Shareholders of Commodity Quest AB (publ ), reg. No. 556533-0189, (“the Company “) are hereby invited to an Extraordinary General Meeting on Friday, December 13, 2013 at 10:00 am in 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 no later than Friday, 6 December 2013.
– Notify the company so that it is received by the Company on Monday, December 9, 2013 at . 12:00 pm. Notification must be made to the Company in writing either to address Commodity Quest AB (publ), “Extraordinary General Meeting in 2013,” Engelbrecht 9-11, SE-114 32 Stockholm, or by e -mail to Pål Mörch; [email protected] or by phone 070-000 94 28. Notice should include the shareholder’s name, personal or corporate (or equivalent), full address, telephone number, shareholdings, information regarding assistants (maximum two) as well as the details on representatives or agents.
Shareholders represented by proxy, a shareholder’s signed and dated power of attorney together with the notification. The authorization is valid for one (1) year from date of issue unless the proxy specified a longer duration, which , however, may be at the five (5) years from issuance. This form shall be submitted to the Company at the above address well in advance of the meeting. Original power of attorney shall in any case be presented at the meeting. Proxy forms will be available on the Company’s website : www.commodityquest.se under ” Meetings ” and sent to shareholders upon request. Such request may be made to the Company in the same manner as notice of meeting. Representatives of legal entities must present a certified copy of a registration certificate or similar document showing the authorized signatory.
Shareholders with nominee- registered shares through a bank or other nominee must temporarily register their shares in their own name in the register maintained by Euroclear Sweden AB share register in order to participate in the meeting ( voting registration ) . Such registration must be completed no later than Friday, 6 December 2013 and the shareholder should, in advance of this day nominees to effect such registration.
1st Opening of the Meeting.
2nd Election of Chairman of the Meeting.
3rd Preparation and approval of voting list.
4th Approval of Agenda
5th Election of one or more people .
6th of whether the meeting has been duly convened .
7th Decision on distribution of all shares held in the subsidiary Delta Minerals AB.
8th Decision on issue of shares.
9th Closure of the meeting.
Decision on distribution of all shares in the subsidiary Delta Minerals Ltd (item 7)
The Company holds a majority stake in its subsidiary Delta Minerals Ltd ( “Subsidiary”) . The Board of Directors proposes that the Meeting resolves on a distribution in the form of all of the Company held shares in the subsidiary on the following terms . The proposal provides that shareholders of the Company for one (1 ) existing share in the Company will receive one ( 1) share of the Subsidiary . The record date for dividend entitlement of shares in the Subsidiary shall be 23 December 2013.
The decision to issue new shares (item 8)
The company made 11 January 2012 decision to issue convertible bonds targeted to a small number of investors. Since the decision on issuance was not registered in time of the Issue , the decision has expired and made payment on the convertible constitutes a claim for convertible signatories of the Company. The Board found it appropriate to convertible subscribers are given the opportunity to subscribe for shares in the Company on the same terms as the original convertible terms stated and hereby granted the right to settle their respective claims as payment for subscribed shares. Also proposed that the convertible subscribers are given the right to subscribe for shares against cash payment as compensation for loss of conversion due to the distribution of the shares of Delta Minerals AB.
The Board therefore proposes that the Extraordinary General Meeting of the Company resolve to issue a maximum of 1,638,227 shares with a quota value of SEK 3.40 per share, implying an increase of the share capital by a maximum of 5 569 971.80 SEK. The proposal includes both shares that may be paid by set-off (up to 1,411,764 shares) and shares that may be paid in cash (up to 226,463 shares). Right to subscribe for the new shares will be convertible subscribers with the right and obligation to pay for the shares subscribed for by offsetting their respective claims in respect of convertible bonds subscribed and paid for in cash . For each share subscribed for against payment through set-off given the right to subscribe for about 0.16 shares for cash . Subscription shall take place on 31 December 2013. Subscription price shall be SEK 3.40 per share which is equivalent to the conditions under the convertible .
The Annual General Meeting under item 8 of the agenda shall be subject to Chapter 16 of the Companies Act, the so-called ” Leo Act ” , so it is valid only if it is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented .
Holders of warrants issued by the Company March 20, 2013 which subscribes for shares pursuant to warrants from the issue of this notice will not be able to receive new shares in the Company at such time that the right to receive the distribution of shares in Delta Minerals AB arises. The company will execute the conversion of the shares that each warrant entitles the holder to subscribe for and the subscription price in accordance with the terms of the warrants .
The complete proposals for decisions and documents in accordance with Chapter 13 Section 6-8 § § and 18 § 4 and 6 § § Companies Act will last from Friday, 29 November 2013 be available from the Company at the above address and on the Company website. Shareholders who wish to receive those documents may notify the Company , whereupon the documents sent by post or by email .
At the time of issuing this notice is the registered number of shares and votes in the Company is 14,338,521 and an additional 468,000 shares that are subject to registration ( a total of 14,806,521 shares). The Company holds no treasury shares. Shareholders are entitled to at the AGM to ask questions about conditions that may affect the assessment of an item on the agenda.
Stockholm in November 2013
Board of Directors