Charter of Foundation
Mr. And Mrs. Olof and Brita Stenström hereby ordain that the below mentioned property is to be separated and conveyed, free of charge, to the below mentioned foundation, to be independently administered in accordance with what is said in this charter of foundation.
A. Five thousand three hundred twenty two (5,322) preference shares in Etreb AB.
B. Shares quoted on the stock exchange according to annex 1.
C. Bond claims according to annex 1.
The name of the foundation
The name of the foundation is to be the BERTEBOS Foundation.
The purpose of the Foundation is to promote education and scientific research within the food sector.
The Foundation is to devote itself to its purpose by way of donations
1. To individual education and research at college or university, in Sweden or abroad, within subject fields referring to food, agriculture, animal health and ecology
2. For higher level research within these fields especially connected to research within the district of Halland
3. As a prize for a highly qualified, pioneering development method, also belonging to the subject fields mentioned above.
Justified to receive contribution from the Foundation is any natural person of Swedish citizenship, domiciled in Sweden. Where appropriate, descendants of the founders have precedence to funds. Second precedence is to be given to applicants from the parishes of Slöinge and Eftra and third precedence to applicants from the region represented by the district of Halland at the time of the institution of the Foundation.
When selecting a prize-winner according to clause 3 no restrictions based on nationality, race or religion are to be applied.
Board of directors
The activities and the administration of the Foundation is to be managed by five members together with personal deputy members, all of them elected for a period of four years. At the first election, however, two members are elected for a period of two years.
One member of the board, and his or her deputy, are elected by the shareholders of the head company of the group, at present Bertegruppen AB. This member is to be the chairman of the Foundation. For this election, every shareholder has one vote. When the chairman cannot attend, the deputy chairman of the Foundation is to step in as chairman.
One member is to be the managing director of the company Berte Qvarn AB. As his or her deputy, the financial manager of the company Etreb AB is elected. This person should also be the secretary of the Foundation.
One member and his or her deputy are to be elected in common by the employees of the companies belonging to the Etreb Group, among those who have been employed for at least three years. One member and his or her deputy are to be elected, the first time for a period of two years, by the church councils of the parishes of Slöinge and Eftra jointly.
One member and his or her deputy are to be elected, for the first time for a period of two years, by the board of the Agricultural Society of the District of Halland, on which occasion it is assumed that the managing director or an other official person employed at the Society will come into question.
The members of the board must belong to the Church of Sweden or its future equivalence.
The board is to hold meetings at least twice a year, summoned by the chairman, other meetings are to be held upon suggestion from any of the members.
The board constitutes a forum if at least two of the members and the chairman are present.
As decision in the board, the opinion to which the majority of the members agree, applies.
Where the voting is even, the opinion supported by the chairman of the board applies as decision.
The Foundation is represented by the board in full, and by order of the board by the chairman alone.
The assets of the Foundation are to be administered in such a way that a high profit is obtained, within the frame of a low risk factor.
The shares of Etreb AB are not to be dispossessed by the Foundation. Nor is the Foundation at any time allowed to be in possession of shares in Etreb AB to such an extent that the Foundation gets a majority of votes in the group.
Nor does the board have the right to contribute to the shares of Berte Qvarn AB being dispossessed from Etreb AB, as these represent an integrated part of Etreb AB.
The returns from the assets of the Foundation are to be used for purposes according to the above description.
The distribution of funds from the Foundation does not necessarily have to take place every year.
To secure the real value of the property and also to contribute to an increase in value, consolidation should be done to the extent allowed by the fiscal legislation in force at any time.
The board is to present an annual, financial report, including an annual report as well as a profit and loss account and a balance sheet.
The accounts of the Foundation are to be audited by two auditors, of whom one must be a certified accountant. For the auditors, personal deputies are chosen, by which a certified accountant is chosen as deputy for the certified accountant.
Preferably, the auditors should be the same as for Etreb AB.
In addition to what is provided in this charter of foundation, applicable parts of what is dictated in the foundation act dated 25th August 1994 (SFS 1994:1220) apply.
Kilatorpet the 27th December 1994
|Brita Stenström||Olof Stenström|
As a provisional board, Mr. Rolf Frid is to handle the foundation property in accordance with the above mentioned and, while awaiting the election of a permanent board, administer the property in accordance with the provisions of the Foundation.
Kilatorpet, on the same date as above,
|Brita Stenström||Olof Stenström|