Stockholm May 17, 2013
COMMUNIQUE FROM THE ANNUAL GENERAL MEETING ON 16 MAJ 2013
Appropriation of earnings and discharge
The meeting resolved that no dividend would be paid to the shareholders and to the accumulated losses would be carried forward . The Board of Directors and the CEO from liability for their management of the Company for fiscal year 2012.
Fees and Election of Directors and Auditor
The meeting resolved that the board shall be paid a sum of 125,000 SEK and 75,000 SEK to each board member not receiving a salary from the company . The auditor shall be paid in accordance with approved invoices.
The meeting resolved to re-elect Håkan Gustafsson (Chairman), Christian Lundkvist and Pål Mörch as directors.
The meeting resolved to re-elect accountant Peter Burholm , PricewaterhouseCoopers .
Amendment of the Articles of Association
The Meeting resolved to amend the Articles of Association provisions of § 4 ( Share Capital ) and § 5 ( Number of shares). Amendment is a result of the Board’s proposal for authorization to issue new shares.
Changed wording of § 4: “The share capital shall be no less than 34 million dollars and more than 136 000 000 ”
Changed wording of § 5 : “The number of shares shall be a minimum of 10 000 000 shares and 40 000 000 shares ”
Resolution to issue warrants
The meeting decided on a long-term incentive plan as follows, including a private placement of warrants to the company’s CEO.
Background and rationale
Currently there is no share-based incentive scheme in Commodity Quest Group. The Board’s evaluation has revealed several reasons to introduce a share-based , warrant -based incentive program for the company’s CEO , in which the CEO’s reward can be linked to the Company’s future results and value . The long-term value is thereby rewarded and shareholders and the CEO gets the same goal.
In view of the conditions, size of the allotment and other circumstances, the Board of Directors to assume the incentive program as follows below is reasonable and advantageous for Commodity Quest and its shareholders.
Award and the public about the terms of the warrants
In total, a maximum of 400 000 warrants issued. The warrants shall be issued at market terms.
All warrants shall be issued free of charge .
A maximum of 400 000 warrants to be issued as a result of which the share capital may increase by a maximum of 1 360 000 SEK. Each warrant entitles the holder during the period 1 to 31 December 2014 to subscribe for one ( 1) new share in Commodity Quest AB ( publ), at a subscription price of SEK 3.40 which corresponds to the ratio value of the shares.
Subscription of warrants shall be made on the subscription list during the period 1 to 30 June 2013. Board shall be entitled to extend the subscription period. The exercise price and number of shares that each warrant entitles to.