PROSPECTUS

Queen of Green raises $150 bn to invest in 200 million orphans, youth and women to empower them with green communities, technologies and micro-enterprises

Table of Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. To stakeholders in the global community ……………………............... Timetable ………………………………………………………............... Background ……………………………………………………............... Financing ………………………………………………………............... Income ………………………………………………………….............. How will Queen of Green IPO operate? ………………………............. Technical background ……………………………………………............ What are the materials and running costs?................................................... Shares Offered …………………………………………………............... Dividend Payments …………………………………………….............. Further projects …………………………………………………............. Application for Stock ……………………………………………............ Responsibilities of Applicants ………………………………….............. Founding Directors of QOG ……………………………………............ Advisors to QOG ……………………………………………….............. Glossary …………………………………………………………............. Application Form for individuals ………………………………............ Agreement…………………………………………………………........... Contractual Terms and Conditions for Institutional Investors. ……….. Key Data of the Queen of Green IPO …………………………............. Organisation …………………………………………………….............. Business Information ……………………………………………............ Commissions and costs charged to the Investor …………………............. Commissions and costs borne by the Queen of Green IPO ………............ Participation in the Queen of Green IPO ………………………............ Notice Concerning Risks ……………………………………….............. Investment Principles ……………………………………………............ Investment - Instruments and techniques ………………………............ Duration, liquidation and restructuring of the Queen of Green IPO …. Applicable law, place of jurisdiction and definitive language …………. Page 3 4 5 6 7 8 8 9 10 10 11 11 12 12 12 13 13 14 15 16 17 17 18 19 20 21 24 26 27 28

QOG
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To stakeholders in the global community, I was orphaned at birth and adopted by loving parents who told me ‗I could do anything I put my mind too‘ At 4 years old I won my first design competition and found delight in any subject that required imagination, creativity and innovation. When I was 11 years old I became a global citizen when immigrants from 30+ countries enrolled in my school. In the top 30 of 1500 students I learnt acceptance, culture, faiths as well as science, maths, history, geography, English and French. I feel that submergence with others at a young age has given me a unique foundation of empathy. I studied at the London Academy of Music and Dramatic Art (LAMDA) and was sponsored by GE to attend a College of Science and Technology that included IT, Marketing, Economics and Accounting. At 16 years old I helped my first orphan from Africa. This started my 32 year journey in 40 countries learning, crowd funding and serving the BOP market, the 1 billion people who live on $1 a day or less. I won a National Sales and Marketing award when I was 25. In 2000, I studied at Oxford University with Deepak Chopra and apply his Seven Spiritual Laws of Success on a daily basis. In 2002 I was awarded the Infosys/Wharton Business School Technology Change Agent of the Year and interviewed for the Nobel Peace Prize in 2003. In 2004, I published my international selling book ‗Hope on AFRICA‘ which set out the plan for 2,166 green communities across the continent of Africa to transform the lives of 13 million orphans and 6 million women. Fast forward to 2012 this emerging market is called the BOP (Bottom of the Pyramid) and I am a world class thought leader in developing systems that empower the poor by transferring the knowledge, technology and capital to community members at grassroots level. We are true social entrepreneurs –we don‘t believe in doing things to the poor or for the poor – if you live on $1 a day you are extremely resourceful! We have proved that by investing in this resourcefulness and unleashing the creativity, skills and talent of this underserved group, amazing things can happen and new markets co-created. I and my crowd funders have re-invested for 32 years in 40 countries to lead this transformation. As a servant leader, I am committed to life-long learning: every day I consciously learn something new and it keeps me fresh and connected with the youngest of orphans, the brightest of youth and the most caring of women. I am an expert in social media, my Klout score is +K66 held by less than 0.05% of people tracked by Klout. As at June 2012 my network consists of 17,521,913 global citizens in 192 countries. I have sent and received 219,045 emails to mobilize resources from around the world and I am a member of 50 professional groups on LinkedIn with 721,494 other professionals. I publish daily on Face book and Twitter and receive instantaneous responses. The power of the network to locate and mobilize any resource is truly miraculous.
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Queen of Green has 29 diverse stakeholder groups and we have learnt how to motivate all of them to cooperate and collaborate on the world‘s largest International Public Private Partnership. No man is an island; however, governments, corporations and organizations have built walls around their resources and found too many excuses for not sharing them! My main ‗invisible‘ role is to ‗blow up the Berlin Walls‘ in people‘s minds that block them from collaboration. To be successful and sustainable in the Knowledge Economy –cooperation and collaboration is essential. Queen of Green is attracting green citizens and fund managers who are in the position to invest anything from $10 to $50bn to purchase Queen of Green IPO stock. Investors will receive quarterly dividends on their investment whilst enabling 200 million poor to benefit from green communities, technologies and micro-enterprises. This will free up capital from the very, very top directly to the very, very bottom and empower a generation of orphans, youth and women. The programs will also reduce the carbon footprint of our global community by empowering the poor to co-create in the global economy without adding to the pollution that the Industrial Age has left us as a toxic legacy. Obviously this is a community investment and a stake in a Fortune 500 company at the same time! – As Social Entrepreneurs we know you can be completely altruistic and gain a fair return on your capital whilst contributing to poverty alleviation at the same time. I committed my life to empowering a generation of orphans, youth and women with green communities, technologies and micro-enterprises. My global network is over flowing with green investors, volunteers, sponsors, inventors, collaborators etc if you share our vision - join us. This is the first Prospectus for a truly global IPO connecting investors in 194 countries with 283 Stock Exchanges in 117 countries, so please send feedback and improvements to the Prospectus to hope@hope.gs Please read this Prospectus for full details of our work including terms and conditions. I hope that once you find out more you will be keen to join us as a stakeholder and investor in this exciting, world changing venture. Gill Wallace Hope Chairman and Director, Queen of Green
Timetable (subject to change) June 2012 July 3rd July 2012 Prospectus and Pricing launched globally Global Financial Road show – 238 Stock Exchanges in 117 countries in 72 hrs QOG stock starts trading on the Frankfurt Stock Exchange (expected) QOG stock can be bought and sold on Face book
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Background

Queen of Green has a long tradition of social entrepreneurship as it leverages the inventors and green technologists from around the world under the first global cooperative brand. For many hundreds of years, the global village has utilized renewable energy from the sun, wind, rivers etc. Although in developed countries we are now used to our electricity supply coming from the mains, rapidly increasing energy prices, and concerns about energy security and the environment means that communities are once again looking for new ways of supplying their energy needs. Hence Queen of Green has developed this range of green communities, technologies, micro-enterprises, products and services to serve the needs of the BOP market. In 1999, Gill Wallace Hope went to Wall Street and was mentored by PriceWaterhouseCoopers and Bank of America. She internally observed 3 US IPO‘s and Chinese green energy listings on NASDAQ from 2000-2008. Hope was introduced to Sovereign Wealth, Pension, Hedge, and Forex managers and learnt how to present both the vision and the financials to skeptical and cynical Fund Managers. She invested one year in Silicon Valley, 2 years in Hollywood and 9 years serving on Capital Hill where she experienced first hand how the poor were ignored as they didn‘t make campaign contributions, vote or buy luxury goods. She has successfully completed 11,000+ crowd fund raises to be able to stand here and ask for your capital to implement our programs for 200 million poor. The idea for QOG evolved from discussion about how to increase local renewable energy supply – in particular the idea of transforming buildings from energy consumers to energy generators. More than 1.6 billion people have no access to electricity. There are obviously a number of benefits of this approach – cheaper electricity for the building and community groups, reduced environmental impact and increased local resilience. Such schemes are backed by the Government‘s UK energy strategy which states that by 2020 at least 15% of our energy needs will have to come from renewable sources. This prospectus outlines QOG‘s plan to improve the ‗quality of life‘ for 200 million poor, funded primarily by community investment. This will empower them to participate in the global economy, gaining access, opportunity and prosperity for their families and communities. PPP profits, plus payments for selling Queen of Green technologies, products and services, will generate an annual return for investors.

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Queen of Green is supported by the United Nations – Innovation in Financing (Sept 2005). It is also supported by the G192, G20 leaders, Faiths, Corporations, Sovereign Wealth Funds, Hedge Funds, Forex Funds, Foundations, Local Governments, Community Groups, teachers, nurses, caregivers, women, youth and orphans. We are confident that this IPO will be a success (we are expecting 7x over-subscription), in which case the model can be reused to empower the other 800 million BOP market and replicated by other communities. QOG is attracting: A) green investors with between $10 and $2,500 (CSOPS) to invest in ‗A‘ class stock, which can be sold at any time through the stock market or Face book and B) Institutional Investors to invest in ‗B‘ class stock - a long term, low risk, moderate return investment of this nature. The terms and conditions of the investment are set out in this document.

Shares
Queen of Green (QOG) has a pre-IPO valuation of $75 billion based on 5% profit with a conservative 10 x PE ratio. (we adopted the prudent valuation formulas of APPL that proves sustainability, long term growth and profits). We are offering for sale: ‗A‘ stock – 750,000,000 shares at $10 for our fans and green investors ‗B‘ stock 300 shares at $500 million each for Institutional Investors

Financing

We plan to raise all the money required to fund the installations through this share issue. All Development costs have been funded by crowd funding, sponsors, donors and volunteers. Investing in Queen of Green IPO should be seen as a social investment rather than a purely financial one. Your money will be used to improve the ‗quality of life‘ and sustainability of 200 million poor and increase their resilience to volatile energy prices. For green citizens it should be seen as ‗doing good and doing well‘. For Institutional investors it should be seen as a safe, long term investment with superior quarterly dividends.

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Queen of Green located $21 trillion of ‗parked funds‘ seeking profitable investments, however in June 2012, Spiegel Online, Germany reported that there were $60 trillion of investment funds receiving low or negative returns eager to find better performing investing opportunities.
http://www.spiegel.de/international/business/institutional-investors-desperately-seek-investment-opportunities-a-836975.html

Our estimates indicate that the green citizens will see a return at the IPO and the Institutional investor will see a return of around 5% pa in the first five years.
A glossary of terms is provided on Page 14

Income

Queen of Green will receive $150 billion to implement the programs in 70+ countries simultaneously. 95% of the funds will be invested in the year they are received. 5% will be used to manage the business, investments, programs and all operation costs. This level of efficiency is due to the leveraging of technology and stakeholder groups around the world. Queen of Green is the most efficient and effective collaborator because we have worked hard to eliminate all costs that do not add value and develop systems that are practical and responsive. Queen of Green IPO will pay off the capital investment and provide quarterly dividend payments to investors.
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How will Queen of Green IPO operate?
Queen of Green IPO (QOG) is a corporation registered in London with its IPO on the Frankfurt Stock Exchange. Key aspects of QOG are;
 QOG is run by the Directors to deliver green communities, technologies and microenterprises for the BOP market in 70 countries through promoting, transferring knowledge, technology, funding, installing and operating renewable energy systems through its Global Supply Chain. The Directors aim to provide a financial return on investments through annual interest payments generated by the PPP profits and Queen of Green sales. QOG has two classes of stock ‗A‘ class for green citizens and ‗B‘ class for Institutional investors with a fixed dividend. ‗A ‗class stock can be sold after the Queen of Green IPO on the stock market or Face book ‗B‘ class stock must be held for 5 years and pay a 5% pa in quarterly dividends The Directors aim to increase the value of the stock, although this cannot be guaranteed The Board is elected each year at the Annual General Meeting
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     

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QOG will train unemployed youth to market, install and maintain the systems so they can co-create their own micro-enterprise and serve their local community. UAE, KSA, Oman and Pakistan are ready to implement.

QOG has developed a unique system, technologies, materials, methodology and global supply chain to empower 2,166 community groups in Africa

1,333 green communities for India to mass collaborate, build and assemble a green community with accommodation, green technologies, growing program, education, healthcare and microenterprises all included.

Technical background
What is Queen of Green process and technologies?

Queen of Green has developed a unique process that converts any building from an energy consumer to an energy generator. QOG provides all the technologies and ingredients in a 20ft container and trains local engineers and youth to install.

The local government or donor provides the land and the community collaborates with the step-by-step instructions on the 8 stage process. As the Community Groups complete each stage they win the ingredients for the next stage. Each green community will accommodate 6,000 orphans and caregivers. Each orphan receives their own room, bed, desk, closet, chair, lamp, organic towels and laptop. Every member of the community participates in the growing program to ensure their food security.
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Each green community represents a $30 million investment of which $50,000 is the only cash exposure to laborers building the foundations. Gill Wallace Hope has spent 10 years fine tuning the Global Supply Chain to eliminate every possible risk to ensure that the resources reach the orphans and caregivers.
What are the materials and running costs?

Every consultant, contractor and manufacturer has had to submit technical specifications and meet 3 Queen of Green criteria: a) Fit for purpose b) International Quality Standards c) Value for money Too many Manufacturers take advantage of the poor by selling them inferior quality products that don‘t work and don‘t last. It has been a great challenge attracting manufacturers who understood the difference between ‗cost‘ and ‗value‘. We developed prototypes in fields, attics and garages with people who cared and then located manufacturers who were prepared to ‗unlearn‘ in order to win the contract. Because Queen of Green is purchasing in such large quantities we can obtain great quality and sensible unit costs. Each Green Community also includes micro-enterprises and the youth and women will be trained in maintaining the buildings, equipment and vehicles. The growing program will produce healthy food for the residents and a surplus which can be processed and sold to local, national and international markets. Every ingredient has been carefully designed to be made from recycled materials, recyclable and sustainable. Queen of Green is setting new international standards for what is possible through collaboration with the greatest green thinkers and inventors.

Shares Offered
In return for your investment you will receive stock in the company and become a Stockholder. The subscription price for each ‗A‘ share issued by QOG is $10 this is the face value and does not necessarily mean the share is worth $10. The share value may fall or rise. There are 2 classes of stock: ‗A‘ class for green citizens investing from $10 to $2,500 * ‗B‘ class for Institutional Investors from $500 m to $50 bn.
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*via CSOPS (Customer Stock Option Scheme). The minimum shareholding for which you can apply is $10 and the maximum you can hold $50 bn. You may apply for any amount between $10 and $50 bn. You invest in Queen of Green stock because you want to see the needs of the poor being served and make a profit. You do not invest because:  you want to screw the tax man (which in reality means you screw yourself as taxes are collected to pay for collective services such as armed forces, police, security, road repairs etc).  Naked Short the stock to make money at our loss The Directors are keen to attract Stockholders who are committed to a long term relationship with the company. Green citizens, corporations and international organizations and funds are welcome to apply.

Dividend Payments In addition to the social benefits of improving the ‗quality of life‘ for the poor and thereby helping the world reduce its carbon footprint, Institutional investors will receive 5% pa paid as a quarterly dividend over the 5 years.
Investors may be liable to income tax on the dividends received. Consult your tax advisor.

Further projects Although it is anticipated that further projects will be developed, the Portfolio below have been agreed and are ready for large scale implementation.

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Queen of Green FZE has developed a Social Development Portfolio to invest in orphans, youth and women.

UAE: KSA: Africa: India: South Africa:

– 70 buildings with Queen of Green makeovers – Green Micro-enterprises – 200,000 unemployed women: – 2,166 green communities – 13 million orphans: – 1,333 green communities – 8 million orphans and widows: – Green roofs – Mumbai – Mobile Power -Shanty Towns – 2 million Shanty Town Dwellers: – Social Housing – Solar Water Heaters: -Healthcare INFOstructure – 72,561,312 citizens: – Healthcare INFOstructure – 170.6 million citizens of Pakistan: – PAK youth micro-enterprises: – Rollywood and micro-enterprise –150,000 green micro-enterprises for unemployed women and youth: – Healthcare INFOstructure – 7 351 234 citizens: – 10 Green Communities: –Trash to Energy to healthcare - 2,868,380 citizens: – Green Youth Enterprises – 100 million youth

$1bn $2bn $55bn $11bn $0.24bn $0.70bn $14.6bn $6.9bn

Turkey: Pakistan:

Romania: Bulgaria: Haiti: Jamaica: Middle East:

$1.85bn $0.88bn $0.30bn $0.35bn $55.18bn

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Application for Stock You cannot withdraw your application for Stock once QOG has received the completed application form. Any prospective investor should therefore be sure they have the financial means to fulfill their application.
The Directors reserve the right to refuse an application without having to give any reason for the decision. They may decide not to issue any stock or to issue fewer stocks than you applied for. We expect to be 7x over-subscribed and we may elect to issue stock pari passu. QOG will bank your cheque and acknowledge receipt but will not issue shares until the Directors are certain that the whole amount of the offering has been subscribed for. In the event of QOG failing to raise the necessary money or otherwise failing to proceed within 3 months QOG will return money to the investors. No interest will be paid in this eventuality.

Responsibilities of Applicants
By submission of your application you commit that; 1. Your cheque will be honored 2. If an individual, you are aged over 16 years 3. You have authority to sign the application 4. You will supply QOG with proof of your identity and address if required in order to comply with Money Laundering regulations 5. You agree to be contacted for all purposes by e-mail and to notify QOG if your e-mail address changes 6. You will be bound by the M&A of the Corporation with respect to your Stock holding

General Matters Stockholder‘s details will be held on a computer database and will only be used for QOG business and not disclosed to any third party. QOG will comply with Data Protection regulation and as such Members can request a copy of information held about them. Founding Directors of QOG Gill Wallace Hope, Chairman and Founding Director, 25th January 1962 Harold Schwab, Company Secretary, Schwab Financial Services GmbH, Schlossackerstrasse 26, 8526 Oberneunforn, Switzerland , 28th February 1972 Advisors to QOG Legal: In-house
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How to Invest
Complete the application form attached and send together with a cheque made payable to ‗Queen of Green IPO‘ to; Queen of Green IPO, Pellipar House, 1st Floor, 9 Cloak Lane, London, EC4R 2 RU, United Kingdom.

Deadline QOG hope to complete the IPO before 31st July 2012. Therefore we would appreciate receiving your application by 30th June 2012. Beyond this date acceptance of applications will be at the Directors discretion.

Glossary
QOG Social Entrepreneur Stakeholder Knowledge Economy Industrial Age Global Citizen Servant Leader Bottom of the Pyramid (BOP) Member Investors Shares Ticker Symbol Foreign Empowerment Policy Poverty Alleviation Quality of Life International Public Private Partnership Social Media Klout Face book, LinkedIn, Twitter Queen of Green IPO An entrepreneur who does good and does well A person holding a stake in a collective venture The economy where knowledge drives value and revenue Age of machinery that caused the massive pollution A citizen of the world who cares about others and the planet A leader who focuses on serving the needs of all stakeholders The 1 billion citizens who live on $1 a day or less Holder of stock in QOG and therefore a Member Individuals and organizations investing capital in QOG Shares in the corporation. Two classes ‗A‘ and ‗B‘ ‗QOG‘ letters used by the stock market as a short form A NEW policy being a convergence of Foreign Policy, Economic Stimulus, Poverty Alleviation and Mass Collaboration invented by Gill Wallace Hope Investing directly in poor communities to improve their ‗quality of life‘ A measure of prosperity including accommodation, nutrition, education, health, income etc A partnership of diverse stakeholders who provide resources, land, knowledge, technology, capital, and time to transform a market or sector. New media which uses the internet to distribute communications. 750 million connected worldwide An analytical tool for social media performance Some of the largest social media sites for interaction, professionals and short messages.
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Application Form for individuals
I wish to become a member of Queen of Green IPO in accordance with the rules and apply for shares to the value of: $10 $500 $1,000 $2,500 Other - $______ Applicant Details First Name Family Name Address Telephone E-Mail* * To minimize costs e-mail will be the primary means of communication between the Directors and the membership - we cannot accept applications without a valid e-mail address

Agreement

I am at least 16 years old. I agree to be bound by the terms and Conditions included in the Prospectus and the Rules of Queen of Green IPO. I understand that the Board of Directors of Queen of Green IPO may reject my Application and does not have to tell me why it has been rejected.

Data Protection & Money Laundering

The data provided by you on this form will be stored within a computerized database. This data will only be used for QOG purposes and will not be disclosed to a third party. It is a term of the offer that to ensure compliance with the Money Laundering Regulations 2003, QOG may at its absolute discretion require verification of identity of any person seeking to invest. Signature Date Please send this application along with your cheque to Queen of Green IPO, Queen of Green IPO, Pellipar House, 1st Floor, 9 Cloak Lane, London, EC4R 2 RU, United Kingdom

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Prospectus
Contractual Terms and Conditions for Institutional Investors ONLY 21st June 2012
Queen of Green IPO ( hereinafter referred to as the Queen of Green IPO) is an Investment „B‟ stock for qualified Investors. This document, which constitutes a Prospectus for the purposes of Article 3 of the European Prospectus Directive 2003/71/EC (the “Prospectus Directive”), has been prepared in accordance with the Prospectus Rules of the UK Listing Authority made under section 73A of FSMA and has been approved by the FSA in accordance with section 87A of FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. The approved Prospectus will be notified by the FSA to the competent authorities in Germany (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and Austria (Finanzmarktaufsicht-FMA) for passporting in accordance with Article 18 of the Prospectus Directive.

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The Queen of Green IPO is exclusively directed at one or more qualified Investors, This document, which constitutes a Prospectus for the purposes of Article 3 of the European Prospectus Directive 2003/71/EC (the “Prospectus Directive”), has been prepared in accordance with the Prospectus Rules of the UK Listing Authority made under section 73A of FSMA and has been approved by the FSA in accordance with section 87A of FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. The approved Prospectus will be notified by the FSA to the competent authorities in Germany (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and Austria (Finanzmarktaufsicht– FMA) for passporting in accordance with Article 18 of the Prospectus Directive The relevant legal content of this Prospectus ( hereinafter referred to as the 'Prospectus') constitutes the contractual terms and conditions and is at the same time sufficient to form a fiduciary Instrument. The acquisition of the ‗B‘ stock of the Queen of Green IPO is taken as approval by the acquirer of such contractual terms and conditions. Qualified investors in this Queen of Green IPO are entitled to receive the Prospectus, the contractual terms and conditions as well as the company's annual report and accounts in the latest version, free of charge from the Queen of Green IPO management company, the depositary bank and from all agencies authorized to conduct sales of the ‗B‘ stock of the Queen of Green IPO. This document at ion can also be obtained by qualified investors from the website of Scribd http://www.scribd.com/doc/97635103/Queen-of-Green-IPO-Prospectus-QOG-20th-June-2012 Further information concerning the Queen of Green IPO is obtainable during business hours from Queen of Green IPO, Pellipar House, 1st Floor, 9 Cloak Lane, London, EC4R 2 RU, United Kingdom

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Fund Managers and Fund Management Company: This notice is to appear an all advertising material and the subscription form.

1. Key Data of the Queen of Green IPO
Basic Information Securities No. ISIN – Nr. Established for an indeterminate duration or limited duration Securities exchange quoted yes / no (indicate name of the securities exchange) Accounting currency * Minimum investment** A1C9B6 GB00B5N2N972 limited duration Frankfurt Stock Exchange

US$ in US$ with a minimum amount equivalent to US$ 500,000,000 maximum $50 billion Minimum holding duration the minimum holding duration is five years Initial issue price US$ price per ‗B‘ stock upon issue Valuation date last working day of each quarter – Mar, June, Sept, Dec Valuation interval 90 days Acceptance closure date fund unit last working day of each quarter at 16:00h (GMT) business Closure date of final annual 31 December annually accounts Application of the profits *** US$ [=distributed] Commissions and costs charged to the Investor Maximum issue commission **** 1% max. Maximum redemption commission 5% max. Commissions and costs borne by the Queen of Green IPO* **** Management fee for the investment Max. 1.2 % of cost price from the direct investment per annum in associated companies, which hold direct investments Management fee for other investments o Performance-fee o Hurdle rate o High watermark Maximum administration charges **** Maximum depositary bank fee **** no commission charged none none none 0.30% p.a. max. none

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*The accounting currency is the currency in which the performance and the net asset value is calculated ** Minimum subscription amount: US$ 500,000,000 or equivalent *** US$= dividend distribution **** The effective commission and/or fee charged will be shown in the annual report and accounts *** ** Plus taxation and sundry charges : transaction expenses as well as disbursements , which the Stock administration company and the depositary bank incur in the exercise of their functions

2. Organization
Domicile state and the responsible financial services supervisory authority Legal Corporate Form The Issuer Is Incorporated Under, and Subject To, The Laws Of England and Wales. Investors may Encounter Difficulties in Enforcement against the Issuer and/or Members of its Board of Directors or Senior Management the Issuer is a company incorporated under the laws of England and Wales and all but one of the members of its Board of Directors and Senior Management are residents of the United Kingdom. Although the Shares will be listed on the Entry Standard in Frankfurt, Germany, the rights of the shareholders of the Issuer will be governed to a large extent by the laws of England and Wales, including the UK Companies Act and other laws and regulations applicable to companies incorporated under the laws of England and Wales.

English company law has certain features that differ from German company law: certain of the rights granted, and obligations imposed on, the shareholders and/or the Issuer and/or the members of its Board of Directors under English law, including (inter alia) in respect of the transferability of the Shares, the ability of the Issuer to pay dividends, the ability of the shareholders to dismiss the members of the Board of Directors, and the provisions governing takeovers and public offers and the disclosures that may be required to be made by the shareholders and/or the Issuer and/or its subsidiaries may present significant differences with those that would be applicable to a company incorporated in Germany. The protection afforded to the shareholders of the Issuer under English law may not be the same as that afforded to the shareholders of a company incorporated in Germany. Furthermore, shareholders who hold their Shares through Clearstream will not be entered in the Company's register of members as the holders of those Shares. See the Section entitled "Offering and Sale — Form of the Shares, Settlement and Clearing — holding of the Shares held through Clearstream." Accordingly, shareholders who hold their Shares through Clearstream may not be able to bring certain claims against the Issuer or the Board of Directors in their own right, which will be the registered holder of the Shares held through Clearstream, would decline to bring a claim on behalf of the beneficial owners of the Shares. In addition, it is likely that English courts will usually have jurisdiction over civil proceedings brought by shareholders against the Issuer and/or the members of its Board of Directors or Senior Management. If any such proceedings are brought in courts outside England and Wales, additional costs may be incurred in doing so or in enforcing the foreign court decision. In addition, English courts may reach decisions which may differ from the decisions that would be taken by German courts and there can be no assurance that such English courts would grant the same level of protection to shareholders that German courts would
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grant to the shareholders of a company incorporated in Germany. Furthermore, even though both the United Kingdom and Germany are governed by the Council Regulation (EC) No. 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (European Regulation on jurisdiction and enforcement) , it could be difficult for investors to enforce decisions of the courts of Germany against the Issuer and/or the members of its Board of Directors. Irrespective of jurisdictional issues, English courts will not recognise or enforce provisions of German law or of a German court decision or proceedings that would be deemed to be contrary to public policy (as construed under English law). For example, English courts will not recognise or enforce a judgment given by a German court which is contrary to public policy (as construed under English law), or which is irreconcilable with a judgment given in a dispute between the same parties in the English courts, or which is irreconcilable with a prior German judgment in proceedings between the same par-ties and involving the same cause of action (provided that the prior judgment is capable of recognition by the English courts) or which is a judgment given in default of the defendant's appearance in court where the defendant was not served with the document instituting proceedings, or with an equivalent document, in such a way as to allow him to arrange for his defence. As a result, rights and remedies that may be available under the laws of Germany, including under certain securities laws of Germany, might not be available under English law. Further, decisions of German courts may not be enforceable under the laws of England and Wales, if they were contrary to public policy as determined by English courts. Date of incorporation. October 2010 Stock Administration Company Computershare, The Pavilions, Bridgewater Road, Bristol, BS99 6ZY United Kingdom Stock Managers Schwab Financial Services GmbH, Schlossackerstrasse 26, 8526 Oberneunforn, Switzerland Authorized Sales Agencies All Brokers, Agents, Advisors, Lawyers, Fans and Supporters who DIRECTLY introduce INVESTORS can claim 3% of total investment paid in Queen of Green stock. Please ensure that your name, address, email and telephone no are included on the Application Form and signed by the Investor in order for your stock to be issued. Queen of Green will NOT pay any introduction commissions unless this simple condition is followed. Stock Certificates for commissions will be processed and issued by July 31st 2012 after the stock has started trading. Please be patient as we expect a high volume of processing. Depositary Bank HSBC Bank plc, 8 Canada Square, London EC14 5HQ Financial Auditors PwC, 7 More London Riverside, London SE1 2RT

3. Business Information
Application of the profits The profits earned by the Queen of Green IPO will be distributed as dividends fixed at 5% per annum paid
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each quarter on Mar 31st, June 30th, Sept 30th and Dec 31st. Total 20 dividend payments over 5 years. Taxes The stock of Queen of Green IPO are subject to taxation depending on the country (please check with your tax advisor). The issue of ‗B‘stock in the Queen of Green IPO attracts no Government Issue levy. The following summary does not purport to address all tax consequences of the acquisition, ownership and sale or other disposition of the Offered Shares, and does not take into account the specific circumstances of any particular investor. This summary is based on the tax laws, regulations and regulatory practices of the UK, Germany, Austria and Switzerland as in effect on the date hereof, which are subject to change (or subject to changes in interpretation), possibly with retroactive effect. Current and prospective shareholders are advised to consult their own tax advisers in light of their particular circumstances as to UK and German tax laws, regulations and regulatory practices that could be relevant for them in connection with the acquiring, owning and selling or other disposing of Offered Shares and receiving dividends and similar cash or in-kind distributions on the Offered Shares (including dividends on liquidation proceeds and stock dividends) (hereinafter, for purposes of this Section, "Dividends") or other payments on the Offered Shares and the consequences thereof under the tax laws, regulations and regulatory practices of the UK and Germany. Investors resident in Germany have to declare as assets the Queen of Green IPO ‗B‘ stock that they hold. Any dividends paid out by the Queen of Green IPO are deemed income from ‗B‘ stock and are free of taxation on revenue. Any capital gains realized upon the sale of the stock of the Queen of Green IPO are to be declared as income for tax purposes. No coupon tax is chargeable upon dividends. 2. Stamp Duty and Stamp Duty Reserve Tax (―SDRT‖) Notwithstanding that stamp duty or SDRT may be payable by investors on the sale to them by the Selling Shareholders of the Offered Shares, separate arrangements have been made so that investors other than persons providing clearance services or issuing depositary receipts (or in either case their nominee or agent) should have no liability in this regard In regard to the Queen of Green IPO, any German agency for the making and receiving of payments may be required to retain withholding-tax at source on certain interest income and in particular upon dividends, as well as upon sales and/or redemptions of the Queen of Green IPO ‗B‘ stock, which are payable to natural persons having a fiscal domicile in a member state of the European Union (EU withholding-tax on interest-income). If necessary, and at the express request of the payee, any German payment agency may render an appropriate report to a foreign fiscal authority, instead of withholding the tax at source. The Queen of Green IPO is not subject to any other requirements to retain any tax at source within Germany, in particular not to a settlement-tax requirement. Foreign income and capital gains, which are generated by the Queen of Green IPO, may be subject to withholding taxation in the country of the investment. Rights under double- taxation treaties remain reserved. The fiscal information provided here is based upon the currently known legal situation and practice. Changes to legislation, jurisprudence and/or government decrees and to the practice of fiscal authorities remain hereby expressly reserved. The taxation and other fiscal impacts on the Investor arising from the holding and/or purchasing or selling of Queen of Green IPO „B‟ stock depend on the statutory fiscal regulations of the investor's
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country of domicile, and depend also, with particular reference to European Union interest income taxation, on the country of domicile of the agency making the payment. Investors are required to contact their own professional advisers with regard to the relevant fiscal consequences. Neither the Queen of Green IPO management company, nor the depositary bank, nor their authorized agents can be held liable for individual fiscal consequences for the Investor arising from the purchase, sale or holding of Queen of Green IPO „B‟ stock. Costs Commissions and costs charged to the Investor Issue commission To cover costs incurred in the placing of the Queen of Green IPO ‗B‘ stock, the Queen of Green IPO management company may levy an issue commission in its favor on the net value of the newly issued ‗B‘ stock, in accordance with Section: 1 of the 'Key Data' of the Queen of Green IPO. Redemption commission For the payment of redeemed ‗B‘ stock, the Queen of Green IPO management company may levy a redemption commission on the net value of the redeemed ‗B‘ stock of the Queen of Green IPO in favor of the assets of the Queen of Green IPO, in accordance with Section: 1 of the 'Key Data of the Queen of Green IPO'. Liquidation costs Upon the distribution of the liquidation proceeds in case of a liquidation of the Queen of Green IPO, the Queen of Green IPO management company may levy a redemption commission in its favor of no more than 0.25% of the net value. Commissions and costs borne by the Queen of Green IPO Management commission The management company charges an annual management commission in accordance with Section: 1 of the 'Key Data of the Queen of Green IPO' for the general management, and/or sales at home and abroad. This is calculated on the basis of the average net assets of the Queen of Green IPO and levied pro rata at the end of each quarter. Administration fee The Queen of Green IPO management company charges an annual fee in accordance with Section: 1 of the Key 'Key Data of the Queen of Green IPO' for the administration of the Queen of Green IPO as well as for the calculation of the Queen of Green IPO's assets. This is calculated on the basis of the average net value of the Queen of Green IPO and levied pro rata at the end of each quarter.

Depositary bank fee The depositary bank charges an annual fee in accordance with Section: 1 'Key Data of the Queen of Green IPO' for holding the assets of the Queen of Green IPO, providing payment services and the other tasks of a depositary bank as defined in the 'IUG'. This fee is calculated on the basis of the average net value of the Queen of Green IPO and levied pro rata at the end of each quarter. Regular expenditure
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In addition to the foregoing, the following expenditure is charged to the assets of the Queen of Green IPO:  Costs in connection with the setting up of the IPO (e.g. concession fees, the drawing-up- and printing of the simplified prospectus in all necessary languages, incl. translation fees); these are charged to assets and written off on a linear basis over an appropriate time period;  Cost of the preparation, printing and dispatch of the annual report and accounts as well as any further statutory publications in all necessary languages;  Costs of legal advice and tax consultancy incurred by the Queen of Green IPO management company or by the depositary bank , when these are acting in the interests of the stock holders;  Costs of any publication of notices to the stockholders of the Queen of Green IPO;  Fees and costs for permits and the supervision of the Queen of Green IPO in Germany;  All taxes levied on the assets of the Queen of Green IPO as well as on its income and expenditure;  A reasonable proportion of the cost of printed matter and advertising incurred in direct connection with the offer and sale of the Queen of Green IPO's ‗B‘ stock;  The fee of the financial auditors;  Costs of any exceptional dispositions that becomes necessary under the statute law and ordinances governing investment Queen of Green IPOs (e.g. amendments to the contractual terms and conditions of the Queen of Green IPO). Transaction costs In addition, the Queen of Green IPO bears all ancillary costs arising from the management of the Queen of Green IPO stock and assets for the purchase and sale of investments ( customary brokerage fees, commissions and levies). These charges will be offset directly against the purchase and/or selling price of the stock in question. The overall costs to be borne by the Queen of Green IPO on an annual basis will be shown in the relevant annual report and accounts. With the exception of the transaction charges, it includes all commissions and costs that are, charged to the Queen of Green IPO stock on an ongoing basis. The Queen of Green IPO may invest in international social development projects, where the Queen of Green IPO management and/or the depositary bank exercise a mandate. Such circumstances will be duly taken into account in that no additional charges for administrative and/or depositary functions will be incurred on behalf of the Queen of Green IPO.

4. Participation in the Queen of Green IPO
The exclusive group of qualified investors for ―B‘ stock The Queen of Green IPO is exclusively aimed at one or more qualified investors, who fall into one of the following categories: a) Banks and financial services companies, G20 Governments, Sovereign Wealth Funds, Faith-based Funds, Corporations, Foundations, Hedge Funds, Forex funds, Funds of Funds, insurance companies, occupational pension schemes, postal institutions, securities firms, assets management companies, collective capital investments and their management companies as well as non-government-supervised companies whose sole purpose is the investment of securities on behalf of third parties;
b) Other enterprises, of which: 1. the equity capital in the last financial year exceeded US$500 million or the equivalent in another 2.

currency, during the last financial year; or the economic beneficiary or beneficiaries are qualified investors within the meaning of paragraph c) below;
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c) natural persons whose securities portfolio exceeds one million US$ or the equivalent in another

currency at the time of signature of the subscription form;
d) Nation states, publicly owned corporations and institutions, central banks, international and supranational

institutions and other similar international organizations. Subscription agencies ‗B‘ stock of the Queen of Green IPO can be acquired via the depositary bank as well as from any other bank having its domicile at home or abroad. Subscription form Qualified investors may only acquire Queen of Green IPO ‗B‘ stock on the basis of the enclosed subscription form, which is to be signed by the investor. On the subscription form, the investor must confirm that the he/she and any other persons for whose account he/she acts, are, when considered separately, qualified investors within the meaning of the foregoing categories. Restriction The Queen of Green IPO is licensed globally for the public canvassing of sales. Upon the issue or redemption of the ‗B‘ stock of this Queen of Green IPO abroad, the stipulations valid there will be applied. The ‗B‘ stock of the Queen of Green IPO have in particular not been registered under the United States Securities Act of 1933, and except in connection with a transaction which does not infringe this legislation, ‗B‘ stock of the Queen of Green IPO cannot be offered, sold, resold or delivered, directly or indirectly, in the United States of America, to U.S. citizens or persons domiciled in the United States, corporations or other legal entities, which are established, incorporated or managed in the United States. The terminology the 'United States' embraces, within the meaning of this document, the United States of America, all of the member states of the union, territories and possessions as well as all other areas subject to their legal sovereignty. U.S. citizens domiciled outside the U.S.A. are entitled to be economic owners of Queen of Green IPO ‗B‘ stock under Regulation 5 of the Securities Act Release No.: 33-6863 (May 2, 1990). Issue and redemption of Queen of Green IPO „B‟ stock The Queen of Green IPO ‗B‘ stock can be subscribed and redeemed at the net value per stock, plus any issue commission and taxes due. The amount of the maximum issue commissions and/or charges can be found in Section: 1 of the 'Key Data' of the Queen of Green IPO. Subscription applications are to be submitted to the depositary bank by the acceptance closure date. If a subscription application is received alter the acceptance closure date, it is earmarked for the next valuation date. Under certain circumstances, earlier acceptance closure dates may apply to subscription applications placed with authorized sales agencies, in order to ensure that the applications are passed on punctually to the depositary bank in Germany. Such earlier dates can be obtained from all authorized sales agencies. Further information on acceptance closure dates can be obtained under Section: 1 of the ‗Key Data‘ of the Queen of Green IPO. The investor undertakes to retain the Queen of Green IPO ‗B‘ stock subscribed for a minimum duration of five years. The depositary bank may undertake and/or organize trading in Queen of Green IPO ‗B‘ stock outside the normal regulations governing issue and redemption. However, it is not obliged to do so.

5. Notice Concerning Risks
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Risks that are specific to the Queen of Green IPO Queen of Green IPO strategy Because of the predominant investment of the assets of the Queen of Green IPO in international social development projects (ISD Projects) and rights thereto, this type of investment entails a market-risk and a risk to the issuer, which can have a negative effect on the assets of the Queen of Green IPO. In addition to this, other risks can arise such as the currency risk and the interest-rate risk. Due to the focused investment strategy, and the possibility that up to 33% of the net assets of the Queen of Green IPO may be invested in one single ISD Project, risks can arise which far exceed the conventional level, and which, under certain circumstances, can lead to a total loss of the value of the Queen of Green IPO thus invested. Liquidity of Investments The Queen of Green IPO is permitted to invest up to 100% of its net assets in unlisted securities, and such securities are by definition restricted in their liquidity. Where there is a high level of redemption of Queen of Green IPO ‗B‘ stock, this can mean that those securities are only saleable over a lengthy period of time, and then only at a significantly lower price, or even unsalable for a considerable period. When heavy sales are triggered in this way, this fact can have a massive impact on the net asset value of the Queen of Green IPO, and can also lead to a situation, where Queen of Green IPO stock holders, who wish to redeem their ‗B‘ stock, can obtain no payment for them for a considerable period of time. The valuability and transparency of Investments The Queen of Green IPO may invest up to 100% of its net assets in unlisted securities for which no market price is obtainable through official data providers. The valuation of unlisted investments (equities and rights thereto) is under-taken essentially on the basis of audited quarterly and annual reports and accounts, and thus does not necessarily reflect the true value of the investment. Information available on such corporations is not comparable in quality with that obtainable on market-quoted securities, or on securities otherwise traded on regulated financial markets, and this can thus result in a lack of transparency and information concerning such Investments. Changes in the accounting regulations of various countries could lead to unexpected and extremely high fluctuations in the net asset value of the Queen of Green IPO. Transfer risk The possibility of the Queen of Green IPO being able to invest up to 95% of its net assets in unlisted securities, whose places of domicile may not respect the usual standards of securities trading, can lead to massive uncertainty in the transfer of securities and/or their equivalent values, which in turn can result in a total loss of the assets of the Queen of Green IPO thus invested. The debiting of charges and conflicts of interest The Queen of Green IPO has the possibility of investing up to 33% of its net assets in one single ISD Project. Such investment can, under certain circumstances be directly or indirectly dominated or influenced by the Queen of Green IPO manager. Furthermore, the Queen of Green IPO manager may have other associations with the corporation in question. It is possible that the Queen of Green IPO Manager may receive remuneration, commissions, management fees or other payments, both from the Queen of Green IPO and from the corporation in which he is investing. Such situations can, under certain circumstances, lead to conflicts of interest.

General risks In addition to the specific risks associated with the Queen of Green IPO, the Investments made by the Queen of Green IPO may be subject to general risks. All Investments in investment enterprises involve risks. The risks may include or be associated with, among others, stock- and bond-markets risks, foreign-exchange risks,
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interest-rate risks, volatility risks and political risks. Each of the foregoing risks can occur in conjunction with other risks. In this section, some of these risks will be explained in a little more detail. However, it is important to be aware that this does not represent an exhaustive listing of all possible risks. The trend in the value of the Queen of Green IPO ‗B‘ stock is dependent on the investment policy as well as on the market price-trend of the individual investments made by the Queen of Green IPO, and cannot be determined in advance. In this connection, attention is drawn to the fact that the value of the Queen of Green IPO ‗B‘ stock can raise or fall at any time in relation to the issue price. No guarantee can be given that the investor will recover his invested capital. Potential Investors should be fully aware of the risks associated with an Investment in the „B‟ stock of the Queen of Green IPO. They should only make an Investment decision after taking comprehensive advice from their legal, fiscal and financial consultants or other experts concerning the suitability of an Investment in Queen of Green IPO „B‟ stock, taking account of their personal financial and fiscal circumstances, other circumstances, the information contained In this Prospectus and the investment policy of the Queen of Green IPO. Derivative Financial Instruments The Queen of Green IPO may employ derivative financial instruments. These may be used not only for hedging purposes, but also as an element of the investment strategy. The employment of derivative financial Instruments for hedging purposes can alter the general risk profile through correspondingly lower opportunities and risks. The employment of derivative financial Instruments for investment purposes can affect the general risk profile through additional opportunities and risks. Derivative financial instruments also contain an inherent risk that a loss can be suffered by the Queen of Green IPO, when another party participating in the derivative financial instrument (usually, a counterparty) falls to meet its liabilities. This form of risk is particularly high with warrants, over-the-counter (OTC) - options and futures business, structured products, exotic options, etc... Domicile risk In regard to most foreign Queen of Green IPOs in which the Queen of Green IPO invests, no sales permit can be granted in the Germany due to the lack of any corresponding financial services supervision in the country of domicile. Issuer risk (creditworthiness risk) Deterioration in the solvency or even the bankruptcy of an issuer can mean at least a partial loss of assets. Profit-sharing risk The profit--dependent remuneration of asset managers and/or investment consultants can create an incentive to enter into excessively risky and/or speculative Investments. In addition, those asset managers and investment consultants often invest their own money in the Queen of Green IPO assets in question, a fact which can lead to potential conflicts of interest.

Counterparty risk The risk consists of a threat to the completion of business contracted for the account of the Queen of Green IPO assets by reason of the liquidity difficulties or bankruptcy of the counterparty in question.

Money-value risk Inflation can diminish the value of the investments of the Queen of Green IPO assets. The purchasing power
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of the invested capital falls when the rate of inflation is higher than the rate of earnings generated by the investments. Size risk There is a risk that the Queen of Green IPO is either too small to ensure any meaningful spread of risk at justifiable transaction charges, or so large that it forfeits its freedom of action, since the transactions it initiates in the markets lead to sharp price- fluctuations, or remove any sensible investment opportunities. Leverage risk The Queen of Green IPO has the opportunity to raise performance through the employment of derivative financial Instruments and by introduction of external capital. It should be observed that leverage only has a positive effect when the additionally generated earnings are greater than the cost of the external financing, otherwise the leverage will have a negative effect and any losses will be magnified. Economic cycle risk This is the risk of market price losses being incurred by investment decisions taken without regard or with insufficient regard to the economic climate, and as a result, investments in projects are made at the wrong time, or projects are delayed during an unfavorable phase in the economic cycle. Country risk Investments in countries that are politically unstable are subject to particular risks. Such risks can lead rapidly to large market price fluctuations, and include for example, exchange control restrictions, transfer risks, moratoriums or embargos. Liquidity risk In the case of the securities of smaller companies (second-tier stocks and shares), there is a risk that the securities market may be in an illiquid phase. This can result in the stock not being traded at the desired point in time, and/or not in the required volume and/or not at the anticipated price. Market risk (price risk) This represents a general risk associated with all investments, whereby the value of a certain investment may change contrary to the interests of the Queen of Green IPO. Political risk The risk that the investments in the Queen of Green IPO suffer a decline in value or become blocked by reason of war, civil war, military Invasion, confiscation, capital transfer restrictions or any other circumstances. Psychological market risk Sentiment, opinion and rumor can cause significant falls in prices, even though the profitability and the future outlook of the companies invested in have not essentially changed. The psychological market risk has a particular effect upon stock and shares. As Queen of Green represents poor children, women and youth we are often targeted by ‗Economic Terrorists‘ who smear, libel and slander the founder. Some attacks are motivated by ignorance, racism, sexism, politics, fear or jealousy. This has been occurring for over 10 years. Test cases on internet slander and cyber bullying are now being won and social sites like Facebook and Linkedin are responding fast to protect their members. Google is a machine that links any data, however, it needs to improve its response. Queen of Green now has a dedicated person tracking and responding in real-time to cyber bullies and attacks.
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Settlement risk This is the risk of a loss to the Queen of Green IPO when a properly concluded transaction is not honored as expected, because counterparty fails to pay or to deliver, or when losses arise in the operational area in the processing of a transaction. Fiscal risk The purchasing, holding or selling of Queen of Green IPO investments may be subject to statutory fiscal requirements (e.g. tax deducted at source) outside of the domicile country of the Queen of Green IPO. Entrepreneurial risk Investments in stocks and shares represent a direct participation in the economic success and/or failure of a business. In extreme cases — where bankruptcy occurs — the entire investment in question can be lost. Foreign-exchange risk Where the Queen of Green IPO holds assets denominated in foreign currencies, these investments are exposed to direct currency risks, unless foreign exchange positions are appropriately hedged. Falling foreign exchange rates lead to a diminution in the value of investments held in foreign currencies. Conversely, the foreign exchange market provides opportunities for making profits. Alongside the direct foreign exchange risks, there are also indirect ones. Internationally active companies are dependent, to a greater or lesser extent, on the movement in foreign exchange rates, which can have an indirect impact on the trend in the prices of investments. Interest-rate change risk When the Queen of Green IPO invests in fixed-interest securities, it is exposed to the risk of a change in interest rates. If the market level rises, then the price of the fixed-interest security invested in by the Queen of Green IPO can drop considerably. This applies to a greater extent if the assets of the Queen of Green IPO include fixed-interest securities with long maturities and low nominal interest return.

6. Investment Principles
Investment objective and Investment policy The Queen of Green IPO pursues, as its investment objective, the most stable and thus most sustainable possible growth in value. In doing so, the Queen of Green IPO concentrates essentially on ethical ecological investments in the area of green communities, green technologies inc. renewable energy: solar energy (photovoltaic), wind energy and biomass (e.g. wood and slurry) and green micro-enterprises. Investments in renewable energy are long-term investments. For this reason, the Queen of Green IPO management strives as far as possible for optimum diversification with regard to the type of renewable energy, technology and location. An Optimum investment structure of the Queen of Green IPO assets can only be achieved if there is sufficient diversification both economically and in real terms. Investment in green technologies can either be made by direct Investment or via suitable investment Queen of Green IPOs. The Queen of Green IPO can retain liquid funds for a considerable period, should the market provide no investments that meet the quality criteria of the Queen of Green IPO. A smaller proportion of the Queen of Green IPO's resources may be used to purchase stocks and shares and/or other securities in companies that are active in the area of renewable energy. 200 million poor will benefit in 70 countries. The selection of locations for green communities is Africa and India. Green technologies for UAE, Turkey, Mexico, Washington DC, Bulgaria. Green micro-enterprises for KSA, Oman, Pakistan and MENA.
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Investment style and Investment strategy The assets of the Queen of Green IPO can be invested in all types of investment instruments offered on the capital market and the money market. Investments in renewable energy technologies are made as a rule through holding companies, which are not traded on a publicly accessible stock exchange. The Queen of Green IPO generally holds a majority stake in such companies. The investment style of the Queen of Green IPO is the so-called 'buy and hold' strategy. This means that investments are normally held for a fairly long period of time. The intended forecast target yield over the entire duration per investment is an IRR (Internal Rate of Return) of at least 5% per annum. Accounting currency The currency in which the performance and the net asset value of the Queen of Green IPO are calculated is the accounting currency. The accounting currency is indicated in Section: 1 of the 'Key Data' of the Queen of Green IPO. Profile of a typical Investor The Queen of Green IPO is only suitable for qualified investors with a long-term investment horizon of at least ten years. This type of investor seeks to benefit from an attractive long-term ratio of yield to risk. Permitted investments The following investments are approved for this Queen of Green IPO: e) Securities, book-entry securities and money market instruments, which are traded on a stock exchange, on another regulated market accessible to the public, or for which a price is regularly available.
f) Securities from new issues, provided that these are intended for trading on a stock exchange, or on

another regulated market accessible to the public, and which will be admitted for trading within no longer than one year.
g) Equity paper and equity rights, which are not quoted on a stock exchange (private equity). h) Debt securities and rights, which are not quoted on a securities exchange. i) Sight deposits or term-deposits with a maximum duration of twelve months with banking

institutions, whose head office is in a member state of the European Economic Area, or in another state, if such institutions are subject to a financial supervisory authority of equal competence to that of Germany.
j) Money-market instruments, which are not traded on a regulated market, which are liquid and

whose value can be determined at any time.
k) The stock of other investment enterprises; and these may also be the stock of other investment

enterprises managed by the same management company.
l) Investments in all freely convertible currencies as spot or futures business. m) Alternative investment instruments, e.g., hedge funds, private equity funds, etc...

Investment restrictions The following investment restrictions apply to this Queen of Green IPO:
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a) The Queen of Green IPO may invest up to 33% of its net Queen of Green IPO assets directly in one single ISD project. b) The Queen of Green IPO may invest up to 95% of its net Queen of Green IPO assets directly in unlisted investments c) The Queen of Green IPO may invest up to approx. 67% of its net asset value (NAV) in derivatives (calland put options) based on one single security (issuer) (at the time of acquisition). d) The Queen of Green IPO may hold up to 100% of its net asset value in liquid resources. e) The Queen of Green IPO may invest up to 100% of its net asset value in other investment companies that are managed by this present Queen of Green IPO management company. In addition, the following investment restrictions also apply to the Queen of Green IPO: The Queen of Green IPO may only take up short-term conventional banking overdraft facilities, which are normally less than 10% of the net asset value. Apart from this, the Queen of Green IPO does not take up or grant any loans for the management of the investment assets or operational assets. The necessary agreements have been concluded between the investment enterprise and the depositary bank. The investment company may charge to the investment company the tangible assets and rights associated with the investment assets, exclusively within the scope of the investment regulations for the approved taking up of credit and for transactions with derivative financial instruments. In addition, attention is hereby drawn to Queen of Green IPO specific risks under Section: 5. Impermissible Investments: a) short selling
b) repurchase agreements c) securities lending

7. Investment - Instruments and techniques
The taking-up and granting of credit a) The Queen of Green IPO may not grant credit. Securities lending is not deemed to be the granting of credit. b) The Queen of Green IPO may take up fixed-term loans for the purpose of conventional short-term banking transactions, which are normally less than 10% of its net asset value. c) The tangible assets and rights associated with Queen of Green IPO assets may only be pledged against permitted credit facilities and for transactions with derivative financial instruments. Derivative financial Instruments The Queen of Green IPO may employ derivative financial instruments for the purposes of efficient management, provided the investment restrictions are observed and the Queen of Green IPO does not thereby diverge from its investment objectives through such transactions. This shall also apply when a security or a money-market instrument is embedded in a derivative financial instrument. Index- based derivative financial instruments will be regarded as a single unit.
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The individual Index components will not be taken into consideration. Securities lending The Queen of Green IPO management company does not carry out any securities lending.

Repurchase agreements Repurchase agreements are not permitted. Liquid resources The Queen of Green IPO may hold liquid resources on an ongoing and unrestricted basis.

8. Duration, liquidation and restructuring of the Queen of Green IPO
Duration The Queen of Green IPO has been established for an indeterminate duration. Liquidation The Queen of Green IPO is to be compulsorily wound-up and liquidated in the cases foreseen under statute law. In addition, the Queen of Green IPO management company is entitled to liquidate the Queen of Green IPO at any time. The resolution for liquidation will be published in the official gazette and communicated. As from the date of the resolution to liquidate the Queen of Green IPO, no more ‗B‘ stock will be issued or redeemed. When liquidating the Queen of Green IPO, the Queen of Green IPO management company may liquidate the assets of the Queen of Green IPO with immediate effect. The Queen of Green IPO management company is entitled to require the depositary bank to distribute the net liquidation proceeds to the investors alter deducting and the costs of liquidation. The distribution of the net assets may only proceed after approval is received from the responsible financial services supervisory authority. In all other respects, the liquidation of the Queen of Green IPO is to proceed in accordance with the laws of England and Wales. Restructuring By resolution of the Queen of Green IPO management company, with the approval of the depositary bank and in compliance with the rules set out below, the Queen of Green IPO may be merged, split, or converted into a different legal form, or its assets may be transferred to another Queen of Green IPO. The conversion of the Queen of Green IPO into another legal corporate form, as well as the transfer of the assets of the Queen of Green IPO to another Queen of Green IPO, require the consent of the appropriate authorities in the jurisdiction. The Queen of Green IPO management company may merge the Queen of Green IPO with another by transferring the assets and the liabilities of the Queen of Green IPO into the acquiring Queen of Green IPO, at the time of the merger. At the time of the merger, the investors of the Queen of Green IPO being taken over will receive ‗B‘ stock of the acquiring Queen of Green IPO in accordance with a predetermined fixed exchange ratio, and the acquired Queen of Green IPO will then be liquidated without formal winding up proceedings. Authorities can grant deferment for the redemption of ‗B‘ stock if a merger takes more than one day to complete. The Queen of Green IPO management company then reports to the authorities on the formal completion of the merger. The external financial auditors will then confirm completion to the authorities. . Furthermore, the Queen of Green IPO may only be merged in accordance with statutory requirements and the prerequisites laid down by the authorities if:
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a) the complete prospectuses of the acquired Queen of Green IPO and the acquiring Queen of Green IPO do not essentially differ as regards their investment policy, and there is no material divergence between the costs charged to the respective Queen of Green IPOs; b) the acquired Queen of Green IPO and the acquiring Queen of Green IPO are valued on the same valuation basis at the time of the merger, and if the exchange ratio is calculated and the assets and liabilities are taken over; c) the investors are granted the opportunity to redeem their ‗B‘ stock within a reasonable period of time; and d) No direct costs are incurred by the investors and the Queen of Green IPO by reason of the unification. Subject to appropriate compliance with the foregoing paragraphs a) to d) inclusive, the Queen of Green IPO management company is additionally entitled to split and/or transfer the Queen of Green IPO.

9. Applicable law, place of jurisdiction and definitive language
The Queen of Green IPO is subject to the laws of England, Wales and Germany. The exclusive place of jurisdiction is Frankfurt, Germany. The English-language version of the Prospectus and the contractual terms and conditions are definitive. This present Prospectus comes into force an 20th June 2012. Queen of Green, 20th June 2012 Queen of Green The Depositary Bank

____________________________ __________________________ . Application Form for Fund Managers („B‟ shares) We wish to become a member of Queen of Green in accordance with the rules and Apply for shares to the value of: $1 billion $5billion $25 billion $50 billion Other - $______ Applicant Details Organization name Contact Name Organization Address Telephone E-Mail* * To minimize costs e-mail will be the primary means of communication between the Directors and the investors - we cannot accept applications without a valid e-mail address

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