NOMINATION COMMITTEE CHARTER 

OF

AGENCIA COMERCIAL SPIRITS LTD

Governance Documents

The responsibilities and duties of the Nomination Committee shall include:

 

A.Composition of the Board of Directors, Evaluation, and Nomination Activities

 

 1.Reviewing the composition and size of the Board and determining the criteria for membership of the Board, including issues of character, judgment, independence, diversity, age, expertise, corporate experience, length of service, and other commitments outside the Company.

 

 2.Conducting an annual evaluation of the Board.

 3.Identifying, considering, and recommending candidates to fill new positions or vacancies on the Board, and reviewing any candidates recommended by stockholders in accordance with the bylaws. In performing these duties, the Committee shall have the authority to retain any search firm to be used to identify candidates for the Board and shall have sole authority to approve the search firm’s fees and other retention terms.

 

 4.Evaluating the performance of individual members of the Board eligible for re-election and recommending the director nominees by class for election to the Board by the stockholders at the annual meeting of stockholders.

 

 5.Evaluating director compensation, consulting with outside consultants when appropriate, and making recommendations to the Board regarding director compensation.

 

 6.Reviewing and making recommendations to the Board with respect to a Director Option Plan and any proposed amendments thereto, subject to obtaining stockholder approval of any amendments as required by law or NASDAQ Listing Rules or otherwise.

 

 7.Selection of New Directors.

Recommend to the Board criteria for Board and committee membership, which shall include a description of any specific, minimum qualifications that the Nomination Committee believes must be met by a Nomination Committee recommended nominee, and a description of any specific qualities or skills that the Nomination Committee believes are necessary for one or more of the Company’s directors to possess, and annually reassess the adequacy of such criteria and submit any proposed changes to the Board for approval.

 

a.

Establish a policy regarding the consideration of director candidates recommended by stockholders.

b.

Establish procedures to be followed by security holders in submitting recommendations for director candidates to the Nomination Committee. The current procedures to be followed by security holders are set forth below:

c.

All security holder recommendations for director candidates must be submitted to the Secretary of the Company, who will forward all recommendations to the Nomination Committee.

i.

All security holder recommendations for director candidates must be submitted to the Secretary of the Company not less than 120 calendar days prior to the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting.

ii.

All security holder recommendations for director candidates must include the following information:

iii.

The name and address of record of the security holder.

1.

A representation that the security holder is a record holder of the Company’s securities, or if the security holder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934.

2.

The name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate.

3.