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Quest for Growth NV
Pre-Annual General Meeting Information • Feb 25, 2025
3991_rns_2025-02-25_62a5b92c-99d3-421c-97bf-ba651eb78c6e.pdf
Pre-Annual General Meeting Information
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Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law
Notice convening the ordinary general meeting of Quest for Growth
(privak – public investment company with fixed capital under Belgian law – public limited company)
(the "Company")
Notice to the shareholders
The board of directors of Quest for Growth NV has the honor to invite you to the ordinary general meeting of shareholders of the Company to be held at the registered office of the Company "Jonge St. Jacob", Lei 19 3000 Leuven at 11 am on Thursday March 27, 2025, with the agenda and proposed resolutions set out below.
Shareholders who have complied with the formalities for admission to the ordinary general meeting, have the right to:
- Physically attend the meeting and exercise their voting rights at the meeting;
- be represented at the annual general meeting by an authorized representative via the proxy form;
- vote remotely by letter using a form drawn up by the board of directors, in which the following is stated: (i) the shareholder's identification, (ii) the number of votes he is entitled to, and (iii) for every decision which is to be made by the general meeting in conformity with the general meeting the statement "yes", "no" or "abstention"; the form is sent to the company and has to be received by the registered office one working day before the meeting on Wednesday March 26, 2025 at the latest.
AGENDA:
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- Report of the Board of Directors for the financial year closed on 31 December 2024.
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- Report of the Statutory Auditor for the financial year closed on 31 December 2024.
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- Approval of the annual accounts with regard to the financial year closed on 31 December 2024 and allocation of the result
Proposed resolution:
The general meeting approves the annual accounts with regard to the financial year closed on 31 December 2024, as proposed by the Board of Directors.
The allocation of the result as presented in the table hereunder (rounded to two decimals) is also approved:
| Loss of the period 2024 available for appropriation: Transfer to loss carried forward: |
€ -6,338,360.46 € -6,338,360.46 |
|---|---|
| For your information: | |
| Loss carried forward 2022 | € -2,803,948.11 |
| Loss carried forward 2023 | € -3,524,260.14 |
| Total retained earnings at year-end 2024 | € -12,666,568.71 |
NOTICE ORDINARY GENERAL MEETING
Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law
4. Remuneration Report
Proposed resolution:
The general meeting approves the remuneration report with regard to the financial year closed on 31 December 2024, as presented in the Annual Report of the board of directors.
- Discharge of Directors and Statutory Auditor
Proposed resolution:
The general meeting resolves, by separate vote, to grant a discharge to each director and to the Statutory Auditor in respect of their duties for the past year.
- Discharge and appointment of directors
The mandate of Ms. Regine Slagmulder expires after the general meeting. The Board of Directors proposes to the general meeting not to fill this mandate.
Proposed resolution:
The general meeting decides not to fill the vacant mandate.
- Appointment of the Statutory Auditor
The mandate of the BV PwC Bedrijfsrevisoren as auditor ends after the general meeting that decides on the financial statements ending December 31, 2024. The Audit Committee proposes to reappoint the Statutory Auditor for a period of three years.
Proposed resolution:
Subject to approval by the FSMA, the general meeting appoints the BV PwC Bedrijfsrevisoren, with registered office at 1831 Diegem, Culliganlaan 5, as statutory auditor for a term of three years. In accordance with Article 3:60 of the Belgian Company Code, this company appoints Damien Walgrave BV, company auditor, with Damien Walgrave, also company auditor, as its permanent representative. The mandate expires after the general meeting of shareholders which must approve the financial statements as of December 31, 2027.
The remuneration for this mandate (including the work related to ESEF reporting) is €46,500 per year (plus VAT, expenses and contribution IBR) subject to annual adjustments depending on the evolution of the consumer price index or as agreed between the parties.
- Power of attorney for formalities
Proposed resolution:
The general meeting resolves to grant a special proxy to Mr. Jelle Van de Putte, acting individually with the power of substitution, to (i) take 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 Enterprises.
- Miscellaneous
NOTICE ORDINARY GENERAL MEETING
Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law
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 ordinary general meeting, namely:
A. The registration of their shares, in their name, by Thursday March 13, 2025 at 12 o'clock 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 ordinary general meeting and of the number of shares for which he wishes to take part in the voting.
This notification and, for dematerialized shares, the certificate mentioned below, must be submitted to the Company via Belfius Bank ([email protected]), by e-mail ([email protected]), or by post (Quest for Growth – AGM – Lei 19 box 3, 3000 Leuven). The notification must be received by Belfius Bank or by Quest for Growth at the very latest at 12 o'clock midnight (Belgian time) on Friday March 21, 2025.
The holders of dematerialized shares receive a certificate from the recognized account holder or the clearing agency indicating the number of dematerialized shares that are registered 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 ordinary 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 the Company by e-mail ([email protected]), by post (Quest for Growth – AGM – Lei 19 bus 3, 3000 Leuven), within the period indicated above, in writing of the number of shares for which they wish to take part in the voting at the ordinary general meeting.
The Company emphasizes that these formalities are free of charge to the shareholders.
PROXIES
Article 33 of the articles of association of Quest for Growth allows shareholders to give a proxy to another person in writing or by means of an electronic form. 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 form must be submitted to the Company by e-mail ([email protected]), by post (Quest for Growth – AGM - Lei 19 bus 3, 3000 Leuven) at the latest on Friday March 21, 2025 before midnight, Belgian time. The signed 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, 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 to the shareholders.
NOTICE ORDINARY GENERAL MEETING
Quest for Growth NV, Privak/pricaf, public alternative investment fund (AIF) with fixed capital under Belgian law
RIGHT TO ASK QUESTIONS
Shareholders who comply with the formalities for admission to the ordinary general meeting may ask questions both verbally (during the meeting) or in writing (prior to the meeting). Written questions must be submitted in writing to the Company at the very latest on the sixth day before the ordinary general meeting (on Friday March 21, 2025 before midnight, Belgian time) by e-mail ([email protected]), or by post (Quest for Growth – AGM – Lei 19 box 3, 3000 Leuven). 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.
RIGHT TO ADD ITEMS TO THE AGENDA
One or more shareholders who jointly own more than 3 % of the share capital may at the very latest on the twenty-second day before the day of the ordinary general meeting (Wednesday March 5, 2025 before midnight, Belgian time) cause items for discussion to be placed on the agenda of the ordinary general meeting and submit proposals for resolutions with respect to the items on the agenda if they prove that they are shareholders. Questions and proposals can be submitted by e-mail ([email protected]), by post (Quest for Growth – AGM – Lei 19 box 3, 3000 Leuven). 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 or proposed resolutions to the agenda, a revised agenda shall be announced at the very latest on Wednesday March 12, 2025 before midnight, Belgian time, on the website of the Company (www.questforgrowth.com) and revised proxy forms will be made available on the website.
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 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