Quest for Growth NV

Proxy Solicitation & Information Statement • Feb 25, 2025

Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law

Proxy1
The undersigned (name and first name/name of the company):
………………………………………………………………………………………………………………………………………………………… Residing at/with its registered office at: …………………………………………………………………………………………………………………………………………………………
………………………………………………………………………………………………………………………………………………………… Owner of ordinary shares of the public limited liability company "Quest for Growth" preferred shares of the public limited liability company "Quest for Growth"
(if you are not owner of the shares, please indicate your capacity2 ):
Joint Bare Usufructuary Pledgor Pledgee owner owner
hereby appoints the following person as a proxyholder3 : Last name and first name:
………………………………………………………………………………………………………………………………………………………… Address of domicile / registered office: …………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………………………

to whom he/she grants full powers to represent him/her at the ordinary general meeting of shareholders of the company, that will take place on Thursday March 27, 2025 at 11.00 AM at the "Jonge St. Jacob", Lei 19, 3000 Leuven, as well as at any meeting which could be held at a later date, due to delay or adjournment, with the same agenda.

¹ This power of attorney is not a proxy solicitation in the meaning of Articles 7:144 and 7:145 of the companies and associations.

² Pursuant to article 10 of the coordinated articles of association of the company, the exercise of voting rights attached to shares that are jointly owned should be exercised by a single person designated by all the co-owners. Where the share belongs to legal owners and usufructuaries, all rights including the voting right, shall be exercised by the usufructuary(ies). The voting rights attached to pledged shares are exercised by the owner-pledger.

³ The special proxyholder does not need to be a shareholder, but must attend the general meeting in person in order to represent the shareholder.

Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law

AGENDA:

• 1. Report of the board of directors for the financial year closed on 31 December 2024.
• 1. Report of the statutory auditor for the financial year closed on 31 December 2024.
• 1. Approval of the annual accounts with regard to the financial year closed on 31 December 2024 and allocation of the result.

Proposed resolution

The general meeting approves the annual accounts with regard to the financial year closed on 31 December 2024, as proposed by the board of directors.

The allocation of the results, as presented in the table hereunder (rounded to two decimals) are also approved:

Loss of the period 2024 available for appropriation:	€ 6,338,360.46
Transfer to loss carried forward:	€ 6,338,360.46

The total loss carried forward at the end of the fiscal year 2024 (after allocation) amounts to € -12,666,568.71

	Voting instruction:
	for	against	abstention
4.	Remuneration report
	Proposed resolution
		as presented in the Annual Report of the board of directors.	The general meeting approves the remuneration report with regard to the financial year closed on 31 December 2024,
	Voting instruction:
	for	against	abstention
5.	Discharge of directors and Statutory Auditor
	Proposed resolution:
	The General Meeting resolves, by separate vote, to grant a discharge to each director and to the Statutory Auditor in respect of their duties for the past year.
	5.1 Lieve Creten
	Voting instruction:
	for	against	abstention

Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law

5.2 Brigitte de Vet – Veithen
Voting instruction:
for	against	abstention
5.3 Philippe de Vicq de Cumptich
Voting instruction:
for	against	abstention
5.4 Jos B. Peeters
Voting instruction:
for	against	abstention
5.5 Jos Clijsters
Voting instruction:
for	against	abstention
5.6 Paul Van Dun
Voting instruction:
for	against	abstention
5.7 Véronique Léonard
Voting instruction:
for	against	abstention
5.8 Regine Slagmulder
Voting instruction:
for	against	abstention

5.9 Sabine Vermassen

Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law

	Voting instruction:
	for	against	abstention
	5.10 PwC bedrijfsrevisoren BV, represented by Mr. Gregory Joos
	Voting instruction: for	against	abstention
6.	Discharge and appointment of directors
	The mandate of Ms. Regine Slagmulder expires after the general meeting. The Board of Directors proposes to the general meeting not to fill this mandate.
	Proposed resolution:
	The general meeting decides not to fill the vacant mandate.
	Voting instruction:
	for	against	abstention

1. Appointment of the Statutory Auditor

The mandate of the BV PwC Bedrijfsrevisoren as auditor ends after the general meeting that decides on the financial statements ending December 31, 2024. The Audit Committee proposes to reappoint the Statutory Auditor for a period of three years.

Proposed resolution

Subject to approval by the FSMA, the general meeting appoints the BV PwC Bedrijfsrevisoren, with registered office at 1831 Diegem, Culliganlaan 5, as statutory auditor for a term of three years. In accordance with Article 3:60 of the Belgian Company Code, this company appoints Damien Walgrave BV, company auditor, with Damien Walgrave, also company auditor, as its permanent representative. The mandate expires after the general meeting of shareholders which must approve the financial statements as of December 31, 2027.

The remuneration for this mandate (including the work related to ESEF reporting) is €46,500 per year (plus VAT, expenses and contribution IBR) subject to annual adjustments depending on the evolution of the consumer price index or as agreed between the parties.

Voting instruction:

for against abstention

Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law

8. Power of attorney for formalities

Proposed resolution

The general meeting resolves to grant a special proxy to Mr Jelle Van de Putte, acting individually with the power of substitution, to (i) take all required actions for the publication of the resolutions of the general meeting on the items of the agenda set out in this convening notice in the Annexes to the Belgian Official Gazette (including the signing of forms I and II), to complete all administrative formalities to this end and among others to represent the Company before the Crossroads Databank of Enterprises, an "enterprise counter" chosen by the proxyholder and the Clerk of the Commercial Court and to this end to do all that is necessary, and (ii) to complete any necessary formalities at an "enterprise counter" to amend the Company's details in the Crossroads Databank of Enterprises.

Voting instruction:

for against abstention

9. Miscellaneous

When shareholders add new items to the agenda, or file new resolutions regarding existing agenda items, the proxies that have been submitted to the company before the publication of the revised agenda, will remain valid for the existing agenda items.

By way of derogation from the previous paragraph, regarding existing agenda items for which new resolution proposals have been filed, the proxyholder can, during the meeting, deviate from the instructions given by the grantor of the proxy, if carrying out these instructions could harm the interests of the grantor. The proxyholder must notify the grantor of the proxy thereof.

In case new agenda items are being added at the request of shareholders:

the proxyholder is entitled to vote on the new items added to the agenda

the proxyholder should abstain

Date: ……………………………………………

Only to be completed if the signatory is the shareholder himself (if not, see the boxes below):

Signature of the shareholder: …………………………………………………………………………………………………….

Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law

Only to be completed in case the shareholder is a legal person and the signatory is the legal representative of the shareholder:

Name of the signator(y)(ies): ……………………………………………………………………………….……………………..

Title: .…………………………………………………………………………………………………...………………………………………

who certifies being authorised to sign this power of attorney for and on behalf of the shareholder identified on page 1.

Only to be completed in case the signatory signs in the capacity of or on behalf of the proxy holder of the shareholder4:
Signature: …………………………………………………………………………………………………………………………………….
Name of the signator(y)(ies):
……………………………………………………………………………………………………………………………………………………………
If the proxyholder is a legal entity:
Name of the proxyholder-legal entity:
…………………………………………………………………………………………………………………………………………………
Title of the signator(y)(ies):
…………………………………………………………………………………………………………………………………………………

The signator(y)(ies) certif(ies)(y) being authorised to sign this proxy for and on behalf of the above-mentioned person.

The proxyholder is empowered to represent the undersigned at all meetings convened with the same agenda, to participate in all deliberations, to vote or abstain, to make all kinds of declarations, to accept or propose any amendment to the agenda, to sign all acts, minutes, attendance lists, registers and documents, to appoint a representative and in general carry out all that is necessary and useful for the execution of this proxy.

⁴ If the signatory of this proxy form is empowered to sign this form on behalf of the shareholder based on one or more underlying prox(y)(ies), the full 'chain of proxies' between the shareholder and the signatory of this form should be submitted to the company.

Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law

IMPORTANT NOTICE:

In order to be valid, a copy of the proxy form must be submitted to the Company by e-mail (legal@capricorn.be), or by post (Quest for Growth - AGM - Lei 19 box 3, 3000 Leuven) at the very latest by 12 o'clock midnight (Belgian time) on Friday March 21, 2025. The signed originals must be handed to the proxyholder, who must on the day of the meeting hand them to the representatives of the Company in order to be admitted to the meeting.

Natural persons who take part in the meeting as shareholder, proxyholder or representative of a legal person must be able to prove their identity in order to gain admittance to the meeting. The representatives of legal persons must prove their identity as representative or special proxyholder of such a person.

Shareholders are invited not to give a proxy without designation of special representative and not to give a proxy to the persons mentioned in the footnote below.5

⁵ In case you appoint one of the following persons as a proxyholder: (i) the company itself, an entity controlled by it, a shareholder controlling the company or any other entity controlled by such shareholder; (ii) a member of the board of directors, of the corporate bodies of the company, of a shareholder controlling the company or of any other controlling entity referred to under (i); (iii) an employee or a (statutory) auditor of the company, of the shareholder controlling the company or of any other controlling entity referred to under (i); (iv) a person who has a parental tie with a physical person referred to under (i) to (iii) or who is the spouse or the legal cohabitant of such person or of a relative of such person, then special rules in relation to conflicts of interest will apply. Proxy forms returned to the company without indicating a proxyholder will be considered to be addressed to the board of directors, thereby also creating a potential conflict of interests.