deputy auditor is not required. Auditors are appointed indefinitely.

The financial statements and the board’s report on the previous year’s activities must be delivered to the auditors by April, and the auditors must provide their report by May. If the audit report requires action, the board shall meet during June to decide on any necessary measures.

Annual Reports and Filings with the Patent and Registration Office

12 § Certified copies of the income statement, balance sheet, breakdown of assets, and the activity and audit reports must be submitted to the Patent and Registration Office within six months of the end of the financial year. Changes in the foundation’s board members and representatives must be reported promptly to the Patent and Registration Office.

Amendment of the Rules and Dissolution

13 § The rules of the foundation may be amended by a unanimous decision of the board of directors. The amendment must be approved by the Patent and Registration Office. A decision to dissolve the foundation shall be made in the same manner.

14 § In the event of the foundation’s dissolution, its assets shall be used for the purpose specified in section 2 of the rules, as decided by the foundation’s board.

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