Quest for Growth NV — Capital/Financing Update 2016

Feb 26, 2016

[Free office translation $-$ for information purposes only]

Ouest for Growth

Privak – Public investment company with fixed capital under Belgian law – Public limited liability company Lei $19$ bus $3$ 3000 Leuven CR (Leuven): 0463.541.422 (the "Company")

Special report of the board of directors in accordance with article 582 of the Belgian Companies Code with respect to the issuance of new shares at a price below the accounting par value

$\mathbf{1}$ INTRODUCTION

The Board of Directors of the Company has the honour to report in accordance with article 582 of the Belgian Companies Code (the "BCC") on the possible issuance of new shares without nominal value at a price below the accounting par value of the existing shares.

Pursuant to article 582 BCC, the Board of Directors must justify the proposed transaction in a detailed report, referring in particular to the issue price and setting out the financial consequences of the envisaged transaction for the existing shareholders.

$\mathbf{2}$ PROPOSED TRANSACTION

The Board of Directors is of the opinion that it is in the interest of the Company to increase its assets under management. The Company is, amongst others, active in private equity. The Board of Directors notes that the size of the capital rounds in the venture capital market is increasing and that it is important to participate in such capital rounds with a sufficiently large amount. An increase of the assets under management would therefore improve the Company's financial capabilities and strengthen its position in the market. This will in turn lead to a better performance of the Company and improve the chances on interesting returns for its shareholders.

Due to the Company's legal status as "privak" and pursuant to its articles of association, the Company is obliged to distribute most of its profits to its shareholders in the form of dividends. As the Company is under the current applicable legislation not allowed to make distributions in the form of optional dividends, it cannot rely on such sources to finance its growth. The Board of Directors is therefore of the opinion that it is in the interest of the Company to increase its assets under management through a capital increase.

Furthermore, by proceeding to a capital increase immediately after the distribution of dividends, the Company would meet the investors' demand to be able to, fully or partially, reinvest their dividend in the Company without having to acquire additional shares through the stock exchange (where the Company's shares are listed).

In view of the above, the Board of Directors proposes to the general shareholders' meeting to proceed to a capital increase through contribution in cash by the issuance of maximum 3.843.316 new shares of the class "ordinary shares" (the "New Shares") without nominal value and with preferential subscription rights for the existing shareholders. Each existing

shareholder shall, without prejudice to the rules of financial law applicable in certain jurisdictions, have the right to subscribe to 1 New Share for each 3 shares (either ordinary shares, class A shares or class B shares) that it holds in the share capital of the Company. The transaction is hereinafter referred to as the "Capital Increase".

The final issue price of the New Shares will be determined by the Board of Directors in consultation with the joint co-ordinators. The accounting par value of the existing shares amounts to (rounded) EUR 9.52 per share before the capital increase. The issue price can be set at an amount that is lower than the accounting par value of the existing shares.

$\overline{\mathbf{3}}$ MOTIVATION

1. Issue price

It is important for a company like Quest for Growth to retain the possibility to determine an issue price that can be lower than the accounting par value of the existing shares.

In order to make the capital increase sufficiently attractive, the issue price should take into account (i) the stock price at the start of the transaction and (ii) dividend payments.

As the issue price in the context of the capital increase will take into account the aforementioned elements, it can potentially lead to a certain dilution of existing shareholders. The Board of Director however wishes to emphasize that the Capital Increase will take place with retention of the preferential subscription rights, in order to ensure that the existing shareholders, without prejudice to the rules of financial law applicable in certain jurisdictions, have a preferential right to subscribe to the shares and benefit from the attractive issue price. In addition, the shareholders who will not participate in the Capital Increase, will also benefit from the transaction, as the Capital Increase will strengthen the financial capabilities of the Company.

2. Financial consequences for the existing shareholder

a. Evolution of capital and number of shares

To date, the share capital of the Company amounts EUR 109,748,742.32, represented by 11,529,950 shares, namely 11,528,950 ordinary shares, 750 class A shares and 250 class B shares, that each represent the same part in the share capital. The accounting par value of the shares currently amounts to (rounded) EUR 9.52.

In the context of the Capital Increase, the share capital will be increased and maximum 3.843.316 New Shares of the class "ordinary shares" will be issued at an issue price that will be lower than the accounting par value of the existing shares.

After the approval of the Capital Increase, the share capital and the amount of outstanding shares will increase. The share capital will increase with the amount of the issue price multiplied by the number of New Shares. The issue price will be fully attributed to the share capital. As a consequence, the share capital will increase, while the accounting par value of all the shares will decrease as the New Shares will be issued at an issue price that is lower than the accounting par value of the existing shares.

Finally, after the capital increase, the accounting par value of all the shares will be aligned.

b. Dilution

The existing shares will, after the aforementioned alignment, each be entitled to one vote and each have a preferential subscription right in case of a capital increase in cash (if this preferential subscription right is not cancelled or limited). As the New Shares will be issued at

a price that is lower than the accounting par value of the existing shares, the relative interest of the existing shares (either the ordinary shares, class A shares and class B shares) in the total share ownership will dilute. A simulation of the possible impact of the envisaged transaction on the capital and the number of shares is set forth in Annex 1, which forms an integral part of this special report.

$\overline{\mathbf{4}}$ CONCLUSION

The Board of Directors is of the opinion that the Capital Increase is in the interest of the Company, as it will allow the Company to improve its financial capabilities and to strengthen its position in the market. In addition, the issue of New Shares at a price below the accounting par value of the existing shares will be an incentive for the existing shareholders to exercise their preferential subscription rights and prevent a dilution of their equity interest. In view of the foregoing, the Board of Directors proposes to approve the Capital Increase.

5 REPORT STATUTORY DIRECTOR

The statutory auditor, Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren, a civil limited liability company in the form of a CVBA, represented by Mr. Erik Clinck, was requested to draw up a report in accordance with article 582 BCC. The report of the statutory auditor is attached to this special report of the Board of Directors in Annex 2.

PROXY 6

Both this special report of the Board of Directors and the report of the statutory auditor (as referred to under item 5) will be filed at the Clerk's office of the Commercial Court.

The Board of Directors decides to grant a special proxy to each of the directors of the Company, Sylvie Deconinck, Régis Panisi and Marcos Lamin-Busschots, and also to each lawyer or paralegal of Stibbe CVBA, having its office at 1000 Brussels, Loksumstraat 25, each acting individually with the power of substitution, to complete all formalities for the filing of this special report of the Board of Directors and the report of the statutory auditor at the Clerk's office of the relevant Commercial Court, and to do all that is necessary or useful to execute the foregoing.

(Signature page follow on next page)

Done on 21 January 2016.

For the Board of Directors,

く Ā.

Capricom Venture Partners
Asset Manager
Dr. Jos B. Peeters
Managing Director

ANNEX 1:

Simulation of the impact of the envisaged transaction

	Before capital increase	After capital increase by issuance of 3.843.316 shares
Issue price:		6,00	7,00	8,00
Current number of shares: Number of newly issued shares: Number of shares after the capital increase (incl. own shares):	11.529.950 3.843.316 15.373.266	11.529.950 3.843.316 15.373.266	11.529.950 3.843.316 15.373.266	11.529.950 3.843.316 15.373.266
Capital of the Company (in euro): Net equity after distribution of dividend (in euro):	109.748.742.32 110.012.217,00	132.808.638 133.072.113	136.651.954 136.915.429	140.495.270 140.758.745
Accounting par value per share (in euro): Net equity value per share (in euro):	9,52 9,54	8,64 8,66	8,89 8.91	9,14 9,16
Dilution accounting par value: Dilution net equity:		$-9,24%$ $-9,28%$	-6,61% -6,66%	$-3,99%$ $-4,04%$

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