2VALORISE

Proxy Solicitation & Information Statement • May 30, 2013

Unofficial English translation – for information purposes only

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

PROXY

extraordinary general shareholders' meeting to be held on Tuesday, June 18, 2013 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 extraordinary 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 Filip Lesaffer) or by e-mail (filip.lesaffer@4energyinvest.com) on or before the sixth calendar day prior to the meeting, i.e. by Wednesday, June 12, 2013 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 extraordinary shareholders' meeting.

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:

Number of shares ………………..

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 extraordinary general shareholders' meeting of 4Energy Invest NV to be held on Tuesday June 18, 2013 at 10.00 a.m at the registered office of 4Energy Invest NV.

EXTRAORDINARY GENERAL MEETING

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

• 1. Submission of special reports
• (a) Submission of the special report of the board of directors in accordance with article 604 of the Belgian Company Code in relation to the proposal to renew the powers of the board of directors under the authorized capital of the company.
• (b) Submission of the special report of the board of directors in accordance with article 633 of the Belgian Company Code in relation to the proposal of the board of directors to continue the activities of the company and not to dissolve the company.
• 1. Renewal of the powers of the board of directors under the authorized capital

The board of directors proposes to renew the powers under the authorized capital. See also the report referred to in item 1.(a) of the agenda of the extraordinary general shareholders' meeting.

Proposed resolution: The general shareholders' meeting resolves to renew the powers of the board of directors within the framework of the authorized capital as follows (whereby the amount and date referred to in the sub-sections between square brackets shall be determined at the time of the approval of the proposed resolution in accordance with the proposal set out in such sub-sections):

(a) The board of directors shall be authorized to increase the capital of the company on one or several occasions by a maximum amount of the amount of the share capital as at the time of the approval of the present resolution. This authorization shall be valid for a period of five years as from the date of publication in the annexes to the Belgian State Gazette of an extract of the minutes of the

Unofficial English translation – for information purposes only

extraordinary shareholders' meeting granting the authorization, and shall otherwise have the terms and conditions as currently set out in article 6 of the company's articles of association (taking into account that paragraph (d) of article 6.2 of the company's articles of association will be deleted).

(b) In view of the provisions of paragraph (a), the first paragraph of article 6.1 of the articles of association shall be amended and restated as follows:

"By decision of the extraordinary general shareholders' meeting of [18 June 2013], the board of directors was explicitly authorized to increase the capital of the company on one or several occasions by a maximum amount of [€ 13.855.484]."

(c) Since the powers of the board of directors referred to in paragraph (d) of article 6.2 are no longer in force, deletion of paragraph (d) of article 6.2 of the articles of association and renumbering of paragraph (e) of article 6.2 of the company's articles of association.

Voting instruction:

		
I AGREE	I DO NOT AGREE	ABSTENTION

1. Proposal for continuation of the activities of the company

The board of directors proposes to continue the activities of the company and not to dissolve the company. See also the report referred to in item 1.(b) of the agenda of the extraordinary general shareholders' meeting.

Proposed resolution: The general shareholders' meeting resolves not to dissolve the company, but to continue the activity of the company.

Voting instruction:

		
I AGREE	I DO NOT AGREE	ABSTENTION

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

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

IV. 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 ……………………………………2013

Signature……………………………