Quest for Growth NV — AGM Information 2012

Nov 10, 2012

QUEST FOR GROWTH NV

Privak, closed end investment company established under Belgian Law Lei 19, box 3 B-3000 Leuven - H.R. Leuven 99856 Phone: +32 (0)16 28 41 28 Fax: +32 (0)16 28 41 29 www.questforgrowth.com quest@questforgrowth.com

BOARD OF DIRECTORS' SPECIAL REPORT TO THE EXTRAORDINARY GENERAL MEETING IN ACCORDANCE WITH ARTICLE 560 OF THE BELGIAN COMPANIES CODE

Dear shareholders.

The Board of Directors has prepared this report in accordance with article 560 of the Companies Code.

Article 560 of the Companies Code requires the Board of Directors to prepare a report for the General Meeting whenever there are different shareclasses in existence and a proposal is put forward to change the rights allocated to the respective shareclasses.

The company capital currently stands at one hundred and nine million seven hundred and eighty-four thousand seven hundred and forty-two euros and thirty-two cent (€ 109.748.742,32) and is represented by eleven million five hundred and twenty-eight thousand nine hundred and fifty (11.528.950) ordinary shares (9,458,073), seven hundred and fifty (750) A shares and two hundred and fifty (250) B shares.

The holders of the A and B shares are entitled to a preferred dividend. This preferred dividend is paid on that portion of the dividend that exceeds the amount needed to pay the shareholders overall an amountequal to the "hurdle rate". At present, the hurdle rate is set annually by adding 1.5% to the long-term interest rate. A higher hurdle rate is beneficial to holders of ordinary shares since a larger part of the dividend is attributed to them before a preferred dividend is paid out. To determine the longterm interest rate, the yield of the Bund - 10 year (Bund - 10 year - Bloomberg Code: GDBR10) was used. The Bund - 10 year is German government paper comparable to the Belgian OLO bonds and is currently regarded by the market as the benchmark for the capital market in Euroland

Every year, the board of directors establishes the reference index on the business day prior to the General Meeting and presents it to the General Meeting as the long-term interest rate for the current fiscal year. For the fiscal year 2012 the long term interest rate is 1,978%. This means that if the dividend for the fiscal year would exceed 3,478% of the benefits paid out, a preferred dividend would be paid out.

Due to recent financial market evolutions the vield of the Bund - 10 year decreased below 1.5%. This implies that unless the bylaws change, the hurlde rate will decrease below 3%.

The board of directors is of the opinion that the low hurdle rate is no longer representative for current market practices for similar financial products. Moreover, there are sufficient macro economic indicators that suggest that the German long term intrest rate will remain at relatively low levels for a sustained period of time. The board of directors is of the opinion that ordinary shareholders are entitled to 100% of the dividend paid out, up to a higher level than the current hurlde rate and proposes to replace the current variable hurdle rate by a fixed hurdle rate of 6%. This change is beneficial for the holders of ordinary shares as long as the German reference interest rate - 10 years remains below 4.5%.

The new asset management agreement between Quest for Growth and Capricorn Venture Partners, in which the intellectual and administrative management of the fund is trusted to Capricorn Venture Partners, implies that future exposure to unlisted companies will be achieved mainly (indirectly) through Capricorn Venture Funds. Since the fee structure for these funds also comprise a variable component (by means of preferred shares) the board of directors proposes to increase the treshhold of 6 % to ordinary shareholders by the profit-sharing paid to Capricorn Venture Funds

The board of directors now proposes to replace the third paragraph of article 44 of the Articles of Association,

"The owners of A and B shares profit from a preferential dividend. This preferential dividend will be paid on the part of the net profit exceeding the amount which is needed to globally pay a compensation to the shareholders, equal to interest on a risk-free investment based on a reference index (Bund – 10 years), increased with a risk premium of 1.5%, calculated on the nominal shareholders' capital as expressed in the balance sheet after the distribution of profit at the beginning of the financial year to which the dividend relates.

The reference index (Bund – 10 years – Bloomberg Code: GDBR10) is yearly determined by the Board of Directors at the date of the Annual general meeting and is communicated to that Annual general meeting. Twenty percent (20%) of this exceeding amount will be paid out to the owners of A and B shares as preferential dividend.

The remaining eighty percent (80%) will be distributed equally to all shareholders. At the occasion of a capital increase during the accounting year, the newly subscribed capital will be taken into account on a pro rata temporis basis.

by following provision:

"Holders of A and B shares enjoy a preferential dividend. This preferential dividend is paid on the part of the net profit exceeding the amount required to distribute a global allowance to the shareholders equalling a nominal amount of 6% per annum, calculated on the equity as expressed in the balance sheet after distribution of the profits at the beginning of the accounting year to which the dividend relates, to be increased, as the case may be, by an amount equalling the amount that the company would miss out on by deductions for profit participations paid in the same year by funds managed by Capricorn Venture Partners NV, of which it is a shareholder.

From the surplus amount, twenty per cent (20 %) are distributed to the holders of A and B shares, as a preferential dividend. The remaining eighty per cent (80 %) are equally divided amongst all shareholders. In case of a capital increase in the course of the year, the newly contributed capital is taken into account on a pro rata temporis basis for calculation purposes."

Leuven, 9 November 2012

For the Board of Directors