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Quest for Growth NV AGM Information 2018

Feb 2, 2018

3991_rns_2018-02-02_2bdf953e-9c5e-473a-aadc-2747c2aa391c.pdf

AGM Information

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NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO 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 APPLY. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS DOCUMENT. This document does not constitute or does not form a part of, an offer or an invitation to sell or issue, or a solicitation of an offer to purchase or subscribe to securities or rights. The securities of the Company or rights relating to such securities may not be offered or sold in the United States without registration or exemption from registration. The securities to which this document refers will only be issued in accordance with the applicable laws and regulations. Neither this document itself, nor any part thereof, shall count as the basis of, an inducement to or shall be relied upon to enter into any agreement or take on any obligation. This document is not an offer document or a prospectus.

Quest for Growth

Privak, public alternative investment fund 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 - [email protected]

NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING OF QUEST FOR GROWTH

(privak – public alternative investment fund with fixed capital under Belgian law – public limited liability company)

(the "Company")

NOTICE TO THE SHAREHOLDERS

The board of directors of Quest for Growth NV has the honour to invite you to the extraordinary general meeting of the Company that shall take place at the registered office of the Company "Jonge St. Jacob", Lei 19, 3000 Leuven on Tuesday 6 March 2018 at 12 noon, in the presence of a notary, with the agenda and proposed resolutions set out below.

The extraordinary general meeting shall only be able to validly deliberate on the proposed resolutions set out in the agenda, when the shareholders attending the meeting, either in person or by proxy, represent at least half of the share capital in accordance with articles 581 and 558 of the Belgian Companies Code ("BCC"). In the event the aforementioned attendance quorum of at least half of the share capital should not be reached, a second extraordinary general meeting shall be held on 29 March 2018 at 12 noon, at the place that shall be indicated in the relevant convening notice and with the same agenda, which shall be able to validly deliberate on the proposed 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 per class of shares.

AGENDA

1. DISTRIBUTION OPTIONAL DIVIDEND 1.1. Increase of the share capital by way of an optional dividend

Proposed resolutions: "The general meeting takes cognizance of the special reports of the board of

directors drawn up in accordance with articles 582 and 602 BCC. The general meeting takes cognizance of the reports of the statutory auditor

drawn up in accordance with articles 582 and 602 BCC. The general meeting resolves, under the condition precedent of a dividend declaration for the financial year 2017 by the annual general meeting of 29 March 2018, to increase the share capital of the Company by offering the shareholders of the Company, by way of an optional dividend, the possibility to contribute in kind (for the holders of A-Shares and B-Shares a part of, and for the holders of Ordinary Shares all of) their net dividend claim that results from the dividend declaration for the financial year 2017 (the Dividend Claim) to the capital of the Company in consideration for the issuance of new shares of the class "ordinary shares" without nominal value (the New Shares) (the Optional Dividend). The distribution of the Optional Dividend and the corresponding capital increase will take place in accordance with the conditions and modalities as set out below:

1.1.1. Option

Every existing shareholder of the Company (the holders of shares of the class "shares A" (the A-Shares), the class "shares B" (the B-Shares) as well as the class "ordinary shares" (the Ordinary Shares)) will, without prejudice to the provisions of financial law applicable in certain countries, in the context of the distribution of the Optional Dividend be able to choose between the following options:

− the contribution of his Dividend Claims to the capital of the Company in

consideration for New Shares;

− payment of his Dividend Claims in cash; or

− a combination of both preceding options. Shareholders who do not make a choice during the option period in the required

manner, will in any event receive the dividend in cash.

1.1.2. Dividend claims attached to A-Shares, B-Shares and Ordinary Shares According to article 44 of the articles of association of the Company, the holders of A-shares and B-Shares benefit from a preference dividend (which is composed of (i) an amount which is also distributed to the holders of Ordinary Shares as a dividend (the 'ordinary dividend') and (ii) a surplus in addition to the 'ordinary dividend' which is only distributed to the holders of A-shares and B-Shares as a dividend (the 'surplus')). As a consequence, the Dividend Claim attached to the A-Shares and the B-Shares (which represents the amount of the 'ordinary dividend' and the 'surplus') has a higher value than the Dividend Claim attached to the Ordinary Shares (which only represents the amount of the 'ordinary dividend').

In order to respect the pro rata ratio of the equity interest of the respective existing shareholders of the Company in the context of the proposed capital increase resulting from the Optional Dividend (the "Capital Increase"), the same Exchange Ratio (as defined below) will be applied for the holders of the A-Shares and B-Shares as for the holders of Ordinary Shares to subscribe to the Capital Increase. Taking into account the fact that the Dividend Claims attached to the A-Shares and the B-Shares have a higher value than the Dividend Claims attached to the Ordinary Shares, the difference between (i) the total value of the Dividend Claims contributed by a holder of A-Shares and/or B-Shares and (ii) the total Issue Price for the Preferential Shareholders (as defined below) which the concerned shareholder owes to the Company in consideration for the New Shares to which he has subscribed, will be repaid in cash.

1.1.3. Modalities of the transaction

(a) Issue price

The issue price per new Ordinary Share which can be subscribed to in the context of the Optional Dividend, will differ for the holders of Ordinary Shares, on the one hand, and the holders of A-shares and B-shares, on the other hand.

The issue prices will be determined by the board of directors on the basis of the stock price of the share Quest for Growth during the period as from 21 March 2018 up to and including 27 March 2018 on Euronext Brussels. More specifically, the issue price for the holders of Ordinary Shares (the "Issue Price for the Ordinary Shareholders") will be calculated as the average closing price of the share Quest for Growth during the aforementioned period, less an amount equal to the total amount of the gross dividend which will be distributed to the

holders of Ordinary Shares, A-Shares and B-Shares for the financial year 2017 divided by the total number of shares the Company has issued on that date (the "Dividend Amount"), to which a discount will subsequently be applied. The discount will not exceed 12.5% of the closing price of the share Quest for Growth (less the Dividend Amount) on 27 March 2018. The issue price for the holders of A-Shares and B-shares (the "Issue Price for the Preferential Shareholders") will be equal to the average closing price of the share Quest for Growth during

representations or warranties are made by any person as to the accuracy of such statements, estimates or projections.

that same period, less the Dividend Amount. As a consequence, for the holders of A-Shares and B-Shares, no discount will be applied to the stock price less the Dividend Amount.

Taking into account the above, it is possible that the Issue Price for the Ordinary Shareholders and/or the Issue Price for the Preferential Shareholders will be lower than the accounting par value of the existing shares Quest for Growth. The board of directors and the statutory auditor have in this context drawn up the reports required by article 582 BCC.

As aforementioned, notwithstanding the fact that a different issue price will apply for the holders of A-Shares and B-Shares as for the holders of Ordinary Shares, the same Exchange Ratio (as defined below) will apply for the holders of A-Shares and B-Shares and for the holders of Ordinary Shares. Since the Dividend Claims attached to the A-Shares and B-Shares have a higher value than the Dividend Claims attached to the Ordinary Shares, the difference between (i) the total value of the Dividend Claims contributed by a holder of A-Shares and/ or B-Shares and (ii) the total Issue Price for the Preferential Shareholders which the concerning shareholder owes to the Company in consideration for the New Shares to which he has subscribed, will be repaid in cash.

For the shareholders who benefit from a reduced withholding tax or an exemption from withholding tax (other than the exemption provided for in article 106, §9, a) of the Royal Decree executing the Income Tax Code 1992 which applies to all shareholders of the Company), the surplus in relation to the net dividend that is distributed to the shareholders who do not benefit from an additional reduction or exemption from withholding tax, and that results from the reduction or exemption from withholding tax (other than the exemption provided for in article 106, §9, a) of the Royal Decree executing the Income Tax Code 1992), will be paid in cash.

The Issue Price for the Ordinary Shareholders c.q. the Issue Price for the Preferential Shareholders will be fully paid-up at the time of the issuance of the New Shares in consideration for the contribution in kind of the Dividend Claims. The date of the issuance of the New Shares will be determined and announced by the board of directors. The Issue Price for the Ordinary Shareholders and the Issue Price for the Preferential Shareholders will, up to the amount of the accounting par value of the existing shares, be fully attributed to the share capital of the Company and, if applicable, up to the amount of the balance to the unavailable reserve account "issue premium". The issue premium is mentioned on the liabilities side of the balance sheet of the Company under the equity, and the account on which the issue premium, as the case may be, will be booked will, like the share capital, constitute a guarantee for third parties and can only be reduced by way of a valid resolution by the general meeting, passed in accordance with the provisions of the Belgian Companies Code applicable to amendments of the articles of association.

(b) Exchange ratio

The amount of Dividend Claims which will have to be contributed to subscribe to new Ordinary Shares (the "Exchange Ratio") will be determined by the board of directors on the basis of the Issue Price for the Ordinary Shareholders. The board of directors will have the power to determine the amount of Dividend Claims that should be contributed and to decide that the amount that might have been overpaid in the context of the contribution of the Dividend Claims (being the balance between the value of the amount of contributed Dividend Claims, on the one hand, and the Issue Price for the Ordinary Shareholders, on the other hand, which shall be determined in function of the Exchange Ratio), shall be repaid in cash.

  • As mentioned above, the same Exchange Ratio will be applied for the holders of
  • A-Shares and B-Shares as for the holders of Ordinary Shares. The Dividend Claims will not be listed or traded on a stock exchange during
  • the option period. There will also not be a possibility to acquire additional Dividend Claims.

The contribution of the Dividend Claims cannot be supplemented by a contribution in cash. The shareholders who do not hold the required amount of Dividend Claims attached to shares of the same form to subscribe, in accordance with the Exchange Ratio, to the next whole number of New Shares, will receive their Dividend Claims which do not suffice to subscribe to the next whole number

of New Shares, by way of a payment in cash. If a shareholder holds shares in various form (a number of registered shares and a number of dematerialized shares), the Dividend Claims attached to these different forms of shares cannot be combined to acquire a whole number of New Shares. The holder of Ordinary Shares can request the board of directors in writing to convert his shares in dematerialized shares and vice versa, as the

case may be, at his expense. Neither can the Dividend Claims attached to, on the one hand, the A-Shares and the B-Shares, and, on the other hand, the Ordinary Shares, be combined to acquire a whole number of New Shares. (c) Nature and form of the New Shares

The New Shares will be of the same type as the existing class "ordinary shares" and will grant the same rights and benefits, including as regards the dividend

claims. After the issuance of the New Shares, all (existing and new) shares will represent the same part of the share capital of the Company. Since the Issue Price for the Ordinary Shares and the Issue Price for the Preferential Shares is not yet determined and the shareholders are free to opt for (i) a contribution of the Dividend Claims to the capital of the Company in exchange for New Shares, (ii) payment of the Dividend Claims in cash, or (iii) a combination of both preceding options, it is impossible to estimate the amount of new Ordinary Shares that will be issued. In total, maximum 3,030,993 new Ordinary Shares will be issued.

The new Ordinary shares will have the same form (dematerialized or registered) as the existing shares already held by the shareholder. The shareholders can, in the manner provided in article 8 of the articles of association of the Company, request the conversion after the issuance of the New Shares. (d) Other

The option period, the date on which the realization of the Capital Increase will be established and the date of the issuance of the new Ordinary Shares, will be determined by the board of directors. A request will also be submitted by the Company for the admission of the new Ordinary Shares to trading on

Euronext Brussels. The special rules regarding a contribution in kind as provided for in article 7, §2 of the Royal Decree of 10 July 2016 on alternative investment funds investing in non-listed companies and in growth companies do not apply to this transaction.

1.1.4. Offering of the Optional Dividend

The Optional Dividend will during the option period only be offered to the existing shareholders of the Company in Belgium. No measures will be taken to offer the Optional Dividend to existing shareholders in other countries than Belgium.

In accordance with the applicable rules of financial law in certain countries, existing shareholders of the Company who reside in those countries might not be allowed to subscribe to the New Shares in the context of the Optional Dividend. In the jurisdictions where the subscription to the Capital Increase in the context of the Optional Dividend could give rise to a mandatory prior registration or qualification of the Company under financial legislation of such jurisdiction, such subscription will only be accepted if it can take place by way of an exception to or a transaction which is not subject to those registration requirements in that jurisdiction.

1.1.5. Information Memorandum

Taking into account the fact that different modalities apply to, on the one hand, the holders of Ordinary Shares and, on the other hand, the holders of A-Shares and B-Shares, for the subscription to the Capital Increase which will take place in the context of the Optional Dividend, the Optional Dividend (and the Capital Increase related thereto) will be offered to the holders of Ordinary Shares by way of a public offering for which, in accordance with article 18, §1, (e) of the Law of 16 June 2006 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market (the "Prospectus Law"), an information memorandum will be drawn up and published by the Company, and to the holders of A-Shares and B-Shares by way of a private placement in accordance with article 3, §2, b) of the Prospectus Law.

1.1.6. Partial subscription

To the extent that not all shareholders have contributed their Dividend Claims in kind in consideration for New Shares, and thus the Capital Increase in the context of the Optional Dividend is not fully subscribed to, the board of directors shall nonetheless be able to accept the Capital Increase to take place for the amount of the actual subscriptions by contribution in kind of the Dividend Claims, in accordance with the provisions of article 584 BCC (the Partial Subscription).

1.1.7. Conditions Precedent

The decision to distribute an Optional Dividend (and the Capital Increase related thereto) is subject to the following conditions precedent and the extent of the subscriptions to the New Shares:

  • 1. the decision of the annual general meeting, which will be held on 29 March 2018, to declare a dividend for the financial year 2017;
  • 2. the board of directors has not decided that the market conditions prevent that the distribution of the Optional Dividend (and the Capital Increase related thereto) can take place under satisfactory conditions;

3. the board of directors has not decided that the Optional Dividend (and the Capital Increase related thereto) must be revoked or suspended because the stock price of the share Quest for Growth on Euronext Brussels increases or decreases materially in relation to the average stock price on the basis of which the Issue Price for the Ordinary Shareholders and the Issue Price for the

Preferential Shareholders were determined by the board of directors; and

4. the prior approval of the FSMA of the proposed Capital Increase in the context of the Optional Dividend and the amendment of the articles of association in relation thereto.

If the board of directors determines that one or multiple conditions precedent are not met, it can decide to suspend or revoke the distribution of the Optional Dividend (and the Capital Increase related thereto). The board of directors however can decide to waive the second and third condition precedent.

1.1.8. Amendment of the articles of association

When establishing the realization of the Capital Increase by contribution in kind of the Dividend Claims in the context of the Optional Dividend, article 6 of the coordinated text of the articles of association after the amendment of the articles of association of 25 April 2017 of the Company will be amended to reflect the new amount of the share capital and the new amount of existing shares."

1.2. Special proxies

"The general meeting authorizes the board of directors, within the limitations of the first resolution sub 1.1., to: • determinetheIssuePricefortheOrdinaryShareholdersandtheIssuePrice

  • for the Preferential Shareholders;
  • • determinetheExchangeRatio; • determinethefinalmaximumamountoftheCapital Increase;
  • • determinethestartingandenddateoftheoptionperiod; • determineandannouncethedateoftherealizationoftheCapital Increase
  • and issuance of the New Shares; • determinewhethertheconditionsprecedenthavebeenfulfilled;
  • • decidetowaivethesecondandthirdconditionprecedentundertitle1.1.7; • acceptaPartialSubscription;
  • • decidetosuspendorrevokethedistributionoftheOptionalDividend(and the Capital Increase related thereto); • determinethepracticalmodalitiesofthedistributionoftheOptional Dividend (and the Capital Increase related thereto) and the allocation of New Shares, including taking all necessary and useful steps towards all supervisory authorities to execute the distribution of the Optional
  • Dividend (and the Capital Increase related thereto) and Euronext Brussels to obtain the admission to trading of the New Shares; and • performallotheractswhichareuseful,appropriateorrequiredin

The general meeting grants two directors, acting in concert, the power to perform all executive measures in relation to the distribution of the Optional Dividend (and the Capital Increase related thereto), as will be realized under the modalities 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 BCC and the resulting amendment to the articles of association.

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 general meeting, namely:
  • A. The registration of their shares, in their name, by Tuesday 20 February 2018 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
  • Date, in the Company's shareholders' register, without any action being required on the part of the shareholder.
  • This notification and, where applicable, the ad hoc certificate should

This document is not an offer document or a prospectus. This document or any other information regarding the optional dividend (and the capital increase related thereto) 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 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 referred to in this document 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 or rights related thereto will be made outside of Belgium in connection with the Optional Dividend (and the capital increase relating thereto). 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 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.

Nothing in this document is, or should be relied on as, a promise or representation as to the future. This announcement 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

connection to the aforementioned.

The general meeting resolves to grant a special proxy to Mr Marc 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" of his choice 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

  • 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
  • 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.
  • respect to the items on the agenda if they prove that they are shareholders. Questions and proposals may be submitted in writing (Quest for Growth – att. Marc Pauwels – Lei 19 box 3 3000 Leuven) or by email ([email protected]). Receipt will be confirmed by the Company within 48 hours. REVISED AGENDA Should shareholders who have the right to do so wish to add additional items

The Board of Directors.

RIGHT TO ADD ITEMS TO THE AGENDA

or proposed resolutions to the agenda, a revised agenda shall be announced at the very latest at 12 midnight (Belgian time) on Monday 19 February 2018 on the website of the Company (www.questforgrowth.com).

be submitted to the Company via Belfius Bank, by email (mpauwels@ questforgrowth.com), by post (Quest for Growth – att. Marc Pauwels – Lei

The notification must be received by Belfius Bank or by the Company at the very latest at 12 midnight (Belgian time) on Wednesday 28 February 2018. 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

The holders of registered shares are requested to inform Quest for Growth – att. Marc Pauwels – Lei 19 box 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

Article 33 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 box 3 3000 Leuven – fax +32 16 28 41 29 - at the very latest by 12 midnight (Belgian time) on Wednesday 28 February 2018. 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

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. The Company emphasizes that these formalities are free of charge

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 Wednesday 28 February 2018 - at the registered office of the Company – or electronically ([email protected]). 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.

One or more shareholders who jointly own more than 3 % of the capital may at the very latest on the twenty-second day (no later than 12 midnight (Belgian time) on Monday 12 February 2018) before the day of the extraordinary general meeting cause items for discussion to be placed on the agenda of the extraordinary general meeting and submit proposals for resolutions with

in the voting at the extraordinary general meeting. The Company emphasizes that these formalities are free of charge to the

19 box 3, 3000 Leuven) or by fax (+32 16 28 41 29).

part in the voting.

shareholders. PROXIES

to be admitted to the meeting.

to the shareholders. RIGHT TO ASK QUESTIONS

All reports, useful information and documents to be submitted to the meeting are available at the registered office of the Company or on the website of the Company: www.questforgrowth.com. In order to allow the meeting to start promptly, the shareholders are request-

ed 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.