Quest for Growth NV — AGM Information 2016

Feb 26, 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, SWITZERLAND, NEW ZEALAND OR ANY OTHER COUNTRY OR JURISDICTION TO WHOM OR IN WHICH THIS WOULD BE UNLAWFUL OR TO ANY NATIONAL, RESIDENT OR CITIZEN THEREOF. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This document does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities or rights. No securities of the Company or rights relating to such securities may be offered or sold in the United States absent registration or an exemption from registration. The securities and rights described in this document will be issued and sold only in accordance with all applicable laws and regulations. Neither this document nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. This document is not an offer document or a prospectus and investors should not purchase any securities or rights referred to in this document except on the basis of information in the prospectus to be published in due course by Quest for Growth NV, subject to the approval of the capital increase by the extraordinary shareholders meeting, when approved by the Belgian Financial Services and Markets Authority in connection with the offering and admission to listing of the securities and rights on Euronext Brussels.

Quest for growth

Privak, public investment company with fixed capital pursuant to Belgian law

NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING OF QUEST FOR GROWTH (privak – public investment company with fixed capital pursuant to Belgian law – public limited liability company)

(the "Company")

NOTICE TO THE SHAREHOLDERS

As the extraordinary general meeting of 26 February 2016 did not reach the minimum required attendance quorum, the Board of Directors of Quest for Growth NV has the honour to invite you to a new extraordinary general meeting of the Company with the same agenda to be held at STUK Auditorium, Naamsestraat 96, 3000 Leuven at 12 noon on Thursday 17 March 2016, in the presence of a notary, with the agenda and proposed resolutions set out below.

resolutions set out in the agenda, irrespective of the percentage of the share capital represented at the meeting. The proposed resolutions set out in the agenda are adopted by the extraordinary general meeting with a majority of three quarters of the total number of votes present or represented.

The second extraordinary general meeting shall validly deliberate on the proposed The second extraordinary general meeting will be preceded by the annual shareholders' meeting of the Company which will be held at 11:00 a.m.

Agenda:

1. CAPITAL INCREASE

1.1. Increase of the share capital

Proposed Resolution: "The general meeting takes cognizance of the special report of the Board of Directors drawn up pursuant to Article 582 of the Companies Code.

The general meeting takes cognizance of the report of the statutory auditor drawn up pursuant to Article 582 of the Companies Code. The general meeting resolves to increase the share capital of the Company by contribution in cash by issuing maximum 3,843,316 new shares of the class of "ordinary shares" (the New Shares) without nominal value with preferential subscription rights for the existing shareholders in accordance with Articles 592 and 593 of the Companies Code (the Issue). The New Shares shall be offered and issued in accordance with the terms and conditions set out in

the following provisions, and subject to prior approval of the FSMA: 1.1.1. Subscription ratio, issue price and minimum amount

Each existing shareholder has, without prejudice to the rules of financial law applicable in certain countries, the right to subscribe to 1 New Share for each 3 shares (whether ordinary shares, class A shares, or class B shares) that he holds in the capital of the Company. The final issue price (the Issue Price) and where applicable the minimum amount of the capital increase shall be determined by the Board of Directors in consultation with the joint co-ordinators. The general meeting resolves that the New Shares may be issued below the accounting par value of the existing shares in accordance with the conditions set out in the special report pursuant to Article 582 of the Companies Code.

1.1.2. Allocation of the Issue Price

The Issue Price must be entirely paid up in cash at the time that the New Shares are issued. This date shall be determined by the Board of Directors and announced in the press. A part of the Issue Price equalling the accounting par value of the existing shares, namely (rounded) EUR 9.52, shall be allocated to the share capital of the Company, whereby, if applicable, the balance will be booked on the indistributable reserve account "Issue Premium". Such issue premium will be accounted for on the liabilities side of the Company's balance sheet under its net equity, and the account on which the issue premium will be booked will, like the share capital, serve as the guarantee for third parties and can only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in accordance with the Companies Code's provisions applicable to amendments of

the articles of association. 1.1.3 Nature and form of the New Shares

After the Issue of New Shares all (existing and new) shares shall represent the same part of the share capital of the Company. The New Shares will be of the same kind as the existing class of "ordinary shares" and will enjoy the same rights and benefits, including the same dividend rights.

The New Shares shall at the request of the subscribers be issued either as dematerialized shares or as registered shares in accordance with the modalities set out in the prospectus and the articles of association. A request for admission of the New Shares to trading in the New Shares on Euronext Brussels will be submitted.

1.1.4. Public offering of the New Shares

The New Shares will during the Subscription Period only be offered to the public in Belgium. No measure whatsoever shall be taken to offer the New Shares to the public in any country other than Belgium. In accordance with the rules of financial law applicable in certain countries, investors and existing shareholders of the Company who are located in those countries may possibly not be allowed to subscribe to the New Shares, nor be allowed to buy or transfer the preferential subscription rights, as shall also be set out in the prospectus. The existing shareholders shall be treated in accordance with the requirements set out in Article 593 of the Companies Code, where it shall nonetheless be understood that in those jurisdictions where fulfilling these requirements could give rise to a mandatory prior registration or qualification under the financial laws of those jurisdictions, adhering to these requirements will occur in the light of an exemption to or a transaction not subject to said registration requirements in those jurisdictions. The Company shall under no circumstances offer its securities to the public outside of Belgium in the framework of the Issue.

1.1.5. Prospectus

A prospectus will be drafted by the Company in accordance with the law of 16 June 2006 concerning the public offering of securities and the admission of securities to trading on a regulated market.

1.1.6. Preferential subscription rights and Registration Period The New Shares shall be offered in two tranches, A and B. Tranche A consists of the total number of New Shares, which by pref-

erence are, without prejudice to the rules of financial law applicable in certain countries, offered both to the existing shareholders and to the assignees of their preferential subscription rights incorporated by coupon no. 12. Tranche A is not reducible, which means that the number of shares which are validly subscribed to in Tranche A is fixed. The New Shares in Tranche A will be offered to the existing shareholders and their assignees during a subscription period of at least fifteen (15) calendar days (the Subscription Period), without prejudice to the rules of financial law applicable in certain countries. The start and end date of the Subscription Period shall be determined by the Board of Directors in consultation with the joint co-ordinators. The existing shares will be traded "ex rights" as from the closing of the regulated market on Euronext Brussels on the last trading day before the Subscription Period opens, by decoupling coupon n° 12. The preferential subscription rights will be tradable during the entire

Subscription Period and will be transferrable as from the start of the Subscription Period by both the existing shareholders and other investors, without prejudice to the rules of financial law applicable in certain countries referred to in item 1.1.4.. The Company will submit a request for admission of the preferential subscription rights to trade on the regulated market Euronext Brussels during the Subscription Period. Every preferential subscription right shall entitle the existing shareholders or their assignees, without prejudice to the rules of financial

law applicable in certain countries, to subscribe to a number of New Shares during the Subscription Period of which the Issue Price will be determined by the Board of Directors in consultation with the joint co-ordinators. Notwithstanding the subscription ratio, there is no minimum or maximum amount for which a person may subscribe to the Issue.

Shareholders or assignees who do not make use of their preferential subscription rights before the end of the Subscription Period, will no longer be entitled to do so after that date. The preferential subscription rights incorporated in coupon no. 12 which are not exercised, shall expire after the closure of the Subscription Period. The holders of the expired preferential subscription rights incorporated in coupon no. 12 will therefore not be able to trade these on any scrips market. Tranche B is offered, without prejudice to the rules of financial law applicable in certain countries, to the existing shareholders and their assignees, as well as to any other party who subscribes to the shares, and is equal to the number of shares not subscribed to under Tranche A. Tranche B is therefore reducible and may, if Tranche A is fully subscribed to, be non-existent. Each subscription under Tranche B is also dependent on whether any shares are still left over to form Tranche B. The allocation ratio for retail investors with respect to subscriptions under Tranche B shall be published in the Belgian

The exact number of shares that will be allocated to the investors shall be determined at the end of the Subscription Period by the Board of Directors in close consultation with the joint co-ordinators.

1.1.7. Partial Placement

To the extent that the capital increase is not fully subscribed to, the Board of Directors shall nonetheless be able to accept the capital increase for the amount of the actual subscriptions, in accordance with the terms of Article 584 of the Companies Code (the Partial Placement).

1.1.8. Determination of the realization of the capital increase

The realisation of the capital increase shall be established by notarial deed as soon as reasonably possible after the expiry of the Subscription Period. The actual issue of the New Shares will take place at that same time.

1.1.9. Conditions precedent

The decision to increase the share capital is subject to the following conditions precedent and the actual number of subscriptions to the New Shares. In the event that not all offered New Shares are subscribed to, the capital increase can nevertheless take place for the amount of the subscriptions received in accordance with point 1.1.7.. The capital increase is subject to the following conditions predecent:

prevent the Issue from taking place under satisfactory circumstances;

prior to the start of the Subscription Period. The Board of Directors may nonetheless decide to waive the first

The Issue will be suspended or withdrawn in the event that the Board of Directors decides that the market conditions prevent an Issue under satisfying conditions or in the event that the FSMA has not given its approval prior to the offering. The Board of Directors can determine, in consultation with the joint co-ordinators, whether the market conditions prevent an Issue under satisfying conditions. In the event the Board of Directors determines that one or more conditions precedent are not fulfilled, it may decide to suspend or withdraw the Issue.

1.1.11. Amendment of the Articles of Association

At the establishment of the realization of the Issue, Article 5 of the coordinated text of the articles of association after the amendment of the articles of association of 29 November 2012 of the Company shall be amended in order to reflect the new amount of the share capital of the Company and the new number of existing shares." 1.2. Special proxies

The general meeting authorizes the Board of Directors, acting within the limits of the first resolution under 1.1., to:

• • determine the final maximum amount of the Issue, after consultation with the joint co-ordinators;
• • determine the Issue Price of the New Shares, after consultation with the joint co-ordinators; • determine the number of New Shares, after consultation with the
• joint co-ordinators; • determine the start and end date of the Subscription Period, after
• consultation with the joint co-ordinators; • determine the date of issue of the New Shares and to announce
• this in the press; • determine whether the conditions precedent have been fulfilled, after consultation with the joint co-ordinators;
• • decide to waive the first condition precedent under item 1.1.9.; • accept a Partial Placement;
• • decide on the suspension or withdrawal of the Issue, after consultation with the joint co-ordinators;
• • determine the practical modalities of the Issue and the allocation of New Shares, including taking all necessary and useful steps with all supervisory authorities for the realization of the Issue and with Euronext Brussels to obtain admission to trade the preferential
• subscription rights and the New Shares; and • take all other measures that are useful, appropriate or necessary
• with regard to the above. The general meeting authorizes two directors, acting jointly, to
• undertake all implementing measures with regard to the capital

This document is not an offer document or a prospectus and any purchase of, or subscription for, securities in Quest for Growth NV (the "Company") or rights relating to such securities in connection with the capital increase should

only be made on the basis of information contained in the prospectus to be issued in due course. A copy of the prospectus, when published, will be available on the website of the Company. This document or any other information regarding the capital increase of the Company should not be disseminated to the public in jurisdictions other than Belgium where a prior registration or approval is required for that purpose. No steps have been taken or will be taken to offer securities or rights outside of Belgium in any jurisdiction in which such steps would be required. The issue, exercise, purchase, subscription for or sale of the securities and rights may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company shall not accept any subscription to any of the securities issued by the Company by any person who is not allowed to subscribe to such securities under any legal or regulatory restrictions in any jurisdiction. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. No public offering of securities of the Company will be made outside of Belgium in connection with the capital increase. No money, securities, rights or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. This document does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities in the Company or rights relating to such securities, nor shall there be any sale of the securities or rights referred to herein, in the United States, Australia, Canada, South Africa, Japan, Switzerland, New Zealand or any jurisdiction in which such an offer or solicitation might constitute a violation or breach of any applicable law or regulation or to any national, resident or citizen thereof. In particular, the securities and rights referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States or to U.S. persons (as defined in Regulation S under the Securities Act) absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and no investors in any securities or rights described herein will be entitled to the benefits of the Investment Company Act. The securities and rights referred to in this document may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time (together with the applicable regulations thereunder, "ERISA"), that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code (the "IRC"), including an individual retirement account or other arrangement that is subject to Section 4975 of the IRC; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the IRC ("ERISA Plans"); or (ii) a governmental, church, non‐U.S. or other employee benefit plan that is subject to any federal, state, local or non‐U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the IRC.

This document is only directed at and for distribution only to (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (A) to (D) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged in with Relevant Persons. Any

person who is not a Relevant Person should not act or rely on this document or any of its contents. This document may be distributed in any member state of the European Economic Area, where no public offering will take place, it being understood that it may only be distributed and directed to (i) those persons who are "qualified investors" within the meaning of article 2(1)(e) of the Directive 2003/71/EC and the amendments thereto (the "Prospectus Directive") and, (ii) to the extent that the Company or investment manager markets the securities referred to in this document in any jurisdiction in the European Economic Area in reliance on the national private placement provisions of the Directive 2011/61/EC, its amendments and implementing and delegated regulations (the "AIFM Directive"), to "professional investors" within the meaning of article 4(1)(ag) of the AIFM Directive, and (iii) such other persons to whom this document may be addressed on legal grounds. Each joint co-ordinator that is acting for the Company in relation to the capital increase, will not regard any other person (whether or not a recipient of this document) as a client in relation to the capital increase and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to any matter contained in this document or any transaction, matter or arrangement referred to in it.

Forward-looking statements

Nothing in this document is, or should be relied on as, a promise or representation as to the future. This document includes certain statements, estimates and projections provided by the Company in relation to the Company's anticipated future performance. Such statements, estimates and projections are based on various assumptions which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements, estimates or projections.

QUEST FOR GROWTH NV Privak, public investment company with fixed capital pursuant to 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

Pauwels, residing at 3111 Wezemaal, Eektweg 37, acting individually with the power of substitution, to (i) perform 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 Enterprise. REGISTRATION AND PARTICIPATION The Board of Directors draws attention to the fact that only those persons who satisfy the two conditions mentioned under items A and B are authorized to attend and to vote at the extraordinary

increase, as realised under the conditions determined by the Board of Directors, including but not limited to the signing of all documents, the completion of all formalities and the establishment of the realization of the capital increase in accordance with Article 589 of the Companies Code and the amendment of the articles of association. The general meeting resolves to grant a special proxy to Mr Marc

general meeting, namely: A.The registration of their shares, in their name, by Thursday 3 March 2016 at 12 midnight (Belgian time) (the Registration

Date). For dematerialized shares: the registration shall be determined by the entry of the dematerialized shares, in the name of the shareholder, on the Registration Date, in the accounts of a recognized account holder or a clearing agency, without any action being required on the part of the shareholder.

For registered shares: the registration shall be determined by the entry of the registered shares, in the name of the shareholder, on the Registration Date, in the Company's shareholders' register, without any action being required on the part of the shareholder. B.The notification, by the shareholder, of his intention to attend

the extraordinary general meeting and of the number of shares for which he wishes to take part in the voting.

This notification and, where applicable, the ad hoc certificate should be submitted to the Company via Belfius Bank, by email (mpauwels@questforgrowth.com), by post (Quest for Growth – att. Marc Pauwels – Lei 19 bus 3, 3000 Leuven) or by fax (+32 16 28 41 29).

The notification must be received by Belfius Bank or by the Company at the very latest at 12 midnight (Belgian time) on Friday 11 March 2016.

The holders of dematerialized shares receive a certificate from the recognized account holder or the clearing agency indicating the number of dematerialized shares that were entered in the name of the shareholder on the Registration Date. They are requested to request their financial institution to inform Belfius Bank immediately, and within the period indicated above, of their intention to attend the extraordinary general meeting, as well as of the number of shares for which they wish to take part in the voting.

The holders of registered shares are requested to inform Quest for Growth – att. Marc Pauwels – Lei 19 bus 3, 3000 Leuven – mpauwels@questforgrowth.com - fax +32 16 28 41 29 - within the period indicated above, in writing of the number of shares for which they wish to take part in the voting at the extraordinary general meeting. The Company emphasizes that these formalities are free of charge to the shareholders.

PROXIES

Article 32 of the articles of association of the Company allows shareholders to give a proxy to another person in writing, by email, or by fax. Should you cause yourself to be represented by a third party, you are invited to complete and sign the proxy forms available on our website (www.questforgrowth.com). A copy of the proxy paper must be submitted to Quest for Growth – att. Marc Pauwels – Lei 19 bus 3 3000 Leuven – fax +32 16 28 41 29 - at the very latest by 12 midnight (Belgian time) on Friday 11 March 2016. The undersigned 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, proxy 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. The Company emphasizes that these formalities are free of charge to the shareholders.

RIGHT TO ASK QUESTIONS

Shareholders who comply with the formalities for admission to the extraordinary general meeting may ask questions both verbally (during the meeting) or in writing before the meeting. Written questions must be submitted in writing at the very latest on the sixth day before the extraordinary general meeting at 12 midnight (Belgian time) on Friday 11 March 2016 - at the registered office of the Company – or electronically (mpauwels@questforgrowth.com). Only those written questions posed by shareholders who have complied with the formalities that must be completed for admission to the meeting, and who have thus proven that they have the capacity of shareholder on the Registration Date, shall be answered during the meeting. All reports, useful information and documents to be submitted to

the meeting are available at the registered office of the Company and on the website of the Company: www.questforgrowth.com. In order to allow the meeting to start promptly the shareholders are requested to be present at least a quarter of an hour before

the time the meeting is due to open. We thank you in advance for your cooperation. The Board of Directors

1. The Board of Directors has not decided that the market conditions

2.the FSMA has approved the prospectus concerning the offering

condition precedent.

1.1.10. Suspension or withdrawal

financial press, together with the results of the offer.