Bylaws of the Gofore Impact Foundation

The name of the foundation shall be Gofore Impact säätiö sr, Gofore Impact Stiftelsen sr in Swedish and Gofore Impact Foundation sr in English.
The domicile of the foundation shall be Helsinki.

The purpose of the foundation shall be to leverage the methods of the digital transformation to promote positive social impacts, such as the well-being of people and nature, the development of democracy and equality, environmental protection and learning, as well as to combat the negative side effects associated with the digital transformation. The purpose of the foundation is also to influence the diversity of digital transformation factors and the general vitality of the industry as well as to develop and promote living conditions through digitalisation and to support science.

In order to achieve its purpose, the foundation may:

• distribute grants and subsidies
• influence social discourse
• engage in research, development and project activities
• carry out its purpose also through all other forms of activity that directly contribute to the purpose of the foundation.

The financial management of the foundation must be systematic in nature.

The foundation may engage in all business activities to finance its forms of operation.

The Board of Directors shall consist of a minimum of three and a maximum of five members, each of whom may have a personal deputy member.

Gofore Plc shall appoint a maximum of one member of the Board of Directors of the foundation and a maximum of one deputy member, if the Board of Directors of the foundation consists of three or four ordinary members. Gofore Plc shall appoint a maximum of two members and a maximum of two deputy members of the Board of Directors of the foundation if the Board of Directors of the foundation consists of five members. In all other respects, the Board of Directors shall supplement itself.

In case Gofore Plc has not appointed new Board members to replace the members due for resignation for the next term of office no later than one month prior to the expiration of their term of office, the Board of Directors of the foundation may, where necessary, supplement itself for the next term of office.

Gofore Plc may dismiss a member of the Board of Directors it has appointed during their term of office and appoint a new member for the remainder of the term. If a member of the Board of Directors resigns, is dismissed or loses their eligibility for the position of a member of the Board of Directors or the position of a member of the Board of Directors otherwise becomes vacant during the term of office, the party that appointed them may appoint a new member for the remainder of the term of office. If there are fewer members left than required for the quorum at the meeting, the remaining members or a member shall, if necessary, supplement the Board of Directors so that the Board of Directors has no less than 3 members.

The term of office of a member of the Board of Directors shall be 3 calendar years. A person may be elected to serve as a member of the Board of Directors for a maximum of four consecutive terms.
Gofore Plc may appoint a Chairman of the Board of Directors from among the members of the Board of Directors it has appointed. If Gofore Plc has not appointed a Chairman for the Board of Directors of the foundation, the Board of Directors shall elect a Chairman from among its members for one calendar year at a time.

The Board of Directors shall be responsible for the administration of the foundation and for ensuring that the activities of the foundation are duly organised with a view to achieving its purpose. The Board of Directors shall be responsible for ensuring that the supervision of the accounting and financial management of the foundation is duly arranged.

The Chairman of the Board of Directors shall be responsible for ensuring that the Board convenes when necessary. A meeting shall be convened if requested by two members of the Board of Directors or the Managing Director. If the Chairman of the Board of Directors does not convene a meeting despite a request to such effect, the invitation may be delivered by the Managing Director or, if no less than one half of the members of the Board of Directors approve such convening, by a member of the Board of Directors.

The notice of a meeting of the Board of Directors shall be sent in a manner resolved upon by the Board of Directors no later than one week prior to the meeting of the Board of Directors.
An e-mail meeting and other remote meeting may be convened on the same day the meeting opens. A meeting may be closed before one week has elapsed from the opening of the meeting only if all members of the Board of Directors have attended the meeting.

The Board of Directors shall constitute a quorum when more than one half of the members are in attendance at the meeting. The amount is calculated from the elected members of the Board of Directors.

The resolution of the Board of Directors shall be a proposal supported by more than one half of the members in attendance, unless the Finnish Foundations Act or these bylaws stipulate upon a larger majority. A recused member of the Board of Directors shall not be considered to be in attendance. In the event of a tie, the chairman shall have the casting vote.
Those with the most votes are elected in the elections. If one person is to be elected, the person who has received more than one half of the votes will be elected in the election. If none of the candidates receives more than one half of the votes in the first round, the election shall be held between the two candidates with the most votes. In the event of a tie, the chairman shall have the casting vote.

Minutes of the meeting shall be devised, and the resolutions made and votings conducted shall be recorded therein. The minutes shall be signed by the chairman of the meeting and by no less than one member selected for the task by the Board of Directors. A member of the Board of Directors and the Managing Director shall have the right to have their dissenting opinion recorded in the minutes. The minutes shall be numbered and retained in a reliable manner.

The members of the Board of Directors may be paid customary remuneration and compensation for their work for the foundation. The same shall apply to the remuneration and other compensation payable to a member of the Board of Directors of the foundation by a group company or group foundation of the foundation.

The foundation may have a Managing Director and the Managing Director may have a deputy.

The Managing Director shall ensure the realisation of the purpose of the foundation and manage the other day-to-day administration of the foundation in accordance with the instructions and regulations issued by the Board of Directors. The Managing Director shall be responsible for ensuring that the accounting of the foundation complies with the law and that financial management is arranged in a reliable manner. The Managing Director shall provide the Board of Directors and its members with the information necessary for the performance of the duties of the Board of Directors.

The Managing Director may take measures that are unusual and far-reaching in view of the scope and nature of the activities of the foundation only if authorised to do so by the Board of Directors or if it is not possible to wait for the resolution of the Board of Directors without causing substantial detriment to the activities of the foundation. In the latter case, the Board of Directors must be informed of the measures taken as soon as possible.

The foundation shall be represented solely by the Chairman of the Board and the Managing Director.

The Board of Directors may authorise a designated person to represent the foundation alone or jointly with another designated person.

The financial year of the foundation shall be the calendar year.

The Board of Directors shall elect no less than one auditor for the foundation. If only one auditor has been elected for the foundation and they are not a certified audit entity, no less than one deputy auditor shall be elected.

The aggregate duration of the successive terms of office of the auditor of the foundation shall not exceed seven years. After the expiry of the abovementioned maximum period, the auditor may again participate in the audit of the foundation at the earliest four years after the end of the audit task. In case an audit entity has been elected as the auditor, the above shall not apply to the entity, but only to the principal auditor.

A resolution to amend the bylaws shall be valid if it has been supported by no less than three-quarters of all Board members.

In addition to the provisions of the Finnish Foundations Act as to amending the purpose of the foundation, the purpose of the foundation must be amended in the manner prescribed by the founder, if the founder designates an entirely or partially new purpose for the foundation. The new purpose may differ substantially from the original purpose, but it must be regarded as a non-profit purpose for tax purposes. The right provided for above shall also apply to any modified purpose. This amendment of purpose provision may not be removed from the bylaws of the foundation unless the founder gives their written consent to the deletion of the provision.

The dissolution of the foundation shall be subject to the resolution being supported by no less than four-fifths of all board members.

If the foundation is dissolved or wound up, the remaining assets must be used for non-profit activities fulfilling the purpose of the foundation.