QUEST FOR GROWTH NV/SA PRIVAK

Transcription

1 QUEST FOR GROWTH NV/SA PRIVAK closed-end investment company governed by Belgian law for investment in unquoted companies and growth businesses (beleggingsvennootschap met vast kapitaal naar Belgisch recht voor belegging in niet-genoteerde vennootschappen en in groeibedrijven) PROSPECTUS for the public subscription offer of up to new ordinary shares in the framework of a capital increase in cash with a preferential subscription right and admission to trading of those shares on Eurolist by Euronext Brussels Joint Global Coordinators & Joint Bookrunners Securities Co-Managers

2 APPROVAL OF THE PROSPECTUS On 13 March 2007, the Banking, Financing and Insurance Commission (BFIC) approved the Prospectus in English, in accordance with Article 23 of the Belgian law of 16 June 2006 concerning public offers of investment instruments and admission of investment instruments for trading on regulated markets. This approval does not imply an approval by the BFIC of the suitability and the quality of the transaction or of the position of the persons who are making this Offer. This Prospectus is also available in Dutch and French. The Issuer has verified the consistency between the three language versions of the Prospectus and assumes responsibility for the translation. In connection with the public offering in Belgium, both the English and Dutch version of the Prospectus will be legally binding; the French version of the Prospectus being a translation. AVAILABILITY OF THE PROSPECTUS The Prospectus in English, Dutch or French are available at the registered office of the Issuer, Lei 19 bus Leuven (Belgium), during office hours. Copies can be requested at Dexia Bank België NV on the free phone number , and with KBC Bank at its telecenter Subject to certain conditions related to applicable legal and regulatory provisions in certain jurisdictions, the Dutch and French versions of the Prospectus may also be viewed on the following websites: and SELLING RESTRICTION The preferential subscription rights, incorporated by coupon N 7 and the Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act ), or with any state securities commission or any other regulatory authority in the United States. The Issuer has not been and will not be registered under the US Investment Company Act of 1940, as amended (the Investment Company Act ). Consequently, the preferential subscription rights, incorporated by coupon N 7 and the Shares may not be offered, sold, pledged, delivered or otherwise transferred in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act, US Persons ). Prospective investors are hereby notified that the preferential subscription rights, incorporated by coupon N 7 and the Shares are being offered and sold by the Issuer only in transactions that are exempt from registration under the Securities Act in reliance on Regulation S there under and in circumstances that will not require the Issuer to register under the Investment Company Act. For a description of restrictions on offers, sales and transfers of the preferential subscription rights, incorporated by coupon N 7 and the Shares, see Restrictions Applicable to the Offer, Sale and Transfer of the Preferential subscription rights incorporated by coupon N 7 and the Shares beginning on page 12 of this Prospectus QUEST FOR GROWTH l 1

3 Quest for Growth NV/SA, PRIVAK closed-end investment company governed by Belgian law for investment in unquoted companies and growth businesses Registered office: Lei 19, bus Leuven (Belgium) Register of legal entities N : Public subscription offer of up to new ordinary shares (the Shares ) of which up to Shares are offered to the existing shareholders of the Issuer and to the transferees of the preferential subscription rights as represented by coupon N 7 in accordance with the preferential subscription rights at a ratio of 1 Share per 4 preferential rights as represented by coupon N 7 (Tranche A or Non-reducible Tranche); up to Shares less the Shares subscribed to under Tranche A are offered to existing shareholders of the Issuer as well as other investors (Tranche B of Reducible Tranche); both Tranches A and B can be subscribed to from 10 April 2007 up to and including 24 April AND Admission to trading of those Shares on Eurolist by Euronext Brussels Main terms and conditions of the Offer: Tranche A or Non-reducible Tranche: up to Shares are offered publicly in a Nonreducible Tranche to the existing shareholders of the Issuer and to the transferees of the preferential subscription rights as represented by coupon N 7 in accordance with the preferential subscription rights at a ratio of 1 Share per 4 preferential rights. Tranche B or Reducible Tranche: up to Shares less the Shares subscribed to under Tranche A are offered publicly in a Reducible Tranche to existing shareholders of the Issuer as well as other investors. Subscription Period: from 10 April 2007 up to and including 24 April 2007 Preferential subscription right to the Shares: the right will be materially represented by coupon N 7 separated from the shares of the Issuer and will be traded on Eurolist by Euronext Brussels during the Subscription Period. Issue Price: the subscription price will be between 7,50 and 9,50 EUR per Share and is scheduled to be published before the opening of the Subscription Period.

4 CONTENTS I Summary Key features of the Offer Summary of the principal risk factors in relation to the Issuer and the Shares offered Risks relating to the Issuer Risks relating to the Shares offered Background of the Offer Expected timetable of the Offer Under review Number of Shares offered Issue Price Proceeds and expenses related to the capital increase Percentage represented by the Shares Date as of which the Shares carry right Preferential subscription right Pricing Selling agent(s) Admission of the Shares to trading on Eurolist by Euronext Brussels Intention of the principal shareholders to subscribe Underwriting Dilution Offer, selling and transfer restrictions Information relating to the Issuer History and development of the Issuer Overview of the Issuer s activities General information on the Issuer Share capital Publicly available documents of the Issuer Directors and statutory auditor of the Issuer on 31 December Shareholding Summary of the income statement Summary of the income statement Summary of the balance sheet Prospects...10 II Risk factors Risks relating to the Issuer General risks Volatility of growth shares Risks relating to the sectors invested in by the Issuer Conclusion Risks relating to the Shares...11 III Restrictions applicable to the offer, sale and transfer of the preferential subscription rights incorporated by coupon n 7 and the shares Member States of the European Economic Area Switzerland United States...13 IV Information on the offer Person responsible Person responsible for the Prospectus Declaration of the person responsible for the Prospectus Key information Working capital statement Purpose of the Offer and use of the proceeds Information about the Shares Type and class of the Shares Applicable law and jurisdiction Form of the Shares Currency of the Offer Rights attached to the shares of the Issuer Authorisations relating to this Offer Expected dates for the issue of the Shares Restrictions on the free negotiability of the Shares Belgian regulations concerning takeover bids Taxation in Belgium...16 QUEST FOR GROWTH l 3

5 Tax issues for a Belgian investor who is subject to corporate income tax Tax issues for the Belgian retail investor and for legal entities subject to tax on legal entities Non-Belgian resident investors Tax on the physical delivery of bearer securities Tax on stock exchange transactions Terms and conditions of the Offer Basic information concerning the Offer Conditions to which the Offer is subject Amount of Shares offered Subscription Period and procedure to subscribe Suspension and withdrawal of the Offer Minimum or maximum amount that may be subscribed to Revocation of subscription orders Payment of the Shares subscribed to and terms of delivery of the Shares Publication of the results of the Offer Procedure for the exercise and negotiability of the preferential subscription rights incorporated by coupon N Expected timetable of the results of the Offer Under review Investor s profile and notification of the results of the Offer Category of investors Intended subscription of existing shareholders Notification to subscribers Issue Price and countries in which the Offer will take place Issue Price Countries in which the Offer will be open Placing and underwriting Selling agent Joint Global Coordinators and Joint Bookrunners Financial service Underwriting Admission to trading and dealing arrangements Admission to trading Quotation places Expenses relating to the Offer Dilution Amount and percentage of the immediate dilution resulting from the Offer Consequences of the Offer for existing shareholders...20 V information relating to issuer Statutory auditors Responsibility for auditing the accounts Resignation, removal or non re-appointment of the auditors Financial information concerning the Issuer s assets, financial situation and results Historical financial information concerning the 3 previous accounting years and audit reports Description of the financial situation of the Issuer for the 3 previous accounting years Income statements Balance sheets Detailed information on financial assets (shares) as per 31 December Detailed information on financial assets (amounts receivable) as per 31 December Information on committed capital on investments (off-balance) at 31 December Forward Currency rate agreements (off-balance) as per 31 December Post balance sheet events Statement of change in equity Key information relating to the shares of the Issuer Analysis of the Issuer s portfolio Profile of companies invested in by the Issuer as per 31 December Description of the relevant share markets Principal accounting methods Exchange rates used by the Issuer as per 31 December Date of the last historical annual financial information Intermediate and other financial information Legal and arbitration proceedings Significant change in the Issuer s financial or trading position Information concerning the Issuer History and development Issuer s name Number of recording Date of constitution and duration Registered office and legal form of the Issuer l QUEST FOR GROWTH

6 3.2 Investments Principal investments made Principal investments in progress Principal future investments Outline of the activities Mission and strategic positioning of the Issuer Main geographical markets as per 31 December Issuer s portfolio per sector as per 31 December Issuers portfolio per currency as per 31 December Organisation chart Meetings Day-to-day management Managing Director Reporting and auditing Investment decisions Investments in quoted companies Investments in unquoted companies investment committee Information on trends Main trends since the end of last year Trends or events that could have an impact on the year in progress Administrative, management and supervisory bodies, and senior management Quest for Growth NV PRIVAK Board of Directors Board Committees Authorised capital Shareholdings of the A and B shares, the shareholdings of the directors of the Issuer, Quest Management NV and the directors and personnel of Quest Management NV in the Issuer Quest Management NV General Permit as management company of undertakings for collective investment in transferable securities Board of Directors Shareholding structure Management and Employees Remunerations and benefits granted by the Issuer Operation of the administrative and management bodies Date of expiry of the mandates and term of office Corporate governance - Conflicts of interest Custodian Depository Bank Financial services Largest shareholders Name of the persons holding a percentage above the level of declaration Types of voting rights held by the shareholders Control of the Issuer and shareholder agreements Additional information Share capital Amount of subscribed capital, number of authorized shares, issued and paid up Information on shares not representing capital Shares held by the Issuer Convertible or exchangeable negotiable securities, or negotiable securities with warrants History of the share capital for the period covered Incorporation document and articles of association of the Issuer Business object Provisions concerning the members of its administrative, management and supervisory bodies Rights; exemptions and restrictions attached to each category of shares Actions needed to modify the shareholders rights Conditions governing invitations to the General Meetings of Shareholders Description of any provision that could delay, defer or prevent a change of control Conditions governing capital modifications if stricter than the law Information from third parties, statements by experts and statements of interests Documents accessible to the public...62 QUEST FOR GROWTH l 5

7 I SUMMARY This is a summary of certain important information contained in the Prospectus. This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities should be based on a thorough review by the investor of the Prospectus as a whole. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the applicable legislation of jurisdiction in which the court is located, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Nobody will be held legally liable on the sole basis of this summary unless its contents are misleading, incorrect or contradictory to other parts of the Prospectus. 1 Key features of the Offer 1.1 Summary of the principal risk factors in relation to the Issuer and the Shares offered The attention of the investor is drawn to the fact that the list of risks below is not exhaustive and other unforeseen risks may exist, the occurrence of which is at the date of this document not considered likely to have an adverse impact on the Issuer, its activities or its financial situation Risks relating to the Issuer General risks The Issuer mainly invests in a large variety of growth companies principally by way of share capital participations. Despite the fact that investments in growth companies offer more chances to realise capital gains than large, mature companies, they also offer special risks. The possible realisation of these risks for one or more participations may change the overall value of the Issuer s portfolio. The Issuer strives to limit these risks by diversifying its portfolio, by analysing its investments and by following up its interests. When quoted financial instruments are concerned, they can be traded less frequently and in smaller quantities, because of a limited free float in comparison with the larger companies. This explains why those companies can be subject to large fluctuations in share price. In the quoted part of the portfolio, the Issuer mainly invests in the so-called asset class of small caps (companies with a small stock market capitalization). This asset class can be subject to cycles, with periods of underperformance, like the second half of the nineties, and periods of out performance compared to the overall stock markets, like the period from 2000 until now. A long period of underperformance of small caps could have an impact on the portfolio performance. Unquoted companies have another risk profile: the Issuer invests in these companies with the aim to realize capital gains at a later exit. This exit is subject to the sale of the company or a public quotation on a stock exchange. There is however no guarantee that such an event will actually occur. As this type of companies typically requires external funding to finance its growth, the risk of its shareholders is that the company may run into serious difficulties if it does not, for whatsoever reason, find the appropriate financing. Unquoted companies also entail a certain non-transparency risk. Volatility of growth shares The short term prospects of the Issuer strongly depend on the markets in which it operates, mainly the European market for small and midsize capitalisations of companies active in life sciences and technology as described in more detail under section II of this Prospectus. This is self-evident when quoted companies are concerned as the share prices of the companies invested in are directly reflected in the capital gains or losses the company publishes in its profit and loss accounts. The Issuer invests in companies and sectors, such as information technology, which have a relatively high dependence on the economic cycle. The Issuer also invests in companies and sectors, such as health care, telecommunication services and clean technologies, which can be impacted by external factors such as changes in the regulatory environment in the countries in which they operate, movements in currency exchange rates or input material prices. As a consequence of the technology bubble, the Issuer has incurred significant losses in the period between 2001 and These losses have been incorporated in the capital of the Issuer in The investor should note that the Issuer is bound by the investment rules set out in article 40 of the Royal Decree. The aforementioned article obliges the Issuer to invest a minimum of 70 % of its portfolio (qualified investments) in unquoted companies, companies quoted on a growth market or venture funds with an investment policy similar to the Issuer. However, the investments made in companies quoted on a growth market can never exceed 50% of the qualified investments. It is self-evident that these investment rules limit the scope within which investment decisions to take advantage of market opportunities can be taken. The Royal Decree grants the Issuer a five year transition period as from the implemented capital increase to invest the proceeds hereof in accordance with the aforementioned investment rules. This implies that the Issuer has until 2012 to comply with the provisions of the Royal Decree and has to increase its investments in unquoted securities. Conclusion All of the above as well as market fluctuations, the economic climate and financial transactions in progress could change the overall value of the Issuer s portfolio and increase the volatility of its shares Risks relating to the Shares offered The market of the Issuer s shares and/or the Issuer s preferential subscription rights incorporated by coupon N 7 may only offer limited liquidity. In the context of the proposed issue, the shareholdings of the current shareholders who do not exercise their preferential subscription rights incorporated by coupon N 7 or who transfer them may be diluted, as set out in IV, 7. Additional sales of the Issuer s shares could take place on the market during or after the Offer, which could have a negative impact on the trading price of the Shares. Market fluctuations, the economic climate and financial transactions in progress could increase the volatility of the trading price of the Issuer s shares. The sale of a certain number of shares of the Issuer or preferential subscription rights incorporated by coupon N 7 on the market, or the perception that such sales could occur during the Offer, as regards the preferential subscription rights incorporated by coupon N 7, or during or after the completion of the Offer, as regards the shares of the Issuer, could have an adverse 6 l QUEST FOR GROWTH

8 impact on the trading price of the Shares or the value of the preferential subscription rights incorporated by coupon N 7. At present, the Issuer cannot determine what possible effect the sale of the Issuer s shares or preferential subscription rights incorporated by coupon N 7 on the market would have on the trading price of the Shares or the value of the preferential subscription rights incorporated by coupon N 7. Both existing shareholders of the Issuer, transferees of the preferential subscription rights incorporated by coupon N 7 and other investors have the possibility to subscribe to the Shares offered during the Subscription Period. It is likely that during this period both the net asset value and the share price of the Issuer will vary because of movements on the equity markets and as such impacting the attractiveness of the Offer. 1.2 Background of the Offer The Offer is meant to enable the Issuer to further develop its activities and increase its investments. Moreover, it meets the wish of some of its shareholders to create the possibility for the investors to reinvest part or whole of their dividend in the Issuer through the set up of a reinvestment scheme and not merely by buying extra shares at the stock exchange. Because of both its legal status and its articles of association, the Issuer is obliged to distribute the largest part of its profit by way of dividend distributions, it can not rely on organic growth to finance its growth. Moreover, the Issuer is restricted by law to borrow more then 10% of its capital funds. As a consequence the Issuer is not allowed to leverage its balance sheet for an amount exceeding 10% of its net assets. The Issuer never concluded a written and formal credit agreement. However, it should be noted that the Issuer has a verbal agreement with two banks arranging for an internal credit facility to the benefit of the Issuer. Under this facility, the Issuer is authorized to take up short term straight loans for an aggregate amount of EUR. Up until now, the Issuer has never made any use of these facilities. The Issuer is however considering to take up such straight loan funds to serve as a bridge loan between the date of the payment of its dividend over the accounting year 2006 on 22 March 2007 and the date of the payment of the proceeds of the Offer. The amount to be financed, if any, will take into account the legal constraint mentioned here above. The increase of the share capital will enable the Issuer to gradually increase the amounts invested in unquoted companies which is necessary as the average amount of the venture capital backed capital rounds in Europe is increasing so that the minimum amounts for an investment are likewise going up. The Issuer further expects that its larger capital base will enhance the liquidity of its shares at the stock exchange which is likely to help reduce the discount. This could possibly help to decrease the discount of its share price towards its net asset value. 1.3 Expected timetable of the Offer 15 March 2007 Annual General Meeting of Shareholders Secondary Extraordinary Meeting of Shareholders 16 March 2007 Publication of dividend payment Publication of capital increase details 22 March 2007 Coupon N 6 detachment (representing the dividend) 5 April 2007 Coupon N 7 detachment (representing the preferential subscription right) after close of business Publication of the Prospectus Publication of the Issue Price 10 April 2007 Opening of the Subscription Period relating to Tranche A Opening of the Subscription Period relating to Tranche B Admission of the preferential subscription rights incorporated by coupon N 7 to trading on Eurolist by Euronext Brussels. 24 April 2007 Closing of the Subscription Period relating to both Tranches A and B 26 April 2007 Publication in the Belgian financial press of the results of the Offer and, with respect to Tranche B (if any) the allocation key for the retail investors having subscribed to such Tranche B 30 April 2007 Payment by the subscribers of the Issue Price of the Shares Realisation of the capital increase; Delivery to the subscribers of the Shares; and Admission of the Shares to trading on Eurolist by Euronext Brussels. 1.4 Number of Shares offered ordinary shares of the Issuer without nominal value. 1.5 Issue Price The Issue Price has been determined by the General Meeting of Shareholders between 7,5 EUR and 9,5 EUR per Share. The Issue Price will be determined by the Board of Directors within the framework of the pricing fork in function of the stock quotation, the net asset value per Share, the general market circumstances and the new developments which may have occurred between the day of the Extraordinary General Meeting of Shareholders and the opening of the Subscription Period. The Issue Price will be published in the press on 5 April Proceeds and expenses related to the capital increase If the Offer is fully subscribed to with an Issue Price between 7,50 EUR and 9,50 EUR, the gross proceeds of the Offer will amount to a total between ,50 EUR and ,50 EUR. Assuming that all the Shares are subscribed to, the expenses related to the Offer are estimated at EUR and include, among others, the fees due to the BIFC and Euronext Brussels, the compensation of the selling syndicate, legal and administrative expenses as well as publication costs. Hence, the net proceeds of the Offer, if fully subscribed to, can be estimated at maximum ,50 EUR. 1.7 Percentage represented by the Shares Based on the Issuer s share capital after the capital increase envisaged by the Offer, the number of Shares will represent 20% of the Issuer s share capital. 1.8 Date as of which the Shares carry right The Shares carry right as of the accounting year beginning 1 January Preferential subscription right Although deviating from market practice concerning public offers with preferential subscription rights, the Shares will be offered in two Tranches, A and B. Tranche A consists of the total amount of Shares, which are offered both to the existing shareholders of the Issuer as well as the transferees of their preferential subscription rights incorporated by coupon N 7 at a ratio of 1 Share per 4 coupons N 7. Consequently, Tranche A is being offered in accordance with the preferential subscription rights. Tranche A is non-reducible, i.e. the amount of Shares subscribed to under Tranche A, subject to deliverance of the right amount of preferential subscription rights incorporated by coupon N 7, is fixed. In accordance with Article 16, paragraph 2 of the Royal Decree as referred to in Article 8 bis of the articles of association of the Issuer, all existing shareholders will have a preferential right to subscribe to the Shares. During the Subscription Period from 10 April 2007 up to and including 24 April 2007, the existing shareholders and the transferees will be able to exercise their preferential subscription right to the Shares offered under Tranche A at the price between 7,50 and 9,50 EUR per Share and at the ratio of 1 Share per 4 coupons N 7 representing the preferential subscription rights. The preferential subscription right, represented by the coupon N 7 of the shares, will be separated from the underlying shares on 5 April 2007 after the closing of the stock exchange and will be traded on Eurolist by Euronext Brussels during the Subscription Period. Registered shareholders will receive bearer certificates (coupons N 7) representing the rights with regard to the shares they own. Shareholders or transferees who do not use their preferential subscription QUEST FOR GROWTH l 7

9 right before the end of the Subscription Period will no longer be entitled to do so after the end date hereof. The preferential subscription rights incorporated by coupon N 7 which have not been exercised, will have matured after the closing of the Subscription Period. The holders of matured preferential subscription rights incorporated by coupon N 7 will therefore not be able to trade them on any script market. Tranche B is offered to existing shareholders as well as any other investor who wishes to subscribe to the Shares and equals the amount of Shares which has not been subscribed to under Tranche A. Tranche B is therefore reducible and can, if Tranche A is fully subscribed to, be non-existent. Any subscription to Tranche B is also conditional upon there being any remaining Shares to form Tranche B. The allocation key to retail investors with respect to subscriptions in Tranche B will be published in the Belgian financial press, together with the results of the Offer. The exact number of Shares allotted to the investors will be determined at the end of the Subscription Period by the Joint Global Coordinators and Bookrunners in close consultation with the Issuer. The exact number of Shares allotted to the investors will depend on the respective demand of both retail and institutional investors and on the quantitative and, for institutional investors only, the qualitative analysis of the order book. A minimum of 25% will be alloted to retail investors, provided however that if demand from retail investors is below 25% of Tranche B a larger number of Shares can be allotted to institutional investors. If retail demand largely exceeds the 25% of Tranche B, the percentage allotted to retail investors may be increased accordingly. In case of over-subscription of the Shares in the retail part of Tranche B, the allocation to retail investors will be made on the basis of objective allocation criteria in which, amongst others, preferential treatment shall be given to subscriptions via the Selling Agents Pricing The Issue Price has been established by the General Meeting of Shareholders of 15 March On the proposal of the Board of Directors the General Meeting of Shareholders was asked to establish a price range for the Shares between 7,50 EUR per Share and 9,50 EUR per Share. The General Meeting of Shareholders was also asked to instruct the Board of Directors to establish the definitive price per Share before the commencement of the Subscription Period. The Board of Directors will determine the exact Issue Price within the limits of the price range and in function of the stock quotation, the net asset value per share, the general market conditions and the evolutions which may have occurred between the Extraordinary General Meeting of Shareholders and the opening of the Subscription Period. The Issue Price will be published in the press on 5 April Selling agent(s) Subscription requests are accepted, free of charge, at Bank Degroof NV, Dexia Bank België NV, KBC Securities NV, KBC Bank NV, CBC Banque and ING Belgium NV or at these institutions through any other financial intermediary. Shareholders are invited to request details of the costs that these intermediaries may charge. The Joint Global Coordinators will centralise the requests received by any other financial intermediary Admission of the Shares to trading on Eurolist by Euronext Brussels The request for admission to trading on the regulated market Eurolist by Euronext Brussels of up to Shares has been submitted. The admission will in principle take place on 30 April Intention of the principal shareholders to subscribe Of the principal shareholders of the Issuer, Dexia Bank België NV has informed the Issuer of its intention to subscribe to the Offer Underwriting Subject to the right of the Issuer and the Underwriters not to sign such an agreement, the Issuer and the Underwriters are expected to enter into an underwriting agreement prior to the publication of the result of the Offer. The conclusion of this agreement may depend on various factors including, but not limited to, market circumstances and the subscription results. In the underwriting agreement, the Issuer is expected to make certain representations and warranties and to agree to indemnify the Underwriters against certain liabilities. Subject to the terms and conditions of the underwriting agreement, the Underwriters will severally but not jointly agree to subscribe and/or acquire in their own name each 50% of the Shares with a view to immediately distribute these Shares to the investors concerned. The Underwriters will distribute the Shares to investors upon issue which is subject to the satisfaction or waiver of the conditions that are expected to be contained in the underwriting agreement, such as the receipt by the Underwriters of officer s certificates, comfort letters and legal opinions. The underwriting agreement is also expected to provide, that, upon the occurrence of certain events, such as the suspension of trading on the Eurolist by Euronext Brussels or a material adverse change in or affecting the Issuer s financial condition or business affairs or in the financial markets and certain other events, the Underwriters will have the right to withdraw from the underwriting agreement and Offer before the delivery of the Shares. In such an event, the investors will be informed by publication in the Belgian financial press that no Shares can be delivered and their acceptances are cancelled Dilution The impact of the Offer on the shareholders equity for a shareholder holding 1% of the share capital of the Issuer and not subscribing to this Offer is illustrated below. The calculation has been based on the number of shares representing the capital before the Offer and a subsequent subscription to all Shares offered. Total shares Number Percentage of of the Issuer of shares shareholding Before the Offer ,00% Offer After the Offer ,80% As the Issue Price is lower than the par value and the intrinsic value of the existing shares, a dilution will also occur in this respect. However, if the Issue Price would be fixed at 9,50 EUR it would approach the intrinsic value of the shares of the Issuer Offer, selling and transfer restrictions The Issuer is not taking any action to permit a public offering or sale of the preferential subscription rights incorporated by coupon N 7 or the Shares in any jurisdiction where such offer or sale may not lawfully be made. The preferential subscription rights incorporated by coupon N 7 are being granted, and the Shares are being offered and sold, by the Issuer only in accordance with Regulation S under the Securities Act, in circumstances that will not require the Issuer to register under the Investment Company Act, in those jurisdictions in which, and to those persons to whom, such grant, offer or sale may lawfully be made. Holders of preferential subscription rights incorporated by coupon N 7 who exercise or transfer their preferential subscription rights incorporated by coupon N 7, and purchasers or transferees of such preferential subscription rights or the Shares, will be deemed to have made the representations, warranties and agreements set out in Restrictions on the Offer, Sale and Transfer of the Preferential subscription rights incorporated by coupon N 7 and the Shares. 2 Information relating to the Issuer 2.1 History and development of the Issuer The Issuer is an investment company ( PRIVAK ) that focuses on European technology-based growth companies in sectors such as life sciences, information technology, software, semiconductors, telecom, electronics, new materials and special situations in other venture capital sectors. As per 31 8 l QUEST FOR GROWTH

10 December 2006, funds under management amount to EUR before dividend, and capital and reserves amount to EUR after the dividend payment on 22 March 2007, if accepted by the General Meeting of Shareholders on 15 March 2007 on proposal of the Board of Directors. The Issuer has been quoted on Euronext Brussels since 23 September The privak, created by Royal Decree of 18 April 1997, is an investment vehicle for investments in private equity and in growth companies. 2.2 Overview of the Issuer s activities The Issuer invests in growth companies with the objective of converting capital gains into a largely tax-free income through the privak structure. A large part of the portfolio is invested in growth companies quoted on European stock exchanges (Euronext, London Stock Exchange, Deutsche Börse etc.) and other regulated markets. The balance is invested in unquoted companies working towards a quotation on a stock exchange or trade sale within 18 months. Investments in start-up companies or early stage companies are allowed, but are rather exceptional. Investments in unquoted companies and unquoted venture funds have to be at least 35 % of the Issuers assets. Up to 15 % of the assets can be invested in venture or private equity funds having an investment policy compatible with that of the Issuer. 2.3 General information on the Issuer Share capital As per 31 December 2006, the Issuer s share capital was ,32 EUR, represented by 750 A shares, 250 B shares and ordinary shares without nominal value. If the Offer is fully subscribed to, the Issuer s share capital after capital increase will amount to a maximum of ,82 EUR, represented by 750 A shares, 250 B shares and ordinary shares Publicly available documents of the Issuer The annual accounts of the Issuer as well as the reports related thereto are filed with the National Bank of Belgium. The articles of association and the special reports of the Issuer required by Belgian corporate law are available at the clerk s office of the Commercial Court of Leuven. These documents, as well as the annual and quarterly reports and all published information intended for shareholders, can also be obtained at the Issuer s registered office or downloaded from its website. The Issuer s annual accounts and adherent reports are sent every year to all registered shareholders and other persons who so desire Directors and statutory auditor of the Issuer on 31 December 2006 Directors: All directors are appointed up to and including the Annual General Meeting of Shareholders which assesses the results or the accounting year ending 31 December Dr. Jos B. Peeters Chairman Quest Management NV Managing Director, represented by Mr René Avonts, Managing Director of Quest Management NV Bergendal & Co SPRL Vice Chairman, Independent Director, represented by Count Diego du Monceau de Bergendal Tacan BVBA Vice Chairman, represented by Mr Johan Tack Pamica NV Independent Director, represented by Mr Michel Akkermans Auxilium Keerbergen BVBA Independent Director, represented by Mr Frans Theeuwes Gengest BVBA Independent Director, represented by Mr Rudi Mariën Prof. Koenraad Debackere Independent Director Euro Invest Management NV Director, represented by Prof. Philippe Haspenslagh De Meiboom NV Director, represented by Mr Leo Claeys Mr Dirk Vanderschrick Director Statutory auditor: Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren Burg. CV (KPMG), represented by Mr Erik Clinck, appointed up to and including the Annual General Meeting of Shareholders which assesses the results for the accounting year ending 31 December The Board of Directors of the Issuer will propose to the Annual General Meeting of Shareholders of 15 March 2007 to appoint Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren Burg. CV, Bourgetlaan 40, B-1130 Brussels, represented by Mr Erik Clinck, for a three year mandate, ending after the Annual General Meeting of Shareholders which will be convened to approve the annual accounts of the accounting year ending 31 December It is put to the Annual General Meeting of Shareholders that KPMG will receive an annual index-linked fee of EUR Shareholding The following shareholder(s) have notified the Issuer of their interest of 5% or more in the Issuer: Name and address Number of shares % Date of declaration Dexia Bank België NV ,78% 15/11/2005 Pachecolaan Brussels KBC Asset Management NV ,13% 12/09/2006 Havenlaan Brussels 2.4 Summary of the income statement Summary of the income statement 1 January July July December December June months 6 months 12 months Revised * Operating income and charges Gross operating income Depreciation and other 0 ( ) ( ) amounts written off Other operating charges ( ) ( ) ( ) Operating Profit / Loss Financial income Financial charges ( ) ( ) ( ) Profit / Loss on ordinary activities before taxes Income taxes (324) (494) 0 Profit / Loss for the period * Requalification of dividends received from operating income to financial income. The balance sheet as per 30 June 2005 has been revised in accordance with the aforementioned requalifiquation. On 15 September 2005 the General Meeting of Shareholders decided to change the end of the accounting year to 31 December Summary of the balance sheet December 31 December 30 June ASSETS Fixed assets Formation expenses ,869 Financial assets Current assets Amounts receivable within one year Short term investments Cash at bank and in hand Deferred charges and accrued income TOTAL ASSETS LIABILITIES Capital and Reserves Issued capital * Reserves Profit carried forward Loss carried forward 0 0 ( ) Amounts payable Amounts payable within one year Accrued charges and deferred income TOTAL LIABILITIES *The issued capital of the Issuer was decreased by ,19 EUR by decision of the Extraordinary General Meeting of Shareholders of 15 September 2005, increased by EUR through the exercise of warrants on 8 November 2005 and subsequently decreased again by EUR as a consequence of a decision of the Extraordinary General Meeting of Shareholders of 10 November QUEST FOR GROWTH l 9

11 2.5 Prospects The Issuer intends to use the proceeds of the capital increase to finance its expansion as a pan European investor in both quoted and unquoted companies mainly active in the sectors life sciences and technology. As its overall assets will increase with the amount of the capital raised, the Issuer will be in the position to increase the amount invested in a particular portfolio company both for quoted (taking into account the liquidity of the stock) and unquoted companies. The latter is important as the average amount of capital rounds in the European venture capital environment is rising which is resulting likewise in higher amounts per single investor. It should be noted that as a consequence of the capital increase and the investment rules of the Royal Decree, the Issuer has to increase its investments in unquoted companies in the near future. The short term prospects of the Issuer strongly depend on the markets in which it operates, mainly the European market for small and midsize capitalisations of companies active in life sciences and technology. This is selfevident when quoted companies are concerned as the share prices of the companies invested in are directly reflected in the capital gains or losses the company publishes in its profit and loss accounts. Also the opportunities and magnitudes of profits resulting from divestments out of the private equity portfolio are often market related. A good initial public offering window at attractive pricings will normally only be present when stock exchanges for quoted companies are doing well. Likewise, prices stemming from a trade sale may be strongly influenced by the market capitalizations at the stock exchange. The latter phenomenon is explained by the fact that trade sales and initial public offerings are often potential alternatives when a company is looking for an exit. Moreover when calculating the value of an unquoted company, analysts often use the stock prices of a peer group of comparable companies to estimate the market price of the company involved. II RISK FACTORS 1 Risks relating to the Issuer By its very nature, any investment in securities involves risks. The attention of the investor is drawn to the fact that the list of risks below is not exhaustive and other unforeseen risks may exist, the occurrence of which is not considered at the date of this document likely to have an adverse impact on the Issuer, its activities or its financial situation. 1.1 General risks. The Issuer mainly invests in a large variety of growth companies. Despite the fact that investments in growth companies offer more chances to realise capital gains than large, mature companies, they also offer special risks, the details and analysis of which are described in their respective management reports and registration documents in compliance with current law. Those smaller companies have more often only one product line, are active in niche markets and have limited financial means. They can be dependent upon a small management team. All those aspects result in companies that are very sensitive to changes in one of those factors, ultimately influencing their value. When quoted financial instruments are concerned, they can be traded less frequently and in smaller quantities, because of a limited free float in comparison with the larger companies. This explains why those companies can be subject to large fluctuations in share price. In the quoted part of the portfolio, the Issuer mainly invests in the so-called asset class of small caps (companies with a small stock market capitalization). This asset class can be subject to cycles, with periods of underperformance, like the second half of the nineties, and periods of out performance compared to the overall stock markets, like the period from 2000 until now. A long period of underperformance of small caps could have an impact on the portfolio performance. The risk profile of unquoted companies however is different. The Issuer invests in these companies with the aim to realize capital gains at a later exit. This exit is subject to the sale of the company or a public quotation on a stock exchange. There is however no guarantee that such an event will actually occur. As this type of companies typically requires external funding to finance its growth, the risk of its shareholders is that the company may run into serious difficulties if it does not, for whatsoever reason, find the appropriate financing. The Issuer intends to increase the size-range of its unquoted investments thanks to its higher capital base. As from 30 June 2003 up to and including 31 December 2006 the capital funds increased from EUR up to EUR (not taking into account the proposed dividend over the accounting year 2006). This implied a growth of more than 100%. If all the Shares are actually subscribed to, depending on the Issue Price, a growth percentage of approximately 150 % will be realized between June 2003 and the end of the period of the Offer. Over this same period, the Issuer practiced a target range for the size of its unquoted investment between EUR and EUR. The Issuer announced that one of the purposes of the intended increase of its share capital is to set the upper limit of its target range for unquoted investments at EUR. While the decision is not negatively affecting the risk profile of the Issuer, it may have an impact when comparing with the situation just prior to the Offer as heavier weighing of individual unquoted stocks may cause larger losses when things go wrong. Also the opportunities and magnitudes of profits resulting from divestments out of the private equity portfolio are often market related. A good initial public offering window at attractive pricings will normally only be present when stock exchanges for quoted companies are doing well. Likewise, prices stemming from a trade sale may be strongly influenced by the market capitalizations at the stock exchange. The latter phenomenon is explained by the fact that trade sales and initial public offerings are often potential alternatives when a company is looking for an exit. Moreover when calculating the value of an unquoted company, analysts often use the stock prices of a peer group of comparable companies to estimate the market price of the company involved. 1.2 Volatility of growth shares The Issuer mainly invests and will continue investing in listed and unquoted growth stocks. Growth stocks in this respect are companies active in certain sectors, collectively known as Technology and Life Sciences. Technology stocks went through the so called technology bubble and burst of the bubble in the years characterized by very sharp increases of the stock prices in 1999 and the beginning of 2000 followed by dramatic decreases immediately thereafter. This phenomenon is illustrated by the below graphic showing the evolution of the price of technology stocks in terms of forward price /earnings ratios 1 for the sector over 12 years and also indicating the price premium for technology stocks toward the broader market for the same period. The graphic clearly demonstrates the dramatic changes in valuation of technology stocks as compared to the general index in the period l QUEST FOR GROWTH 1 price earnings ratio, based on 12 month forward looking earnings expected by annalists (consensus JCF)

12 Since then both pricings and volatilities for technology stocks decreased and stabilized in the period thereafter while the still existing- price premium towards the broader market was reduced from over 150% down to 35% at the end of 2006 which latter figure is considered justified by the fact that the growth perspectives of the technology sectors still appear more promising than those of the broader market. The 35% premium is also the average figure over the period if we exclude the bubble years. Nevertheless it may not be totally excluded that the bubble phenomenon repeats itself to some extend sooner or later leaving in particular the investors who invest at the high point of the bubble with heavy losses after a possible new burst. The Issuer is bound by the investment rules set out in article 40 of the Royal Decree. The aforementioned article obliges the Issuer to invest a minimum of 70 % of its portfolio (qualified investments) in unquoted companies, companies quoted on a growth market or venture funds with an investment policy similar to the Issuer. However, the investments made in companies quoted on a growth market can never exceed 50% of the qualified investments. It is selfevident that these investment rules limit the scope within which investment decisions to take advantage of market opportunities can be taken. It should be noted that according to a standing interpretation of the Royal Decree, the Issuer is granted a five year transition period as from the implemented capital increase to invest the proceeds hereof in accordance with the aforementioned investment rules. This implies that the Issuer has until 8 November 2010 to invest the proceeds of the capital increase dating 8 November 2005 and to comply with the provisions of the Royal Decree and increase its investments in unquoted stock. Because of the lack of investment opportunities in unquoted companies in the past, the Issuer had to be granted two repair periods by the Banking, Finance and Insurance Commission within the framework of an administrative procedure based on article 134, 1,1 of the law of 4 December 1990 concerning the financial transactions and financial markets in order to respect the investment rules set out in the Royal Decree. As per February 2005, taken into account the aforementioned transition period, the Issuer fully complies with its investment requirements. 1.4 Conclusion The Issuer and its investors actually underwent the bubble severely. In the up going phase, this lead to a spectacular profit of 20,83 EUR per share and a dividend of 13,80 EUR per share for the accounting year ending on 30 June However the 3 subsequent accounting years were all closed with a loss of respectively 3,60 EUR, 9,10 EUR and 2,62 EUR per share. The losses accumulated during these 3 years totalized overall EUR which reduced the Issuer s remaining assets down to EUR as per 30 June Because of these accumulated losses and not withstanding the profits made over the 2 subsequent accounting years, the Issuer was not authorized legally to pay dividends until the Extraordinary General Meeting of Shareholders which decided to absorb the balance of the then outstanding accumulated losses of EUR through a capital decrease on 15 September The short term prospects of the Issuer strongly depend on the markets in which it operates, mainly the European market for small and midsize capitalisations of companies active in life sciences and technology as described above. This is self-evident when quoted companies are concerned as the share prices of the companies invested in are directly reflected in the capital gains or losses the company publishes in its profit and loss accounts. 1.3 Risks relating to the sectors invested in by the Issuer The Issuer invests in companies and sectors, such as information technology and biotechnology, which are characterized by stock price volatility which can be above the market average. The Issuer invests in companies and sectors, such as information technology, which have a relatively high dependence on the economic cycle. An economic downturn in the global economy or in the local economies, in which the portfolio companies operate, could have an adverse effect on the value or stock prices of these companies. The Issuer invests in companies and sectors, such as health care, telecommunication services and clean technologies, which can be impacted by changes in the regulatory environment in the countries in which they operate. The Issuer invests in companies which can be impacted by other external factors, such as movements in currency exchange rates or input material prices. The possible realisation of these risks for one or more participations may change the overall value of the Issuer s portfolio. The Issuer strives to limit these risks by diversifying its portfolio, by analysing its investments and by following up its interests. All of the above as well as market fluctuations, the economic climate and financial transactions in progress could increase the volatility of the trading price of the Issuer s shares. The possible realisation of the risks mentioned above for one or more participations may change the overall value of the Issuer s portfolio. The Issuer strives to limit these risks by diversifying its portfolio, by analysing its investments and by following up its interests. The investors should also note that on 15 September 2005, the capital was reduced by EUR to EUR by means of a capital reduction without reducing the number of shares. This capital reduction was decided upon to clear incurred losses and to safeguard dividend distribution. The discount of the share price of the Issuer towards its net asset value per share decreased from levels well over 30% some years ago down to 19% at the end of The most recent calculation shows that the discount rate of the share price towards its net asset value per 28/02/2007 was 14,27%. The capital increase envisaged by this Prospectus and the enhanced liquidity as a result thereof, would help to decrease this discount further and to reduce the spread between the bid and the offer prices applied on the stock exchange. 2 Risks relating to the Shares The market for the Shares and/or the Issuer s preferential subscription rights incorporated by coupon N 7 may only offer limited liquidity. In the context of the proposed issue, the shareholdings of the current shareholders who do not exercise their preferential subscription rights incorporated by coupon N 7 or who transfer them may be diluted, as set out in IV, 7. Additional sales of the Issuer s shares could take place on the market during or after the Offer, which could have a negative impact on the trading price of the Shares. In recent years, significant fluctuations have occurred on the stock markets which often had little to do with the results of the companies of which the shares were quoted. These market fluctuations, the economic climate as well as financial transactions in progress could increase the volatility of the trading price of the Shares. The sale of a certain number of shares of the Issuer or preferential subscription rights incorporated by coupon N 7 on the market, or the perception that such sales could occur during the Offer, as regards the preferential subscription rights incorporated by coupon N 7, or during or after the comple- 2 The Issuer found itself in the situation described in article 633 of the Belgian Companies Code in the accounting years and QUEST FOR GROWTH l 11

13 tion of the Offer, as regards the shares of the Issuer, could have an adverse impact on the trading price of the Shares or the value of the preferential subscription rights incorporated by coupon N 7. The Issuer cannot currently determine what possible effect the sale of shares of the Issuer or preferential subscription rights incorporated by coupon N 7 on the market would have on the trading price of the Shares or the value of the preferential subscription rights incorporated by coupon N 7. Both existing shareholders of the Issuer, transferees of the preferential subscription rights incorporated by coupon N 7 and other investors have the possibility to subscribe to the Shares offered during the Subscription Period. It is likely that during this period both the net asset value and the share price of the Issuer will vary because of movements on the equity markets and as such impacting the attractiveness of the Offer. In order to respect the preferential subscription rights incorporated by coupon N 7 of the existing shareholders of the Issuer, the Shares are offered in two Tranches, A and B. Tranche A is formed by the total amount of Shares and is irreducible of nature. The subscriptions made under Tranche A are therefore unconditional. The number of Shares offered under Tranche B however is not known. The subscriptions made under Tranche B, which is reducible, are conditional and can therefore be cancelled. The risk exists that the investors who have subscribed to Shares offered under Tranche B will sell the Shares which have been allocated if the amount of Shares subscribed is reduced. III RESTRICTIONS APPLICABLE TO THE OFFER, SALE AND TRANSFER OF THE PREFERENTIAL SUBSCRIPTION RIGHTS INCORPORATED BY COUPON N 7 AND THE SHARES The distribution of this Prospectus and the subscription of Shares may, in certain countries, be governed by specific regulations. In particular, this Prospectus may not be distributed, forwarded or transmitted in or into the United States. This Prospectus may not be distributed, forwarded or transmitted in or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. Individuals in possession of this Prospectus must inquire about possible local restrictions and conform thereto. Not withstanding the preferential subscription right of the shareholders, of which the Issuer cannot legally deviate, it is insured that in the framework of the public offering outside Belgium restrictions are respected to the effect that authorised intermediaries cannot permit exercise of preferential subscription rights incorporated by coupon N 7 or subscription to new Shares for clients whose address is situated in a country where such restrictions apply and such notices shall be deemed null and void. Preferential subscription rights incorporated by coupon N 7 will not be granted to, and may not be exercised by, any shareholder with a securities account that has a registered address in the United States, nor may preferential subscription rights incorporated by coupon N 7 be transferred to any such shareholder. Exercise or subscription instructions sent from or postmarked in the United States will be deemed to be invalid, and the new Shares will not be delivered to any address in the United States. The Issuer and the Joint Global Coordinators reserve the right to reject the exercise of preferential subscription rights incorporated by coupon N 7 or the subscription for new Shares in the name of any person who provides an address in the United States for payment, acceptance or delivery. 1 Member States of the European Economic Area No offer relating to the Shares has been or shall be made to the public in any member state of the European Economic Area other than in Belgium, except that the Offer may be made in any member state of the European Economic Area under one of the following exemptions set out in EU Directive 2003/71/EC assuming such exemptions have been implemented in that member state of the European Economic Area: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last accounting year; (ii) a total balance sheet of more than EUR and (iii) an annual net turnover of more than EUR, as shown in its last annual or consolidated accounts; (c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Shares in any member state of the European Economic Area shall result in a requirement for the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospective Directive. For the purposes of this provision, the expression an offer to the public in relation to any new shares in any member state of the European Economic Area means the communication in any form and by any means of information on the terms of the offer and the new shares to be offered so as to enable an investor to decide to subscribe to any shares, as the case may be varied in that member state of the European Economic Area by any measure implementing the Prospectus Directive in that member state of the European Economic Area. 2 Switzerland This Prospectus does not constitute a public offering prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Code of Obligations. The Issuer is not registered with the Swiss Federal Banking Commission and its Shares are not authorized for public distribution in or from Switzerland. It is neither subject to the approval and licensing requirements of the Swiss Federal Act on Collective Investment Schemes of June 23, 2006 ( CISA ), nor subject to any supervision by the Swiss Federal Banking Commission. Public solicitation or marketing of the Shares in and from Switzerland is not permitted and the Shares will be offered in Switzerland exclusively to qualified investors as defined in the CISA. This 12 l QUEST FOR GROWTH

14 Prospectus may not be issued, circulated or distributed in or from Switzerland, except under ex-ceptional circumstances hereinafter described, and is not intended as an offer or solicitation with respect to the purchase or sale of the Shares by the pub-lic. This Prospectus may be distributed to qualified investors as defined in the CISA, provided that such distribution does not occur as a result of, or in connec-tion with, public solicitation or marketing with respect to the purchase or sale of the Shares. 3 United States Neither the Issuer, nor any of its agents, affiliates or intermediaries has offered, sold, or solicited an offer to buy any securities of the Issuer in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia) or to a US Person at any time. Neither the Issuer, nor any of its agents, affiliates or intermediaries has used and, such persons will not use, the US mails or any means or instrumentalities of US interstate commerce in connection with such an offer, sale or solicitation of an offer to buy any securities of the Issuer. The General Meeting of Shareholders stated that in accordance with the existing legal status of the Issuer, it is in the company interest of the Issuer and in the interest of its shareholders that the envisaged capital increase through a public subscription does not lead to a mandatory registration of the Issuer under the aforementioned regulations. The preferential subscription rights incorporated by coupon N 7 and the Shares have not been and will not be registered under the US Securities Act, as amended (the Securities Act ), or with any state securities commission or any other regulatory authority in the United States. The Issuer has not been and will not be registered under the US Investment Company Act, as amended (the Investment Company Act ), and investors will not be entitled to the benefits thereof. Accordingly, the preferential subscription rights incorporated by coupon N 7 and the Shares may not be offered or sold in the United States, or to, or for the account or benefit of, any US Person. However, this does not preclude the transfer of the preferential subscription rights incorporated by coupon N 7 and the Shares by the investor on Eurolist by Euronext Brussels. The Joint Global Coordinators will not, except as permitted by any underwriting agreement, offer or sell new Shares as part of their distribution at any time within the United States or to, or for the account or benefit of, US Persons. The preferential subscription rights incorporated by coupon N 7 and the Shares are being offered outside the United States to non-us Persons in reliance on Regulation S under the Securities Act. Any person who exercises preferential subscription rights incorporated by coupon N 7 or acquires the new Shares will be deemed to have represented, warranted and agreed, by accepting the Prospectus and the delivery of the preferential subscription rights incorporated by coupon N 7 or the new Shares, that: (i) on the date of the delivery and the acquisition of the preferential subscription rights incorporated by coupon N 7 and the Shares, he is not and any person for whose account or benefit he is acquiring preferential subscription rights or Shares is not a US Person; (ii) at the time the buy order for the Shares originated, he and any person for whose account or benefit he is acquiring the preferential subscription rights incorporated by coupon N 7 or the Shares were outside the United States, and the preferential subscription rights incorporated by coupon N 7 and the Shares were acquired in an offshore transaction, i.e. the offer is not made to a person in the United States, in accordance with the requirements of Regulation S under the Securities Act; (iii) he is purchasing the preferential subscription rights incorporated by coupon N 7 or the Shares for his own account or for one or more investment accounts for which he is acting as fiduciary or agent, in each case for investment only, and not with a view to or for sale or transfer in connection with any distribution of the preferential subscription rights incorporated by coupon N 7 or the Shares in any manner that would violate the Securities Act, the Investment Company Act or any other applicable securities laws; (iv) he and any person for whose account or benefit he is acquiring the preferential subscription rights incorporated by coupon N 7 or the Shares are Non-United States persons as defined in United States Commodities Futures Trading Commission Rule 4.7(a)(1)(iv) ( CFTC Rule 4.7(a)(1)(iv) ). Under CFTC Rule 4.7(a)(1)(iv), Non-United States person means: (A) a natural person who is not a resident of the United States; (B) a partnership, corporation or other entity, other than an entity organized principally for passive investment, organized under the laws of a Non-United States jurisdiction and which has its principal place of business in a Non-United States jurisdiction; (C) an estate or trust, the income of which is not subject to United States income tax regardless of source; (D) an entity organized principally for passive investment such as a pool, investment company or other similar entity; provided, that units of participation in the entity held by persons who do not qualify as Non- United States persons or otherwise as qualified eligible persons represent in the aggregate less than 10% of the beneficial interest in the entity, and that such entity was not formed principally for the purpose of facilitating investment by persons who do not qualify as Non- United States persons in a pool with respect to which the operator is exempt from certain requirements of Part 4 of the US Commodity Futures Trading Commission s regulations by virtue of its participants being Non-United States persons; and (E) a pension plan for the employees, officers or principals of an entity organized and with its principal place of business outside the United States; (v) he recognizes that the preferential subscription rights incorporated by coupon N 7 and the Shares have not been and will not be registered under the Securities Act; (vi) he recognizes that the Issuer has not been and will not be registered under the Investment Company Act and that the Issuer has established restrictions for transactions not involving any public offering in the United States and on the offer, sale and transfer of the preferential subscription rights incorporated by coupon N 7 and the Shares, to ensure that the Issuer is not and will not be required to register under the Investment Company Act; (vii) he will not use any means of interstate commerce to offer, sell, pledge or otherwise transfer the preferential subscription rights incorporated by coupon N 7 or the Shares to persons who are US Persons (within the meaning of Regulation S under the Securities Act) and in circumstances that will require the Issuer to register under the Investment Company Act; (viii) he recognizes that the Issuer may receive a list of participants holding positions in its securities from one or more book-entry depositories, that the Issuer reserves the right to make enquiries of any holder of the Shares or interests therein at any time as to such holder s status under the securities laws of the United States, and to require any such holder who has not satisfied the Issuer that such holder is holding appropriately under the securities laws of the United States to transfer such Shares or interests immediately under the direction of the Issuer; (ix) he has received and carefully read this Prospectus, and has not distributed, forwarded, transferred or otherwise transmitted this Prospectus or any other presentation or offering materials relating to the preferential subscription rights incorporated by coupon N 7 or the Shares to any persons in the United States or to any US Person, nor will he do any of the foregoing; (x) he is entitled to exercise and acquire the preferential subscription rights incorporated by coupon N 7 and to subscribe for the Shares under the laws of all relevant jurisdictions that apply to him; he has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and he has paid any issue, transfer or other taxes due in connection with the acceptance of the preferential subscription rights incorporated by coupon N 7 or the Shares in all such jurisdictions and he has not taken any action or omitted to take any action which will or may result in any of the Issuer, the Joint Global Coordinators or any of its or their respective QUEST FOR GROWTH l 13

15 directors, officers, affiliates, agents or advisers acting in breach of the legal and regulatory requirements of any jurisdiction in connection with the Offer or his participation therein, or his exercise or acquisition of the preferential subscription rights incorporated by coupon N 7 or his subscription for the Shares; and (xi) the Issuer, the Joint Global Coordinators and any of its or their respective directors, officers, affiliates, agents or advisers as well as any other third party may rely on the truthfulness and accuracy of the aforementioned representations, warranties and agreements. He has the capacity to make such representations, warranties and agreements, and if he is accepting or acquiring any preferential subscription rights incorporated by coupon N 7 or Shares as a fiduciary or agent for one or more accounts or persons, he has sole investment discretion with respect to, and full power to make representations, warranties and agreements on behalf of, each such account or person. If he knows or has reason to believe that any of these representations, warranties or agreements are or may no longer be accurate or complied with, he will immediately notify the Issuer. Unless otherwise indicated, the terms used in this section have the meaning given to them in Regulation S under the Securities Act. IV INFORMATION ON THE OFFER 1 Person responsible 1.1 Person responsible for the Prospectus Quest for Growth NV/SA, PRIVAK, a closed-end investment company duly incorporated and validly existing under Belgian law, with its registered office at Lei 19, bus Leuven (Belgium) and represented by Dr. Jos B. Peeters, chairman of the Board of Directors of the Issuer and Quest Management NV, managing director of the Issuer, represented by Mr. René Avonts, managing director of Quest Management NV. 1.2 Declaration of the person responsible for the Prospectus After having taken all reasonable steps to this effect, the Issuer declares that, to the best of its knowledge, the information in this Prospectus fairly reflects the current situation and that no material information has been omitted. For the Issuer Dr. Jos B. Peeters, chairman of the Board of Directors of the Issuer Quest Management NV, managing director of the Issuer, represented by Mr René Avonts, managing director of Quest Management NV 2 Key information 2.1 Working capital statement In the Issuer s opinion, the working capital is sufficient for the Issuer s present requirements. 2.2 Purpose of the Offer and use of the proceeds The Extraordinary General Meeting of Shareholders of 15 September 2005 decided to fix the share capital of the Issuer at ,31 EUR. On 8 November 2005 the issued capital increased by EUR as a consequence of the issue and subsequent exercise of warrants. Subsequently, the Board of Directors decided upon a capital reduction of EUR to create reserves for the same amound. As per 31 December 2006 the issued capital is ,32 EUR The Board of Directors agreed on 15 January 2007 to propose an increase of the share capital with maximum ,5 EUR represented by ordinary shares simultaneously with the payment of the dividend resulting from the accounting year The Board of Directors motivated its decision with the following arguments: at the occasion of the Annual General Meeting of Shareholders on 2 February 2006 which approved the proposal of the Board of Directors to distribute 100% of the net result made in the accounting year 2005, several shareholders requested to create the possibility for the investors to reinvest part or whole of their dividend in the Issuer through the set up of a reinvestment scheme and not merely by buying extra shares at the stock exchange. The Board of Directors moreover believes it is in the Issuer s interest to gradually increase its dimension: the European venture capital market is clearly consolidating and as a result thereof the size of the capital rounds is going up. The minimum tickets to participate in syndicated capital rounds are likewise increasing. At present the Issuer never invested more than EUR in a private company. It would like however to have the opportunity to increase this amount. This goal can only be achieved through an increase of its asset base. As the Issuer is not authorised by law to borrow more then 10% of its assets, the increase of its asset base can only be realised through a capital increase 3. The Issuer has never concluded a written and formal credit agreement. However, it should be noted that the Issuer has a verbal agreement with two banks arranging for an internal credit facility to the benefit of the Issuer. Under this facility, the Issuer is authorized to take up short term straight loans for an aggregate amount of EUR. Up until now, the Issuer has never made any use of these facilities. The Issuer is however considering to take up such straight loan funds to serve as a bridge loan between the date of the payment of its dividend over the accounting year 2006 on 22 March 2007 and the date of the payment of the proceeds of the Offer. The amount to be financed, if any, will take into account the legal constraint mentioned here above. As a quoted company, the Issuer sees several benefits for its shareholders in an increase of its share capital and consequently of its market capitalisation: a market capitalisation exceeding EUR is a strategic goal, as many institutional investors consider this amount to be the minimal level to invest in a quoted company. This could possibly help to increase the liquidity of the Issuer s shares on the stock exchange, decrease the discount of its share price towards its net asset value and reduce the spread between the bid and the offer prices applied on the stock exchange. 3 Information about the Shares 3.1 Type and class of the Shares The Shares will be ordinary shares of the Issuer of the same class as the existing ordinary shares of the Issuer. The Shares will be entitled to dividends as from the accounting year beginning 1 January 2007 (coupon N 8 attached). The Shares will be traded under the ISIN code BE l QUEST FOR GROWTH 3 Article 50, paragraph 3 of the Royal Decree stipulates that an investment company can borrow more than 10 % of its capital funds if it in its turn lends the same amount for the sole purpose of buying currencies and if its net debt position remains unchanged.

16 3.2 Applicable law and jurisdiction The Shares will be issued under and in accordance with Belgian law. In the event of legal proceedings the competent courts will be the courts of the jurisdiction in which the registered office of the Issuer is situated. 3.3 Form of the Shares The subscriber to the Shares has the choice of receiving shares (i) in the form of bearer securities recorded in an account with a financial intermediary, (ii) in the form of physical bearer securities in denominations of 1, 10, 50, 100, 1000 shares or (iii) in registered form. Subscribers are invited to request details of the costs which their intermediaries may charge for the physical delivery of securities. These costs amount to 10 EUR (+VAT) at Dexia Bank België NV and to 10 EUR (+VAT) at KBC Bank NV. The physical delivery of the Shares in the context of this Offer is not subject to a tax of 0,6%. The holders of securities may at any time and at their cost request the conversion of their registered Shares into bearer Shares and vice versa. In compliance with the law of 14 December 2005 on the abolition of the bearer securities, the Issuer will only issue registered or dematerialised securities as from 1 January The modification of the articles of association to this respect has been put on the agenda of the Annual General Meeting of Shareholders of 15 March The law of 14 December 2005 also stipulates that as from 1 January 2008 securities held in a securities account can no longer be physically delivered and will be automatically converted to dematerialised securities. The aforementioned law also implies that in time physically delivered bearer securities will have to be converted into registered or dematerialised securities. 3.4 Currency of the Offer The Offer will be made in EUR. 3.5 Rights attached to the shares of the Issuer Investors should be aware that there are three categories of shares: ordinary shares, class A shares and class B shares. The shares offered in the framework of the Offer are new ordinary shares of the Issuer without nominal value. The rights attached to the different categories of shares can be summarised as follows. Right to share in the results of the Issuer The shareholders of the Issuer have the right to share in the result of the Issuer under the conditions laid down by Belgian corporate law and by the articles of association of the Issuer. The Shares will give entitlement to the full dividend of the accounting year beginning 1 January 2007 and the following years. The dividends, if any, are distributed as described below. The Issuer s net annual profit is determined according to its statutory provisions. Although article 57 of the Royal Decree only imposes a distribution of 80 % of the net profit, the Issuer s articles of association contain a provision obliging it to pay out at least ninety percent (90%) of the income it has earned so that shareholders subject to company tax can receive favorable tax treatment (see IV, 3.10). It should be noted however that income is defined as net realised gains. Realised gains (or losses) arise when a holding is sold. Until then, any gain (or loss) is unrealised. Of the income earned, only the net profit of the Issuer, i.e. the profit of the accounting year less the reductions in value included in the profit and loss statement, the withdrawal on the reductions in value and the non-realised capital gains lessened by the amount corresponding to a net decrease of the debts is subject to the mandatory dividend distribution. The above could result in a situation of the dividend in a good year being smaller than expected if there is a large unrealised gain which cannot be realised. Moreover, article 617 of the Belgian companies code implies that regardless of any profit having been made, a company may not proceed to any dividend distribution, if on the closing date of the latest accounting year, the net assets as set out in the company s annual accounts, are (or following such a distribution would become) lower than the amount of the paid-up capital (or if higher, the called-up capital) plus those reserves which may not be distributed under the law or the articles of association (the so-called net asset test ). The holders of class A and class B shares of the Issuer receive a preference dividend. That preference dividend is paid out of the part of the net profit that exceeds the amount necessary to pay out to all the shareholders a dividend equal to five percent (5%) nominal calculated on basis of the capital and reserves as they are expressed on the balance sheet after appropriation of the net profit at the beginning of the accounting year to which the dividend relates. Of that surplus amount twenty percent (20%) is paid out to holders of class A and class B shares of the Issuer as preference dividends. The remaining eighty percent (80%) is distributed equally amongst all shareholders. Capital increases effectuated during the year are included in the calculation on a pro rata temporis base. It should be noted that the Board of Directors has drawn up a report in accordance with article 560 of the Belgian companies code in which it substantiates its proposal to the Extraordinary General Meeting of Shareholders of 15 March 2007 to replace the hurdle rate, used to calculate the preferential dividend granted to the class A and B shares, from 5% on an annual basis by a variable hurdle rate. This variable hurdle rate is based on a risk free premium equal to the rate of a long term interest rate at the close of the business day prior to the Annual General Meeting of Shareholders plus a fixed risk premium of 1,5%. The Board of Directors has decided to define the long term interest rate as the yield of a German generic Bund 10 years (Bloomberg Code: GDBR10). The Bund 10 years is a German government note comparable to the Belgian OLO s. The Bund-10 years is considered to be the benchmark interest rate on the capital markets for the EUR currency. The Board of Directors will determine the final rate of the reference index on the business day preceding the Annual General Meeting of Shareholders and will communicate this final rate as being the long term interest rate for the current accounting year. The board of directors of a Belgian company can in accordance with Belgian law, decide to pay interim dividends. It shall fix the amount of the said interim dividends and the date of their payment. According to the law, the right to receive dividends on registered shares lapses five years after the payment date of these dividends. The right to claim dividends on bearer shares does not lapse except if the Issuer lodges the dividends with the Bank for Official Deposits (Deposito- en Consignatiekas/Caisse des Dépôts et Consignations), in which case the right to claim dividend lapses thirty years after the date on which these dividends were lodged. The Belgian state then becomes the beneficiary of all unclaimed dividends on bearer shares. Voting right The General Meeting of Shareholders consists of all holders of shares of the Issuer. Each share entitles the holder to one vote. Preferential subscription right The General Meeting of Shareholders or the Board of Directors cannot decide to increase the capital through the issue of Shares to be subscribed to in cash, other than by respecting the preferential subscription rights of the existing shareholders of the Issuer. Buyback provisions - Conversion provisions The Extraordinary General Meeting of Shareholders of 15 September 2005 decided to authorise the Board of Directors to acquire the Issuer s own QUEST FOR GROWTH l 15

17 shares for the Issuer's account under the conditions stipulated by the Belgian companies code whose combined fractional value is not more than 10% of the issued capital, for a minimum price of 6,00 EUR per share and a maximum price of 12,00 EUR per share. The aforementioned authorisation applies for a period of 18 months, effective from publication of the decision of this Extraordinary General Meeting of Shareholders in the Annexes to the Belgian Official Gazette. The Board of Directors will propose to the upcoming Extraordinary General Meeting of Shareholders to extend this mandate by another 18 months, effective from publication of the aforementioned Extraordinary General Meeting of Shareholders in the Annexes to the Belgian Official Gazette. The Board of Directors may dispose of the shares so purchased, either directly or through the intermediary of a person acting in his or her own name, but for account of the Issuer, at a price that lies within the range determined for the authorisation to purchase own shares. Own shares will be purchased without reducing the capital, but by forming an unavailable reserve equal to the value at which the acquired shares are recorded in the inventory. The voting right associated with these shares will be suspended for as long as the shares are in the Issuer s possession. Board of Directors The Board of Directors consists of a minimum of eleven and a maximum of fifteen directors. The different categories of shareholders are entitled to submit a list of prospective directors. The General Meeting of Shareholders shall elect four class A directors, four class B directors and a maximum of seven ordinary directors. The Board of Directors shall appoint a chairman and vice-chairman from amongst the class A directors and one vice-chairman from amongst the class B directors. The Board of Directors can only validly decide if at least half its members are present or represented and at least two class A directors and two class B directors are present or represented. The day-to-day management of the Issuer has been delegated to one ore more directors from among the directors proposed by the holders of class A shares. Extraordinary General Meeting of Shareholders An Extraordinary General Meeting of Shareholders must be convened whenever the shareholders representing one fifth of the share capital so request and whenever the holders of class A and B shares who between them represent one fifth of the capital represented by all the class A and B shares so request. Dissolution of the Issuer In the case of dissolution of the Issuer the receivers are appointed by the General Meeting of Shareholders from two lists, one submitted by the holders of class A shares and one by the holders of class B shares. The General Meeting of Shareholders shall appoint an equal amount of receivers from each list. Of any remaining surplus 20% shall be divided among the holders of class A shares and the holders of class B shares and 80% shall be divided equally among all shareholders. 3.6 Authorisations relating to this Offer On 7 February 2007 the Board of Directors has prepared the necessary reports to comply with, to the extent applicable to the articles 560 and 582 of the Belgian companies code. The Extraordinary General Meeting of Shareholders of 15 March 2007 has authorised this Offer. 3.7 Expected dates for the issue of the Shares The issue of the Shares is in principle scheduled for 10 April Restrictions on the free negotiability of the Shares There are no statutory provisions limiting the free negotiability of the Shares. 3.9 Belgian regulations concerning takeover bids The Issuer is subject to Belgian rules regarding mandatory takeover bids and mandatory squeeze-outs Taxation in Belgium Registration tax The applicable rate on contributions in the capital of Belgian companies is currently 0%. Annual tax on collective investment undertakings Under the legislation and regulations that are currently in force, the Issuer is subject to the annual tax on collective investment undertakings. The rate of this tax is 0.08% of the net asset value as per 31 December. Corporate income tax The corporate income tax treatment of the Issuer is set out in article 185bis of the Belgian Income Tax Code (BITC). The Issuer benefits from the favourable corporation tax regime described here below provided that the Issuer does not infringe its governing regulations (see article 185bis 3 BITC). The Issuer is subject to normal corporate income tax at the rate of 33.99%, as a result of which the Issuer enjoys the benefit of the double taxation treaties which Belgium has signed with more than 80 countries. However, it cannot be ruled out that some treaties will not apply on the basis of specific anti-abuse clauses (for instance, Limitation on Benefits Clauses (LOB) in tax treaties with the US or Switzerland). If the Issuer invests its assets in accordance with the relevant regulations, in companies which are subject to a normal tax regime either in Belgium or in their country of origin, the taxable basis will, in accordance with Article 185bis BITC, consist only of the disallowed expenses, with the exception of write-downs and capital losses on shares and participation rights, and abnormal or gratuitous benefits received. Income received by the Issuer is exempt from Belgian withholding tax with the exception of Belgian source dividends and capitalized interest on loans and zero bonds. Dividends of Belgian origin remain subject to withholding tax, unless the Issuer holds at least 15% of the capital of the Belgian company paying the dividend during an uninterrupted period of at least one year. The withholding tax can be credited against any corporation tax that the Issuer may have to pay, and the portion that cannot be credited is reimbursed. Some income originating from abroad may, however, be subject to a deduction in its country of origin. The Issuer will, therefore, collect that income only after this deduction, which can then neither be credited nor reclaimed Tax issues for a Belgian investor who is subject to corporate income tax Since the Issuer in its bylaws has taken on the obligation to distribute 90% of the net income, the distributed dividends will be eligible for Dividend- Received Deduction (DRD). There is no minimum participation condition nor a minimum holding period in the capital of the Issuer to benefit from the DRD. Moreover, the participation in the Issuer must not necessarily be booked as financial fixed asset to benefit from the DRD. 16 l QUEST FOR GROWTH

18 The dividends distributed by the Issuer, will only be eligible for DRD for the company-investor, to the extent that they stem from dividends that give right to DRD or exempt capital gains on shares satisfying article 192 BITC. The Issuer will, therefore, allocate its dividends in function of the source of the distributed income. Income that stems from dividends that do not give right to DRD or interest, will be fully subject to corporate income tax at the rate of 33.99%. The Issuer will, therefore, ventilate its dividends in function of the source of the distributed income so that the company-investor can determine whether or not the distributed dividend qualifies for the DRD. A withholding tax of 15% is due on the dividend that is distributed by the Issuer. However, no withholding tax is due on the part of the dividend that stems from capital gains realised by the Issuer. If a company holds a minimum participation of 15% in a Issuer during an uninterrupted period of at least one year, the entire dividend will be exempt from withholding tax. Capital gains realised on the shares of the Issuer will normally be subject to corporate income tax at the rate of 33.99%. Capital losses are not tax deductible Tax issues for the Belgian retail investor and for legal entities subject to tax on legal entities Belgian resident individuals acting as retail investors, are not, in principle, subject to income tax on capital gains realised upon the sale of shares of the Issuer, unless the Belgian Tax Authorities demonstrate that the realised capital gain is the result of speculation or was made outside the normal management of private wealth. Losses suffered by Belgian resident individuals on the sale of the shares of the Issuer are not deductible in accordance with Belgian tax law. Belgian legal entities which are subject to income tax on legal entities ( rechtspersonenbelasting/ impôt des personnes morales ) are not, in principle, subject to income tax on capital gains realised on the sale of shares of the Issuer. Belgian legal entities which are subject to corporate income tax are subject to the same rules as those applying for companies (see above ). Losses suffered by Belgian legal entities which are subject to the income tax on legal entities on the sale of shares of the Issuer are not deductible in accordance with Belgian tax law. The withholding tax is limited to 15% of the part that does not stem from the capital gains on shares realised by the Issuer Non-Belgian resident investors Non-Belgian resident investors are only taxed on Belgian source income. Consequently, non-belgian resident investors who have no establishment in Belgium, will not be subject to any Belgian income tax other than the Belgian withholding tax on dividends paid by the Issuer. As a matter of principle, the rate of the withholding tax on dividends paid by the Issuer is 15%. An exemption or a reduction may apply under some specific Belgian provisions, some tax treaties and some EU directives. However, those exemption and reductions are generally subject to conditions and formalities. No withholding tax will be due on the part of the dividends that stems from capital gains on shares Tax on the physical delivery of bearer securities A tax is levied on the physical delivery of bearer shares acquired for consideration on the secondary market via a professional intermediary in Belgium. The tax is equal to 0.6% of the acquisition price and is not capped. The tax is also due in connection with the physical delivery of bearer shares in Belgium in the case of a withdrawal of shares from an unsecured deposit or following the conversion of registered shares into bearer shares. The tax due is 0.6% of the most recent quotation prior to the withdrawal or conversion date. The parties to a negotiation on financial instruments who are intermediaries according to Article 2, 9 and 10 of the Act of 2 August 2002 on the supervision of the financial industry and financial services may be eligible for a tax exemption pursuant to Article 159 of the Code of Taxes assimilated to Stamp Duties (CTSD). No tax on the physical delivery of bearer securities is due when new shares are issued. We would like to point out that an Act of 14 December 2005 provides for the phase-out and eventual abolition of bearer securities. Eventually there will only be registered securities and dematerialised securities, with the result that the tax on the physical delivery of bearer securities is bound to disappear. Two dates should be taken into consideration. The first is 1 January 2008, the date on which issuers will no longer be able to issue new bearer securities. As of that date, new securities will be registered or dematerialised. The second date, 31 December 2012, is the deadline for conversion of securities, issued after publication of the act (on 23 December 2005) into dematerialised or registered securities. The law of 14 December 2005 also stipulates that as from 1 January 2008 securities held in a securities account can no longer be physically delivered and will be automatically converted to dematerialised securities Tax on stock exchange transactions Subscription to new shares (primary market) is not subject to the stock exchange tax. However, the purchase and sale and any other acquisition and assignment for consideration in Belgium via a professional intermediary of existing shares (secondary market) is subject to a stock exchange transactions tax, which is usually 0.07% of the price of the transaction. The amount of the stock exchange transactions tax is capped to EUR 500 per transaction and per party. No tax is payable by non-residents acting for their own account, provided that they deliver an affidavit to a financial intermediary in Belgium confirming their non-resident status, nor by certain other investors acting for their own account, such as professional intermediaries, insurance companies, pension funds etc. as quoted in art. 126 CTSD. The investor should note however that as of 1 January 2007, the Code of Taxes assimilated to Stamp Duties is replaced by the Code of Miscellaneous Taxes and Duties. The provisions of the Code of Taxes assimilated to Stamp Duties relating to the stock exchange tax and the tax on the delivery of bearer securities are transposed into the new Code of Miscellaneous Taxes and Duties without being amended. However, the numbering of the new provisions is not determined yet. Hence the Prospectus refers to the numbering of the articles of the Code of Taxes assimilated to Stamp Duties. 4 Terms and conditions of the Offer 4.1 Basic information concerning the Offer Conditions to which the Offer is subject The capital increase will be carried out in accordance with the preferential subscription right for the existing shareholders at a rate of 1 Share per 4 preferential rights as represented by coupon N 7. Any preferential subscription rights incorporated by coupon N 7 which have not been exercised during the Subscription Period will however mature. The number of Shares corresponding to such non-exercised preferential subscription rights incorporated by coupon N 7 may be subscribed to under Tranche B by existing shareholders of the Issuer as well as other investors. The capital increase will be realised to the extent Shares are subscribed to under Tranche A and Tranche B (if any see below 4.1.3) Amount of Shares offered A maximum of Shares is offered for subscription Subscription Period and procedure to subscribe The Shares will be offered in two Tranches, A and B. Tranche A consists of the total amount of Shares. Tranche A is irreducible, i.e. the amount of Shares subscribed to under Tranche A is fixed. During the Subscription Period, i.e. from 10 April 2007 up to and including 24 QUEST FOR GROWTH l 17

19 April 2007, both the existing shareholders of the Issuer as well as the transferees of their preferential subscription rights incorporated by coupon N 7 will be able to exercise their preferential subscription right to the Shares offered under Tranche A at the ratio of 1 Share per 4 coupons N 7 representing the preferential subscription rights at a price between 7,50 and 9,50 EUR per Share. In accordance with Article 16, paragraph 2 of the Royal Decree as referred to in Article 8 bis of the articles of association of the Issuer, all existing shareholders will have a preferential right to subscribe to the Shares. The preferential subscription right, represented by the coupon N 7 of the Shares, will be separated from the underlying shares on 5 April 2007 after the closing of the stock exchange and will be traded on Eurolist by Euronext Brussels during the Subscription Period. The shareholders or transferees of their preferential subscription rights incorporated by coupon N 7 who want to subscribe but do not hold a sufficient number of existing shares to obtain a whole number of Shares may combine to exercise their preferential subscription rights incorporated by coupon N 7. However an indivisible subscription may not be the result, since the Issuer only recognises one single owner for each share. In addition, shareholders or transferees who do not hold the exact number of preferential subscription rights incorporated by coupon N 7 to subscribe to a round number of shares are entitled either to purchase additional preferential subscription rights incorporated by coupon N 7 in order to acquire one additional share or transfer their preferential subscription rights. Registered shareholders will receive bearer certificates (coupons N 7) representing the rights with regard to the shares they own. Shareholders or transferees who do not use their preferential subscription right before the end of the Subscription Period will no longer be entitled to do so after the date hereof. The preferential subscription rights incorporated by coupon N 7 which have not been exercised, will have matured after the closing of the Subscription Period. The holders of matured preferential subscription rights incorporated by coupon N 7 will therefore not be able to trade them on any script market. Tranche B is offered during a subscription period running from 10 April 2007 up to and including 24 April 2007 to existing shareholders as well as any other party who wishes to subscribe to the Shares, and equals the amount of Shares that have not been subscribed to under Tranche A. Tranche B is therefore reducible and can, if Tranche A is fully subscribed to, be non-existent. Therefore any subscription to Tranche B is also conditional. The allocation key to retail investors with respect to subscriptions in Tranche B will be published in the Belgian financial press, together with the results of the Offer. The exact number of Shares allotted to the investors will be determined at the end of the Subscription Period by the Joint Global Coordinators and Bookrunners in close consultation with the Issuer. The exact number of Shares allotted to the investors will depend on the respective demand of both retail and institutional investors and on the quantitative and, for institutional investors only, the qualitative analysis of the order book. A minimum of 25% will be alloted to retail investors, provided however that if demand from retail investors is below 25% of Tranche B a larger number of Shares can be allotted to institutional investors. If retail demand largely exceeds the 25% of Tranche B, the percentage allotted to retail investors may be increased accordingly. In case of over-subscription of the Shares in the retail part of Tranche B, the allocation to retail investors will be made on the basis of objective allocation criteria in which amongst others preferential treatment shall be given to subscriptions via the Selling Agents. The possibility to prematurely close off the Subscription Period has not been foreseen Finally, it should be noted that investors can subscribe to the Shares using the subscription form attached hereto as Annex Suspension and withdrawal of the Offer The Offer can not be suspended nor withdrawn Minimum or maximum amount that may be subscribed to As the Offer is realised in accordance with the preferential subscription rights, there is no minimum nor maximum subscription Revocation of subscription orders Subscription orders are irrevocable Payment of the Shares subscribed to and terms of delivery of the Shares The subscription to the Shares shall be paid by debit of the subscriber s account with value 30 April Delivery of the Shares is scheduled for 30 April Publication of the results of the Offer Publication of first subscription results with preference rights and subscription results and/or allocation for the shares subscribed to otherwise will be published in the press on 26 April 2007 (see also IV,4.1.3 and IV,4.1.9) Procedure for the exercise and negotiability of the preferential subscription rights incorporated by coupon N 7 See IV, Expected timetable of the results of the Offer 15 March 2007 Annual General Meeting of Shareholders Secondary Extraordinary Meeting of Shareholders 16 March 2007 Publication of dividend payment Publication of capital increase details 22 March 2007 Coupon N 6 detachment (representing the dividend) 5 April 2007 Coupon N 7 detachment (representing the preferential subscription right) after close of business Publication of the Prospectus Publication of the Issue Price 10 April 2007 Opening of the Subscription Period relating to Tranche A Opening of the Subscription Period relating to Tranche B Admission of the preferential subscription rights incorporated by coupon N 7 to trading on Eurolist by Euronext Brussels 24 April 2007 Closing of the Subscription Period relating to both Tranches A and B 26 April 2007 Publication in the Belgian financial press of the results of the Offer and, with respect to Tranche B (if any) the allocation key for the retail investors having subscribed to such Tranche B 30 April 2007 Payment by the subscribers of the Issue Price of the Shares Realisation of the capital increase; Delivery to the subscribers of the Shares; and Admission of the Shares to trading on Eurolist by Euronext Brussels. 4.2 Investor s profile and notification of the results of the Offer Category of investors The Issuer aims at any legal entity, whether or not institutional, and any natural person, willing to invest, within the framework of risk diversification, in European technology-based growth companies (quoted as well as unquoted) in sectors such as life sciences, information technology, software, semiconductors, telecom, electronics, new materials and special situations in other venture capital sectors. The investor should consider his investment in the Issuer as a long term investment. The Issuer focuses its investment policy on investments in growth industries in various sectors of the economy including but not limited to the sectors of medicine and health, biotechnology, information technology, software and electronics and new materials. Within these sectors, the Issuer invests in financial instruments of both listed and unlisted companies and in venture capital funds with a similar investment policy to the Issuer. The price of a share is determined at the stock exchange. Share prices can increase or decrease in function of bid and offer. The price offered at the 18 l QUEST FOR GROWTH

20 stock exchange will not necessarily be equal to the net asset value per share of the company. Shares are often quoted with a discount to the net asset value. The Issuer mainly addresses both retail and institutional investors with a long term investment profile. Retail investors will be attracted by the fact they are offered a diversified portfolio of growth stocks which individually may have a rather volatile character but because of the diversification of the portfolio is much less volatile and risky. Notwithstanding the foregoing, the portfolio still enables the investor to take advantages of the growth perspectives of the companies involved which continue to be more promising then those of more traditional sectors. Retail investors will furthermore appreciate they are given the possibility to invest through the Privak in unquoted companies. Finally retail investors appreciate the expertise of the Issuer to invest in small and mid caps. Because of its analysis capacity and market presence the Issuer indeed is well placed to identify companies with low market capitalizations but well positioned in their business sector to grow faster than their competitors. Institutional investors have various motives to invest in the Issuer s capital: value investors are attracted by the present discount between the share price and the net asset value and appreciate the dividend policy of the Issuer combined with the tax advantages related to the dividend. Other institutional investors typically are looking for exposure either in small and mid caps or the growth sectors the Issuer is investing in. Preferential subscription rights incorporated by coupon N 7 are allocated to all existing shareholders of the Issuer, who will be able to trade these subscription rights on Euronext Brussels. As a consequence, both existing shareholders of the Issuer exercising their preferential subscription rights incorporated by coupon N 7 as well as transferees of these preferential subscription rights incorporated by coupon N 7, will be able to subscribe to Tranche A. Consequently, the Offer is being carried out in accordance with the preferential subscription rights for Tranche A. With respect to Tranche B, both existing shareholders of the Issuer and new subscribers can subscribe to the Shares. The initial holders of the preferential subscription rights incorporated by coupon N 7, the transferees of these preferential subscription rights incorporated by coupon N 7 as well as the new subscribers will be able to subscribe to the Shares Intended subscription of existing shareholders Dexia Bank Belgium NV has informed the Issuer of its intention to subscribe to the Offer for shares ( subscription rights). KBC Asset Management has not informed the Issuer of its intention to subscribe to the Offer. Mr. Leo Claeys (incl. De Meiboom NV / Cenini NV) has not informed the Issuer of its intention to subscribe to the Offer for shares ( subscription rights). Mr. Jos B. Peeters (incl. J.B.P. International) has informed the Issuer of its intention to subscribe to the Offer for shares ( subscription rights). Mr. René Avonts has informed the Issuer of its intention to subscribe to the Offer for shares (7.200 subscription rights). Mr. Michel Akkermans has informed the Issuer of its intention to subscribe to the Offer for shares ( subscription rights). Mr. Rudi Mariën (incl. Biovest) has informed the Issuer of its intention to subscribe to the Offer for shares ( subscription rights) Notification to subscribers Since the Offer is being carried out in accordance with the preferential subscription right, only existing shareholders of the Issuer and the transferees of the preferential subscription rights incorporated by coupon N 7 who have exercised their rights, are guaranteed to receive the number of Shares they have subscribed to under Tranche A. The exact number of Shares allotted to the investors will be determined at the end of the Subscription Period by the Joint Global Coordinators and Bookrunners in close consultation with the Issuer. The exact number of Shares allotted to the investors will depend on the respective demand of both retail and institutional investors and on the quantitative and, for institutional investors only, the qualitative analysis of the order book. A minimum of 25% will be alloted to retail investors, provided however that if demand from retail investors is below 25% of Tranche B a larger number of Shares can be allotted to institutional investors. If retail demand largely exceeds the 25% of Tranche B, the percentage allotted to retail investors may be increased accordingly. In case of over-subscription of the Shares in the retail part of Tranche B, the allocation to retail investors will be made on the basis of objective allocation criteria in which amongst others preferential treatment shall be given to subscriptions via the Selling Agents. The results of the Offer will be published in the press on 26 April 2007 together with the allocation key for the retail investors having subscribed to the Shares,if any, constituting Tranche B. The allocation to each individual shareholder of the Shares subscribed to is scheduled for 30 April Issue Price and countries in which the Offer will take place Issue Price The Issue Price has been established by the General Meeting of Shareholders of 15 March On the proposal of the Board of Directors the General Meeting of Shareholders was asked to establish a pricing fork for the Shares between 7,50 EUR per Share and 9,50 EUR per Share. The General Meeting of Shareholders was also asked to instruct the Board of Directors to establish the definitive price per Share before the commencement of the Subscription Period. The Board of Directors will determine the exact Issue Price within the limits of the pricing fork and in function of the stock quotation, the net asset value per share, the general market conditions and the evolutions which may have occurred between the Extraordinary General Meeting of Shareholders and the opening of the Subscription Period. The capital will only be increased by the amount of capital represented by Shares subscribed to. The Issue Price will be published in the press on 5 April Countries in which the Offer will be open The Offer will only be public in Belgium (see III). 4.4 Placing and underwriting Selling agent Subscription requests are accepted, free of charge, at Bank Degroof NV, Dexia Bank België NV, KBC Securities NV, KBC Bank NV, CBC Banque and ING Belgium NV or at these institutions through any other financial intermediary. Shareholders are invited to request details of the costs that these intermediaries may charge. The Joint Global Coordinators will centralise the requests received by any other financial intermediary Joint Global Coordinators and Joint Bookrunners The Joint Global Coordinators and Joint Bookrunners of the Offer are Dexia Bank België NV and KBC Securities NV Financial service The paying agents for the Shares are Dexia Bank België NV, KBC Bank NV and ING Belgium NV which will provide the financial service to the shareholders of the Issuer free of charge Underwriting Subject to the right of the Issuer and the Underwriters not to sign such an agreement, the Issuer and the Underwriters are expected to enter into an underwriting agreement prior to the publication of the result of the Offer. The QUEST FOR GROWTH l 19