Quest for Growth NV — AGM Information 2014

Feb 18, 2014

Quest for growth Privak, public investment company with fixed capital established under Belgian Law

NOTICE CONCERNING THE GENERAL ANNUAL MEETING MESSAGE TO THE SHAREHOLDERS

The Board of Directors of Quest for Growth is pleased to invite its shareholders to attend the annual general meeting on Thursday 20 March 2014 at 11:00 a.m. The meeting will take place at the registered office of the company "Jonge St. Jacob", Lei 19 in 3000 Leuven, Belgium.

Agenda:

• 1. Presentation of the Report of the Board of Directors for the fiscal year closed on 31 December 2013;
• 1. Presentation of the Report of the Statutory Auditor for the fiscal year closed on 31December 2013;
• 1. Approval of the annual accounts with regard to the financial year closed on 31 December 2013, including the allocation of the results;

Motion for a resolution:

The Board of Directors proposes the shareholders to approve the annual accounts with regard to the financial year closed on 31 December 2013, including the following allocation of the results:

Distributable profits for the
financial year:	€ 14,872,236
Transfers from reserves:	€ 656,423
Return on capital:	€ 15,440,141

Profit to be carried forward: € 88,518

1. Discharge to the Directors and Auditor; Motion for a resolution:

The Board of Directors proposes the shareholders to grant a discharge, by separate vote, the Directors and the Statutory Auditor in respect of their duties for the past year;

1. Discharge and Appointment of Directors;

The mandates of all Directors end immediately after the General Meeting of 20 March 2014.

Motion for a resolution:

• 1. Appointment of ADP Vision BVBA, represented by Mr Anton De Proft - subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of the common shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of Auxilium Keerbergen BVBA, represented by Mr Frans Theeuwes,-subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of the common shares for a period of one year, ending immediately after the annual general meeting of March 2015.
• 1. Appointment of René Avonts BVBA, represented by Mr René Avonts - subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of the common shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of Axxis BVBA, represented by Mr Philippe de Vicq de Cumptich - subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of the common shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of Baron Bernard de Gerlache de Gomery,-subject to approval by the Financial Services and Markets Authority - as director upon the proposal of holders of the common shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of Gengest BVBA, represented by Mr Rudi Mariën -subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of the common shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of Regine Slagmulder BVBA, represented by Mss Regine Slagmulder - subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of the common shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of Euro Invest Management NV, represented by Mr Philippe Haspeslagh - subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of class A shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of Dr Jos B. Peeters subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of class A shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of De Meiboom NV, represented by Mr Edward Claeys, - subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of class B shares for a period of one year, ending immediately after the annual general meeting of March 2015.
• 1. Appointment of Mr Bart Fransis subject to approval by the Financial Services and Markets Authority - as director upon the proposal of the holders of class B shares for a period of three years, ending immediately after the annual general meeting of March 2017.
• 1. Appointment of Pamica NV, represented by Mr Michel Akkermans - subject to approval by the Financial Services and Markets Authority as director upon the proposal of the holders of class B shares for a period of three years, ending immediately after the annual general meeting of March 2017.

6. Granting of formalities Proposed resolution:

The General Meeting grants a special power of attorney to Capricorn Venture Partners NV, Lei 19, box 1, 3000 Leuven, asto their employees, their representatives and proxy holders, with the right ofsubstitution, in order to fulfil of any formalities at a company office in order to ensure the update of the information at the Crossroads Bank of Enterprises;

1. Any other business

Registration and participation

The board of directors wishes to draw attention to the fact that, in order to participate and vote in the ordinary general meeting, shareholders must satisfy the two conditions set out in points A and B, namely:

A. Their shares must be registered in their name by midnight, 6 March 2014 (Belgian time) (= «registration date»).

For dematerialized shares: the shares will be registered in the name of the shareholder, on the "registration date", in the accounts of the account holder or a clearing body, without any action being required on the part of the shareholder.

For registered shares: the shares will be registered in the name of the shareholder, on the "registration date", in the company's register of shareholders, without any action being required on the part of the shareholder.

Bearer shares that were not turned into dematerialized shares or registered shares on 1 January 2014 are suspended by law and have no voting rights nor dividend rights. The holders of bearershares can turn their shares into dematerialized shares or into registered shares at a financial institution of their choice or at the company.

B. They must give notification of their wish to participate in the general meeting and of the number of shares they wish to represent in the voting.

This notification and (where applicable) the ad hoc certificate must be submitted to the company via Belfius Bank, by e-mail (mpauwels@questforgrowth.com), by post (to the attention of Marc Pauwels – Quest for Growth –Lei 19 bus 3 3000 Leuven, Belgium) or by fax (+32 16 28 41 29). It must reach Belfius Bank Belgium or Quest for Growth by Friday 14 March 2014 at the latest.

Holders of dematerialized shares will receive a certificate from the authorized account holder or a clearing body, stating the number of dematerialized shares registered in the name of the shareholder on the "registration date". They are asked to instruct their financial institution to directly inform Belfius Bank, within the deadline mentioned above, about their wish to participate in the general meeting and the number of shares they wish to represent in the voting.

Holders of registered shares are asked to inform the company in writing (Quest for Growth – attention of Marc Pauwels – Lei 19 bus 3 3000 Leuven, Belgium – mpauwels@questforgrowth.com - fax +32 16 28 41 29), within the deadline mentioned above, about the number of shares they wish to represent in the voting during the general meeting.

The company insists that these formalities are free of charge for the shareholders.

Proxies

Under Article 32 of Quest for Growth's Articles of Association, shareholders may designate another person as their proxy by post, e-mail or fax. If you arrange to be represented by a third party, please complete and sign the proxy forms available on our website (www.questforgrowth.com).

A copy of the proxy form must be provided to Quest for Growth by no later than Friday 14 March 2014 (Quest for Growth – attention of Marc Pauwels – Lei 19 bus 3 3000 Leuven, Belgium – mpauwels@questforgrowth. com - fax +32 16 28 41 29). Please give the signed originals to your proxy. He/she will be required to present them to company representatives on the day of the meeting in order to be admitted.

Natural persons attending the meeting in their capacity as shareholders, proxies or representatives of a legal person must be able to show proof of their identity in order to be admitted to the meeting. Representatives of legal persons must prove their capacity of representative or special proxy.

Questions

Shareholders who have validly given notification of their participation in the general meeting by post, e-mail or fax, may submit questions both orally (during the meeting) or in writing prior to the meeting. Written questions have to be submitted at the latest on Friday 14 March 2014, in paper form – at the registered office of the company – or electronically (mpauwels@questforgrowth.com). Only the written questions raised by the shareholders who meet the requirements to be admitted to the General Meeting, and who have thus proved to have the capacity of shareholder on the date of registration, will be answered during the meeting.

Request for items to be added to the agenda

One or more shareholders representing together at least 3% of the capital of the company may, at the latest on the twenty second day before the date of the annual general meeting (at the latest on 26 February 2014), request for items to be added to the agenda of the General Annual Meeting and submit resolution proposals in relation to existing agenda items provided that they prove holding of such shareholding as at the date of their request. Questions or proposals may be sent in paper form (Quest for Growth – for the attention of Marc Pauwels – Lei 19 box 3, 3000 Leuven) or by electronically (mpauwels@questforgrowth.com). Receipt will be confirmed by the Company within 48 hours.

Revised agenda

If shareholders, who are entitled to do so, request for items or resolution proposals to be added to the agenda, the company shall publish a revised agenda at the latest on 4 March 2014 on the website of the Company (www.questforgrowth.com).

All useful information and documents to be submitted are available on the website of the Company: www.questforgrowth.com

In order to be able to start punctually with the meeting, we kindly request our shareholders to be present at the very latest one quarter of an hour before the start of the meeting.

The Board of Directors

QUEST FOR GROWTH NV

Privak, public investment company with fixed capital established under Belgian Law Lei 19, box 3 B-3000 Leuven - Phone: +32 (0)16 28 41 28 - Fax: +32 (0)16 28 41 29 www.questforgrowth.com - quest@questforgrowth.com