2VALORISE

Proxy Solicitation & Information Statement • Apr 24, 2012

Limited liability company (naamloze vennootschap) Paepsem Business Park, Boulevard Paepsem 20 – B-1070 Brussels, Belgium VAT BE 0876.488.436 (Brussels)

PROXY

annual general shareholders' meeting to be held on Thursday, May 24, 2012 at 10.00 a.m.

This is an unofficial English translation, for information purposes only. Please only sign and return the original Dutch version

This proxy should be used by shareholders who want to be represented by a proxy holder at the meeting.

This proxy does not constitute a proxy solicitation in the sense of Article 548 or 549 of the Belgian Company Code and must reach the company's registered office by mail (Attention Nico Terry, Company Secretary) or by e-mail (nico.terry@4energyinvest.com) on or before the sixth calendar day prior to the meeting, i.e. by Friday, May 18, 2012 at the latest.

The proxy must be signed in writing or electronically. In the event an electronic signature is used, it must be an electronic signature that complies with the conditions set out in article 1322, paragraph 2 of the Belgian Civil Code or with other applicable legislation.

The shareholder who wishes to be represented by proxy must comply with the conditions of admission as described in the notice convening the general meeting.

In case additional agenda items are put on the agenda or in case new draft resolutions are tabled, the company will publish an amended agenda with, as the case may be, additional agenda items and additional draft resolutions. This will be done no later than the fifteenth calendar day prior to the annual general shareholders' meeting, i.e. on or before Wednesday May 9, 2012 at the latest. At that time, the company will also make available amended forms for votes by proxy. Proxies that reach the company prior to the publication of an amended agenda remain valid for the items to which the proxies apply, subject, however, to applicable law and the further clarifications set out in this form.

The undersigned (the "Undersigned")

First Name:	……………………………………………………………………
Family Name:	……………………………………………………………………
Address:	……………………………………………………………………
Or
Corporate name:	……………………………………………………………………
Corporate company form:	……………………………………………………………………

Registered office:	……………………………………………………………………
	……………………………………………………………………
Represented by (first name, family name and capacity):	……………………………………………………………………
	……………………………………………………………………
	……………………………………………………………………
	……………………………………………………………………

owner of the following number of shares issued by 4Energy Invest NV, a limited liability company with registered office at Paepsem Business Park, Boulevard Paepsem 20 – B-1070 Brussels, Belgium:

hereby appoints as his/her special proxy holder, with power of substitution:

Mr/Mrs …………………..………………………………………………………………,

who agrees to be so appointed, and whom the Undersigned authorizes:

I. to represent the Undersigned at the annual and extraordinary general shareholders' meeting of 4Energy Invest NV to be held on Thursday, May 24, 2012 at 10.00 a.m at the registered office of 4Energy Invest NV.

ANNUAL GENERAL MEETING

Agenda and proposed resolutions: The agenda and the proposed resolutions of the annual general meeting are as follows:

• 1. Submission of, and discussion on, the annual report of the board of directors and the report of the statutory auditor on the statutory financial statements for the fiscal year ended on December 31, 2011.
• 1. Approval of the statutory financial statements of the company for the fiscal year ended on December 31, 2011, and of the proposed allocation of the result.

Proposed resolution: The general shareholders' meeting approves the statutory financial statements for the fiscal year ended on December 31, 2011, as well as the allocation of the result as proposed by the board of directors.

Voting instructions:

I AGREE	I DO NOT AGREE	ABSTENTION
---------	----------------	------------

• 1. Submission of, and discussion on, the annual report of the board of directors and the report of the statutory auditor on the consolidated financial statements for the fiscal year ended on December 31, 2011.
• 1. Submission of the consolidated financial statements of the company for the fiscal year ended on December 31, 2011.
• 1. Submission and approval of the remuneration report

Submission and approval of the remuneration report included in the annual report of the board of directors for the fiscal year ended on December 31, 2011.

Proposed resolution: Approval of the remuneration report for the fiscal year ended on December 31, 2011.

Voting instructions:

I AGREE	I DO NOT AGREE	ABSTENTION
---------	----------------	------------

1. Discharge from liability to the directors of the company.

Proposed resolution: The general shareholders' meeting grants discharge from liability to each of the directors who were in office during the previous fiscal year, for the performance of their mandate during that fiscal year.

Voting instructions:

I AGREE	I DO NOT AGREE	ABSTENTION
---------	----------------	------------

1. Discharge from liability to the statutory auditor of the company.

Proposed resolution: The general shareholders' meeting grants discharge from liability to the statutory auditor which was in office during the previous fiscal year, for the performance of its mandate during that fiscal year.

Voting instructions:

I AGREE	I DO NOT AGREE	ABSTENTION

1. (Re-)appointment of directors of the company

Proposed resolution: The general shareholders' meeting (re-)appoints ContinuousInsight2Impact BVBA with as permanent representative Filip Lesaffer, Hamaco BVBA, with as permanent representative Henri Meyers, Enerpro SPRL with as permanent representative Yves Crits, Gerd Smeets, Enermoza BVBA with as permanent representative Guido Schockaert and Nico Terry BVBA with as permanent representative Nico Terry as directors of the company, for a term of 4 years, which will end immediately following the general shareholders' meeting to be held in 2016, which will resolve upon the financial statements for the financial year to end on December 31, 2015.

Voting instructions:

I AGREE	I DO NOT AGREE	ABSTENTION
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1. Remuneration of members of the board of directors.

Taking into account the advice of the nomination and remuneration committee, the board of directors recommends that the following resolution be approved. For further information as to the remuneration of members of the board of directors, reference is made to the remuneration report included in the annual report of the board of directors.

Proposed resolutions:

(a) The remuneration of the chairman of the board of directors is fixed at the set annual amount of €40,000. The remuneration of the other independent non-executive director of the board of directors is fixed at the set annual amount of €20,000.

These remunerations take into account the functions exercised by the independent non-executive directors within the functioning committees of the board of directors. Furthermore, the chairman of the board of directors has the right to separately charge professional costs made in the exercise of his function. The other directors will not be remunerated for their mandate as directors.

(b) By way of an exception to the foregoing, the general shareholders' meeting can decide at the time of the appointment that a specific mandate will not be remunerated.

Voting instructions:

I AGREE	I DO NOT AGREE	ABSTENTION
---------	----------------	------------

1. Re-appointment of the auditor of the company – compensation

Proposed resolution: Upon proposal of the audit committee, the general shareholders' meeting re-appoints VGD Bedrijfsrevisoren CVBA, a company organized and existing under the laws of Belgium with registered office at Greenland, Burgemeester Etienne Demunterlaan 5, 1090 Jette (Brussels), represented by Mr. Jurgen Lelie, auditor, as statutory auditor.

The term of the mandate of the statutory auditor will end immediately following the general shareholders' meeting to be held in 2015, which will resolve upon the financial statements for the financial year to end on December 31, 2014.

The annual compensation for the statutory auditor for the audit of the non-consolidated and consolidated financial statements of the company will amount €25,000 (excluding VAT and indexation, as applicable), for each of the fiscal years ending on December 31, 2012, 2013 and 2014.

Voting instructions:

I AGREE	I DO NOT AGREE	ABSTENTION

II. In case new items are included on the agenda of the meetings, the special proxy holder shall:

be entitled to vote on such items;

abstain from voting on such items

Please fill the appropriate box. In the absence of an instruction, the special proxy holder shall be entitled to vote on such items. In accordance with applicable law, in case new draft resolutions are tabled by shareholders holding 3% or more of the shares, the proxy holder shall be entitled to deviate from the instructions given by the Undersigned if the execution of such instructions could

prejudice the interests of the Undersigned. In such event the proxy holder must notify the Undersigned.

III. To represent the Undersigned at all subsequent meetings having the same agenda, if the aforementioned annual general shareholders' meeting would be postponed or suspended.

IV. In the name of and on behalf of the Undersigned, to sign all attendance lists and minutes, to participate in all deliberations, to vote with respect to all decisions or items that can be presented to said meeting.

V. In general, to do all that appears necessary and/or useful for the exercise of this proxy.

The Undersigned hereby ratifies and approves all acts carried out by the aforementioned proxy holder. The proxy holder will vote on behalf of the Undersigned in accordance with the voting instructions given above. In the absence of voting instructions given to the proxy holder with regard to the respective agenda items, or in the event that for any reason whatsoever, there is uncertainty in respect of the voting instructions given, the proxy holder will always vote "in favor" of the proposed resolution, possibly as amended at the meeting, subject to the clarifications set out in this form and applicable law.

Done at ……………………………………., on ……………………………………2012

Signature……………………………