Crescent NV — Proxy Solicitation & Information Statement 2011

Apr 1, 2011

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OPTION

PUBLIC LIMITED LIABILITY COMPANY GASTON GEENSLAAN 14 3001 HEVERLEE

VAT BE 0429.375.448 RLE LEUVEN

ORDINARY GENERAL MEETING OF SHAREHOLDERS

The Board of Directors is honoured to invite the shareholders to the annual general shareholders' meeting, which will take place on Friday 29 April 2011 at 10.00 a.m. at the registered offices of the Company at Gaston Geenslaan 14, 3001 Leuven (Heverlee) with the following agenda containing proposals of decision:

• 1. Presentation and acknowledgement of the annual report of the Board of Directors for the financial year ended on 31 December 2010.
• 1. Presentation and acknowledgement of the reports of the statutory auditor for the financial year ended on 31 December 2010.
• 1. Presentation of the consolidated annual accounts and consolidated reports for the financial year ended on 31 December 2010.
• 1. Approval of the annual statutory accounts for the financial year ended on 31 December 2010 and allocation of results.
• Proposal of decision: The general meeting of shareholders approves the annual accounts for the financial year ended on 31 December 2010, including the allocation of the results (loss) proposed by the Board of Directors, i.e. to allocate the losses as loss to be carried forward to the next financial year.
• 1. Release of liability of the directors.
• Proposal of decision: The general meeting of shareholders decides, by separate vote, to release the directors from liability for the performance of their duties in the course of the financial year ended on 31 December 2010. This release also includes the directors which resigned in the course of the financial year 2010 i.e. BVBA Visinnova, represented by Mr. Patrick De Smedt (as per 15 March 2010); Mr. Jan Loeber (as per 30 April 2010); and Mr. Arnoud De Meyer (as per 17 September 2010).
• 1. Release of liability of the statutory auditor.
• Proposal of decision: The general meeting of shareholders decides, by separate vote, to release the statutory auditor from liability for the performance of his duties in the course of the financial year ended on 31 December 2010.
• 1. Appointment of director.
• Proposal of decision: The general meeting of shareholders resolves to appoint BVBA FVDH Beheer, having its registered office at Kommandant Lothairelaan 53/55, 1040 Etterbeek, having as permanent representative Mr. Francis Vanderhoydonck, which was co‐opted pursuant to Article 519 of the Companies' Code by the Board of Directors of 01.12.2010, as independent director of the Company. The appointment of BVBA FVDH Beheer enters into force as of 1 January 2011 and shall expire after the general meeting that will be invited to approve the annual accounts relating to financial year 2014. The mandate of the directors is remunerated.

Information to the shareholders regarding the proposed director:

Mr. Francis Vanderhoydonck, acting through his management company FVDH Beheer BVBA, is a Master at Law, a Master in Economics and has a Master's degree in Business Administration from New York University. From 1986 up to1989 he worked at the 'Generale Bank'. He occupied

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multiple positions at the 'Corporate & Investment Banking' department. From 1995 up to 1998 he was responsible for this activity. At present, he is active for Maple Finance Group, specialized in the management of private equity funds and corporate finance. At the same time he is director of various companies.

1. Remuneration of directors.

Proposal of decision: The general meeting of shareholders confirms the remuneration for the directors of the Company as previously determined by the extraordinary general meeting of shareholders dated 26 August 2008. The general meeting of shareholders further resolves, pursuant to the advice of the Remuneration Committee dated 18 May 2010 and the Board of Directors dated 26 May 2010, to grant an additional compensation to (i) the Chairman of the Board of Directors of 18,750 EUR per year, and (ii) the Chairman of the Audit Committee of 5,000 EUR per year. Both additional compensations are granted as of the financial year 2010; they will be paid out together with the ordinary director fees and such on a quarterly basis.

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In order to be admitted to the general meeting, the holders of securities issued by the Company have to comply with the provisions of Articles 29 and 30 of the Company's articles of association, as well as Article 536 of the Companies' Code.

The owners of registered shares have to inform the Company of their intention to participate in the meeting by ordinary letter addressed to the Company's registered office at the latest five (5) working days prior to the general meeting. In order to be admitted to the general meeting of shareholders, the owners of dematerialized shares have to provide proof of the deposit– at the latest on the fifth (5th) working day prior to the meeting – via an affidavit prepared by a recognized account holder or by the clearing house itself, confirming the unavailability of the dematerialized shares up to the date of the meeting. The deposit of this affidavit will have to be done at the registered office of the Company.

The shareholders can cast their votes by proxy or in writing, by using the forms drawn up by the Company which can be obtained free of charge at the Company's registered office. These forms will also be timely available on the Company's website www.option.com. The proxies have to be deposited at the Company's registered office at least five (5) working days prior to the meeting. The owners of dematerialized shares who want to cast their votes by proxy or in writing will, in addition to the duly completed proxy form, also have to provide evidence of the fact that they have complied with the above mentioned deposit formalities. In order to be valid, the vote in writing has to be made by registered letter against acknowledgement of receipt to the registered office of the Company at least six (6) working days prior to the date of the meeting (the post stamp serving as evidence) and containing the following elements:

• (i) full and precise identification of the shareholder and of the number of shares with which he participates in the voting;
• (ii) the complete agenda;
• (iii) the proposals of decision and the voting intentions of the shareholder (for, against, abstention). The shareholder is allowed to clarify or motivate his voting intentions.

The holders of warrants have to inform the Company of their intention to participate in the meeting by ordinary letter to the Company's registered office at the latest five (5) working days prior to the general meeting.

The Board of Directors