a. Constitution and Appointment of the Board of Directors

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1 Quest for Growth - Corporate Governance Charter Since its foundation in 1998 Quest for Growth has been placing great emphasis on sound management and transparency. On 9 December 2004 the final version of the Belgian Corporate Governance Code was published. Each company quoted on the stock exchange is supposed to formulate a Corporate Governance Charter and to publish it on its website. With effect from January 1st 2005, principles concerning corporate governance have been applicable for Belgian listed companies. The principles are summarised in the Belgian Corporate Governance Code. The Code contains nine principles that are deemed to constitute the foundation of good corporate governance. Provisions and guidelines elaborate on these principles. When a company deviates from the principles of the Code, the deviation should be explained according to the comply or explain principle. This Code will be an important touchstone for companies endeavouring to achieve excellence in corporate governance. As a result, Quest for Growth's Board of Directors has taken the opportunity to critically analyse its policy and adjust it where desirable or needed. Quest for Growth complies with most of the Code s provisions and sometimes goes beyond the requirements. Van Divergence from the Code s provisions occurs whenever the specific characteristics of the company or the specific circumstances require it. 1. Board of Directors a. Constitution and Appointment of the Board of Directors In accordance with the Statutes of Quest for Growth the management of the company is entrusted to a Board of Directors. The Board of Directors consists of at least eight and at most fifteen members. The holders of A-class and B- class shares each have the right to file a list with candidate Directors. The general assembly chooses four Directors from each list. The holders of normal shares have the right to propose the names of one or more candidate Directors. The general assembly may at most choose seven Directors from this list. Members of the Board are appointed by the general shareholders meeting for a period of at most three years. The Directors can be fired by the general assembly at all times. Directors whose term of office has expired may be reappointed. In case of a premature vacancy within the Board of Directors -for whatever reason- the remaining Directors have the right to temporarily cover the vacancy until the next general assembly that will proceed with the definitive appointment. If a Director s mandate of a Director who was chosen on the recommendation of A- or B-class shares becomes vacant, the new Director is always chosen from a list proposed by those classes of shareholders that had proposed the list from which the Director, whose mandate has become vacant, was chosen. Each Director, that is appointed in this way by the general assembly ends the term of the Director that he or she replaces. At least 3 Members of the Board of Directors are independent. The criterion for independency is based on Article 526ter of the Company Code. Quest Management NV 1 09/02/2009

2 b. Functioning of the Board of Directors i. Chairmanship of the Board of Directors The Board of Directors appoints among its members a Chairman, chosen from the Directors recommended by the holders of A-class shares. The Board of Directors appoints among its members two vice-chairmen: one chosen from the Directors recommended by the holders of A-class shares and one chosen from the Directors recommended by the holders of B-class shares. ii. Meetings of the Board of Directors The Board of Directors is convened by the Chairman, the Delegated Director, or two Directors when the interests of the company require so. In absence of the Chairman the chairmanship is temporarily taken over by the Delegated Director or, in his/her absence, by the oldest Director present who was recommended by A-class shares. In order for the Board of Directors to be able to convene at least half of its members has to be present or represented, and at least two Directors recommended by A-class shares and two Directors recommended by B-class shares have to be present or represented. If that quorum cannot be reached, a new meeting can be convened at which the agenda items of the previous meeting can be validly discussed and decided upon if at least four Directors are present or represented. Resolutions of the Board can be approved in writing by the Members. All decisions of the Board of Directors have to be taken by a majority vote of the votes present. Blank or invalid votes do no count as cast votes. The person who presides the meeting has the decisive vote. The deliberations and decisions of the Board of Directors are recorded in minutes that are signed by the members present. These minutes are inserted in a special register. The authorisations are attached to the minutes of the meeting that has approved them. The copies or excerpts, to be filed legally or otherwise, are signed as valid by the Delegated Director or two Directors. This authority can be delegated to a mandatory. iii. Competence of the Board of Directors The Board of Directors holds the most extensive authorities to carry out all activities necessary or useful for the realisation of the objective of the company. The company is managed in the exclusive interest of the shareholders. The Board is authorised to carry out all activities that are not explicitly reserved by the Law or the Statutes to the general assembly. The Board of Directors formulates the biannual report as well as the draft for the annual report as intended in the Articles 35 and 36 of the Royal Decree of 18 April 1997 with regard to the institutions for investment in companies not quoted on the stock exchange and growth companies. The Board of Directors can transfer its competences for special and certain events to a mandatory, even if he or she is not a shareholder or Director. Quest Management NV 2 09/02/2009

3 iv. Remuneration of the Directors In principle Directors are not remunerated in their capacity, unless otherwise decided by the AGM. Independent Directors receive a fixed annual remuneration of seven thousand five hundred euros ( 7,500.00). In addition to this they receive a remuneration of five hundred euros ( ) for every Board meeting, Audit Committee or Investment Committee meeting they attend. When they are Independent Directors, the chairmen of the Investment and the Audit Committee receive a remuneration of seven hundred and fifty euros ( ) for every Investment or Audit Committee meeting they attend. Normal and justified expenses that Directors can claim to have made in the execution of their function will be reimbursed and are taken into account under the general expenses. v. The Executive Committee The Board of Directors delegates the daily administration of the company to one or more Directors that are chosen from the Directors recommended by the holders of A-class shares. They hold the function of Delegated Director. The Board of Directors decides on the remuneration of that office. Quest Management NV has been appointed by the Board as Delegated Director. The Executive Committee is organised in such a way that it resorts under the supervision of the Audit Committee on behalf of the Board of Directors. vi. Representation of the Company The company is validly represented if the Delegated Director and a Director act collectively. The company is also validly represented if three Directors act collectively, of whom at least two have to be chosen on the recommendation of holders of A-class or B-class shares. Within the assignment of their mandate the company is validly bound by special authorisations. For the Executive Committee the company is validly represented if only the Delegated Director and a Director act collectively. For certain and specific events they can delegate their authorities collectively to a mandatory, even if that mandatory is not a shareholder or Director. Quest Management NV 3 09/02/2009

4 c. Committees founded by the Board of Directors i. Audit Committee By decision of the extraordinary general assembly of February 2004 the existing Audit Committee became a statutory body of the Board of Directors. The Members of the Audit Committee also formulate a Charter in which the objective and the functioning of the Committee are clearly described. This Charter is reviewed annually and adapted if necessary. The Audit Committee consists of a maximum of four members of the Board of Directors, the majority of who are Independent Directors. The Audit Committee appoints a Chairman from among its members and the Chairman must be an Independent Director. The criterion for independency is based on Article 526ter of the Company Code. The audit committee currently consists of three (3) directors, two (2) directors, including the chairman, being independent directors. The main task of the Audit Committee as an integral part of the Board of Directors is to assist the Board of Directors with regard to its supervising responsibility by checking the following: The quality and integrity of the audit, accounting, and financial reporting processes of the company; The financial reports and other financial information of the company that is offered to the shareholders, government bodies, and the general public; The internal control system of the company, as created by the management and the Board of Directors, for the internal checking of the accounting and finances and the observance of the Law and the ethical code. In accordance with the regulations of Article 25 1 of the Royal Decree of 18 April 1997 and in observance of Article 23 of the Statutes the Audit Committee especially supervises situations or transactions at which one of the following parties or legal entities has a direct or indirect interest in a transaction carried out by the company: The Administrative company or the depositary bank; Persons who are affiliated with the Administrative company or depositary bank; Directors, managers and persons who are responsible for the daily administration of Quest for Growth, the Administrative company or the depositary bank. The Audit Committee has unlimited and direct access to all information as well as to staff that can provide information that is relevant for the proper conduct of its tasks, and it can have all means at its disposal that are necessary in order to fulfil these assignments. The company is considered to communicate freely and openly with the commissioners and with the management of the company. In principle the Audit Committee convenes twice a year. The committee can be convened at any other moment when this is deemed necessary. The audit committee is presently composed as follows: Auxilium Keerbergen BVBA represented by Frans Theeuwes, chairman; Bergendal & Co. SPRL, represented by Count Diego du Monceau de Bergendal; and Tacan BVBA, represented by Johan Tack Quest Management NV 4 09/02/2009

5 ii. Investment Committee The Investment Committee consists of all Directors and chooses a Chairman among its members. The task of the Investment Committee, as integral part of the Board of Directors, is to assist the Board with decisions on investments in companies not quoted on the stock exchange, at the proposal of a Delegated Director. Proposals for investments in unquoted companies or in venture funds are submitted for approval by Quest Management NV to the investment committee. The investment committee is presently composed out of the following members: Euro Investment Management NV, represented by Professor Philippe Haspeslagh, chairman Dr. Jos B. Peeters Pamica NV, represented by Mr Michel Akkermans Gengest BVBA, represented by Mr Rudi Marien De Meiboom NV, represented by Mr Edward Claeys Ms Goedele Ertveldt1 Quest Management NV, represented by Mr René Avonts. Each proposed investment is analysed by a senior investment manager at Quest Management NV who will circulate a memo containing his recommendation to the members of the investment committee before the actual meeting takes place. The senior investment manager will attend the meeting of the investment committee in order to further explain the recommendation and to answer questions and possible concerns raised by the members of the committee. The actual decision is made by consensus, however a voting session is seldom held. The Investment Committee decided to delegate to Quest Management NV the power to decide on its behalf upon co-investments with funds in which the Issuer has already invested up to and upon follow-on investments in companies in which the Issuer already holds a stake up to a maximum of 50% of the already existing investment and up to an aggregate value of The chairman of the investment committee however has an evocation right and can at all times decide to bring the proposal to the investment committee 1 MsGoedele Ertveldt is active as a private equity manager at Dexia Bank België NV Quest Management NV 5 09/02/2009

6 d. Conflicts of interest Each Director who, directly or indirectly, has an interest that relates to property rights which conflicts with a decision or an action resorting under the authority of the Board of Directors, must inform the other Directors of this before the Board of Directors takes a decision. Directors and the Board of Directors will observe the regulations of Article 523 of the Company Code and Article 25 of the Royal Decree with regard to institutions for investments in companies not quoted on the stock exchange and in growth companies. e. Rules with regard to market abuse Each Member of the Board of Directors signs upon commencement of his or her mandate the ethical rules of conduct". This code describes the rules which the Directors have to observe during the tenure of their mandate. The principles of this code are: 1) The assets of the company must at all times be managed for the sole interest of its shareholders and in accordance with the applicable laws; 2) The persons concerned -Directors- shall not pursue any unlawful advantage for themselves or others, based on information at their disposal as a result of their mandate in the company. Each Member of the Board of Directors observes the rules on market abuse at all times, as they are included in the Law of 2 August 2002 and the Royal Decree of 5 March 2006 with regard to the market abuse. Trading in shares of the company - blocked period: Members of the Board of Directors may only trade in shares of Quest for Growth during a period of 10 days after publication of the equity capital per share, and by no means if the person concerned considers to have preferential information at his or her disposal (such as an unannounced important change of the equity capital per share) which is not available to all shareholders. Trading in other shares quoted on the stock exchange: If the Members of the Board of Directors have preferential information at their disposal concerning the purchasing or sales strategy of the company with regard to companies quoted on the stock exchange with a stock capitalisation smaller than 500 million (because this subject was discussed among the Board of Directors), the Delegated Director informs them on this in writing. The Members of the Board of Directors will refrain from any transaction in these shares until the Delegated Director has confirmed that this special situation has ceased to exist. Quest Management NV 6 09/02/2009

7 2. The Executive Committee: the Delegated Director a. Role of the Delegated Director The Board of Directors delegates the daily administration of the company to one or more Directors that are chosen from the Directors recommended by the holders of A-class shares. They hold the position of Delegated Director. Quest Management NV has been appointed by the Board as Delegated Director. The Board of Directors has authorised Quest Management with regard to investments in company quoted on the stock exchange. Participations in companies not quoted on the stock exchange are submitted for approval by Quest Management NV to an investment committee. The Investment Committee decided to delegate to Quest Management NV the power to decide on its behalf upon co-investments with funds in which the Issuer has already invested up to and upon follow-on investments in companies in which the Issuer already holds a stake up to a maximum of 50% of the already existing investment and up to an aggregate value of The chairman of the investment committee however has an evocation right and can at all times decide to bring the proposal to the investment committee Quarterly and annual reports are made available to the shareholders via the website or upon request. The portfolio structure of Quest for Growth can also be found on the same website, and is updated immediately after the end of the month, together with the publication of the intrinsic value. Companies quoted on the stock exchange are assessed on the basis of their long-term growth potential, the quality of the management, and the continuity of their competitiveness. Investments in these companies increase or decrease as a result of the assessment of their market value by Quest Management. When choosing investments in shares both the sectoral and the geographic distribution are taken into account, so that the portfolio remains amply diversified. b. Accountability to the Board of Directors The Delegated Director, Quest Management NV, supplies the Board of Directors with an overview of the complete portfolio structure and the equity capital per share of the company on a monthly basis. The Delegated Director, Quest Management NV, supplies the Board of Directors with a detailed report on all activities and investment results on a quarterly basis. c. Remuneration The Board of Directors decides on the remuneration of that office. The Board members that have no patrimonial interest conflicting with the decision to be made on one hand and the representatives of Quest Management NV on the other hand agreed to fix the fee for the execution of the mandate of Managing Director of the company: At 1,950,000 per year for the duration of one year, starting January 1st 2009 and ending December 31st There will be semi annual controls based on the audited half -yearly report and the audited annual report to see whether the Total Cost Ratio is not in excess of the 3.5% cap. The Global Cost Ratio contains, apart from the management remuneration, also all operational expenses such as the remuneration for the depositary, costs for accounting, remunerations for Directors, costs of periodical reporting, audit, etc. IIf this would be the case, Quest, together with independent directors of the Quest Management NV 7 09/02/2009

8 Company, will decide upon measures deemed appropriate to comply with the cap requirement over the subsequent fiscal year. In case of asset increase the management remuneration is adjusted jointly after consideration. Currently the management fee amounts to 1,950,000 on an annual base. d. Rules with regard to market abuse Each Director, representative or employee of the Delegated Director signs upon commencement of his or her mandate the ethical rules of conduct. This code describes the rules which the persons concerned have to observe during the tenure of their mandate or activity. The principles of this code are: 3) The assets of the company must at all times be managed for the sole interest of its shareholders and in accordance with the applicable laws; 4) The persons concerned -Directors- shall not pursue any unlawful advantage for themselves or others, based on information at their disposal as a result of their mandate in the company. Each Director, representative or employee of the Delegated Director observes the rules on market abuse at all times, as they are included in the Law of 2 August 2002 and the Royal Decree of 5 March 2006 with regard to the market abuse. Trading in shares of the company - blocked period: Members of the Board of Directors may only trade in shares of Quest for Growth during a period of 10 days after publication of the equity capital per share, and by no means if the person concerned considers to have preferential information at his or her disposal (such as an unannounced important change of the equity capital per share) which is not available to all shareholders. Trading in other shares quoted on the stock exchange: Each Director, representative or employee who desires to purchase or sell shares quoted on the stock exchange with a stock capitalisation smaller than 500 million and which resort within the investment scope of Quest for Growth, sends a request in writing (or or fax) for this purpose to the Delegated Director of Quest Management or, in his/her absence, to the fund administrator. This request shall be examined and not unreasonably be refused. A reply shall be given within 2 hours after filing the request. Quest Management NV 8 09/02/2009