Shareholders of Commodity Quest AB (publ ), reg . No. 556533-0189 , ( “Company”) , to be held on Wednesday 16 May 2012 at 10.00 am in the Park Venues premises at Engelbrektsgatan 9-11 in Stockholm .
Right to participate
Shareholders wishing to attend the meeting must be recorded in the register maintained by Euroclear Sweden AB share register on Thursday 10 May 2012, and register their attendance at the AGM by Thursday 10 May 2012, to address Commodity Quest AB (publ) , “AGM”, Engelbrecht 9-11, 114 32 Stockholm , or by e -mail to Pål Mörch [email protected] . The notice must include the name , full address , telephone number, personal or corporate , shareholding and, if appropriate, the shareholder is represented by proxy, or be accompanied by assistants (maximum two) .
Shareholders with nominee- registered shares must temporarily re-register their shares in their own name with Euroclear Sweden AB to be entitled to attend the meeting. Such registration must be effected by Euroclear Sweden AB on Thursday 10 May 2012. Shareholders should in good time before this date the nominee regarding this .
Shareholders represented by proxy shall issue a written and dated power of attorney. Power of attorney issued by a legal entity registration of the legal entity. The proxy shall not be issued more than one year before the date of the AGM . A copy of the power of attorney and registration certificates should in advance of the meeting sent to the Company at the address Engelbrecht 9-11, 114 32 Stockholm . Original power of attorney shall also be presented at the AGM. Proxy forms and forms for postal ballot will be available on the Company’s website : www.commodityquest.se under ” Meetings ” and sent to shareholders upon request.
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list.
4. Selection of one or more people.
5. Determination whether the Meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditor’s report and , where appropriate, consolidated accounts and consolidated audit report.
– a. fixing of the financial statements .
– b. Allocation of profit according to the adopted balance sheet.
– c. discharge from any liability of the directors and chief executive officer.
9. Determination of Directors and auditors .
10. Election of directors and appointment of the Chairman.
11. Decision on consolidation of shares .
12. Resolution to amend the Articles of Association .
13. Resolution on issue of warrants
14. Resolution authorizing the Board to issue new shares
15. Closing of the Meeting.
Appropriation of earnings ( paragraph 8(b) )
The Board of Directors proposes that the Company’s results according to the adopted balance sheet distributed in accordance with the proposal in the Annual Report. The Board of Directors proposes that no dividend be paid for 2011.
Fees and Election of Directors (item 9-10)
Complete proposals for these items will be available at the above address and on the Company’s website at least two weeks before the AGM.
Consolidation of shares (item 11)
In order to achieve the appropriate number of shares , the Board proposes that the Meeting resolves on a reverse split so that 20 existing shares of the Company are consolidated into one share.
Amendment of the Articles of Association (item 12)
The Board proposes , as a result of the proposed consolidation of shares, the Company’s Articles of Association be amended so that the number of shares shall be not less than 5 million and 20,000,000. Further proposed that section 11 of § 9 discarded. The reason for this is that the demand for guidelines for remuneration to senior executives only applies to companies whose shares are admitted to trading on a regulated market in Sweden.
Resolution to issue warrants (item 13)
The Board proposes that the Meeting resolves to issue warrants to the company’s CEO. The issue is proposed in order to further increase the CEO’s involvement in the company’s development .
Authorization for the Board to issue new shares (item 14)
The Board proposes that the Annual General Meeting authorized the Board , under existing statutes, until the next AGM , on one or more occasions, with or without deviation from the shareholders decide on the issuance of shares and / or convertible bonds and / or warrants. The Board proposes that it be authorized to decide on share issues are to be paid in cash , in kind and / or set-off , or otherwise subject to conditions .
A valid resolution regarding item 13 requires support of shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting and the validity of the resolution regarding items 11-12 and 14 required the approval of shareholders representing at least two -thirds of both the votes cast and the shares represented .
Complete proposals for resolutions under items above will be available at the Company at the above address and on the Company’s website at least two weeks before the AGM. Accounts and the Auditor ‘s Report and forms will be available at the above address and on the Company’s website no later than three weeks before the meeting . The documents will be sent to shareholders who so request and state their address.
Shareholders are reminded of their right to the Meeting, request information from the Board and the Executive Director in accordance with Chapter 7, § 32 of the Companies Act .
Stockholm in April 2012
Board of Directors
Commodity Quest AB (publ)