QUEST FOR GROWTH. Closed-end investment fund governed by Belgian law. for investment in unquoted companies. and growth businesses

Transcription

1 QUEST FOR GROWTH Cosed-end investment fund governed by Begian aw for investment in unquoted companies and growth businesses Registered office: Lei 19, bus 3, 3000 Leuven Leuven Commercia Register no Free issue of 5,416,000 warrants Exercise periods of the warrants 1st up to 20th October 2003, 2004 and 2005 The appication for quotation on the First Market of Euronext Brusses was submitted for a warrants and a maximum of 5,416,000 ordinary shares that can be issued due to exercise of the warrants Exercise forms can be submitted to Dexia Bank They can aso be submitted to Dexia Bank via any other financia institution or intermediary. This Transaction Note and the Annua Report represent together as a whoe the Prospectus The text of the Prospectus wi aso be avaiabe, for information purposes ony, at the foowing websites: en 1

2 TABLE OF CONTENTS CHAPTER 1 4 INFORMATION ON RESPONSIBILITY FOR THE PROSPECTUS AND THE AUDIT OF THE ACCOUNTS RESPONSIBILITY FOR THE PROSPECTUS AND DECLARATION OF COMPLIANCE AUDIT OF THE ACCOUNTS VERSION OF THE PROSPECTUS LIMITATIONS ON SALES 4 2 CHAPTER 2 6 INFORMATION ON THE TRANSACTION PURPOSE AND DESCRIPTION OF THE TRANSACTION DECISIONS CONCERNING THE ISSUE OF WARRANTS AND THE INCREASE IN CAPITAL DETAILS OF THE TRANSACTION Number of warrants and issue date Issue price Exercise ratio and exercise price of the warrants Appication to exercise the warrants Exercise dates of the warrants Non-exercised warrants Payment Date of the Exercise Price Nature and form of the warrants Rights attached to the warrants before they are exercised Nature of and rights attached to the ordinary shares which are issued due to the exercise of the warrants and scrips DOMICILIARY BANK FINANCIAL SERVICE COSTS FISCAL CONSIDERATIONS FOR THE INVESTOR Warrants of the Company Income tax Tax on stock exchange transactions Shares of the Company FISCAL TREATMENT OF THE PRIVAK-PRICAF ADMISSION TO LISTING ON THE FIRST MARKET OF EURONEXT BRUSSELS RIGHTS ATTACHED TO THE SHARES Right to vote at the Genera Meeting (Artice 38 of the Artices of Association) Rights when distributing the profits (Artices 44 of the Artices of Association) Right to distribution in the case of iquidation (Artice 48 of the Artices of Association) Preference right in the case of an increase in capita (Artice 8bis of the Artices of Association) RISKS EXPIRY OF DIVIDENDS IN BELGIUM REGIME APPLICABLE IN BELGIUM IN THE CASE OF THEFT OR LOSS OF THE SECURITIES APPLICABLE LEGISLATION AND COMPETENT COURT 15

3 DEFINITIONS First Exercise period October 1st 2003 up to and incuding October 20th 2003; Second Exercise period October 1st 2004 up to and incuding October 20th 2004; Third Exercise period October 3rd 2005 up to and incuding October 20th 2005; Fourth Exercise period October 28th 2005 up to and incuding November 4th 2005; Exercise price Company or Quest for Growth Domiciiary Bank Prospectus Reference Document Transaction Transaction Note 8 EUR Quest for Growth NV, registered office at Lei 19, bus 3, 3000 Leuven; The financia intermediary acting as arranger and centraising bank for the transaction, i.e. Dexia Bank N.V., with registered office at Pachecoaan 44, 1000 Brusses; The Transaction Note together with the Reference Document; The Company s Annua Report for the financia year; The free issue of 5,416,000 warrants of the Company and the isting in the First Market of Euronext Brusses of these warrants and maximum shares that can be issued upon exercise of the warrants; The present document 3

4 CHAPTER 1 Information on responsibiity for the Prospectus and the audit of the accounts 1.1 Responsibiity for the Prospectus and decaration of compiance The Board of Directors of Quest for Growth is responsibe for the Prospectus and decares that the information stated in it is, to the best of its knowedge, in accordance with the reaity and that no information has been omitted that woud change the scope of the Prospectus. For the Board of Directors, Dr. Jos B. Peeters Chairman Quest Management NV/SA Managing Director represented by Phiip Fearnhead BVBA/SPRL Managing Director represented by Phiip Fearnhead 1.3 Version of the Prospectus This Transaction Note and the Annua Report represent together as a whoe the Prospectus. The Dutch version of the Prospectus is the origina version. The Company has had French and Engish versions produced, for information purposes. In the event of any differences of interpretation between the French/Engish versions and the Dutch, the Dutch version sha be binding. The text can aso be consuted, purey for information purposes, on the Internet at the foowing websites: and Ony the printed version of the Prospectus is binding Audit of the accounts The annua accounts for the ast four financia years, , , and were audited by Kynved Peat Marwick Goerdeer, Company Auditors ("Reviseurs d entreprises, bedrijfsrevisoren"), represented by Frans Theeuwes for the financia years and and by Eric Cinck for the financia years and and certified without quaification.with respect to the annua accounts , the company auditor added that in spite of the significant osses incurred during the year ended June 30, 2002, which have had a negative impact on the Company's financia position, the statutory accounts have been prepared assuming that the Company wi continue as a going concern. Artice 633 of the Company Law is impemented. The Board of Directors fufi the specified requirements. 1.4 Limitations on saes The Transaction and the Prospectus, the Dutch version of which has been approved by the Banking and Finance Commission ("Commission bancaire et financière/ Commissie voor het Banken Financiewezen"), have not been presented for approva to any supervisory authority outside Begium. No steps may be taken that woud ead to the Transaction taking on a pubic character outside Begium. Distribution of the Prospectus and the Transaction might be subject to ega restrictions in certain jurisdictions. Those persons who receive the Prospectus are requested by the Company and the Domiciiary Bank to find out about these imitations and to compy with them. The Prospectus is not, therefore, either an offer or invitation to purchase the warrants in those jurisdictions where such an offer or invitation woud not be in accordance with the aw.

5 Persons who are resident outside Begium and wish to take part in the Transaction must compy with the current egisation in the country in question and must observe any possibe further formaities, incuding payment of a costs and taxes. No person is authorised to provide any information or to make any representations on the Transaction which differ from the information The text of the Prospectus on the Internet is not in any way an offer or an invitation to acquire securities in countries where such an offer or invitation is not permitted. The text can ony be found on the word wide web sites referred to in the Prospectus. The Prospectus is ony egay vaid in its origina printed version, which is distributed in Begium in accordance with the appicabe egisation and reguations. set out in the Prospectus. Issuing the Prospectus, at any time whatsoever, does not impy that the information set out in it is sti fuy correct after the time of going to press. Updating of the Prospectus sha take pace, unti the warrants are quoted on the First Market of Euronext Brusses, by means of distribution of suppements in accordance with the appicabe egisation and reguations. Those persons who, after being made aware of the information contained in the Prospectus, wish to receive advice in reation to this Transaction, are requested to contact their usua financia and other advisers. The Prospectus is pubished after approva by the Banking and Finance Commission, on 30 August 2002, in accordance with Artice 129, 1 of the Law of 4 December 1990 on financia transactions and financia markets and Artice 28 of the Roya Decree of 18 Apri 1997 on institutions for investment in Non- quoted companies and growth companies. This approva does not entai any judgement of the adequacy and quaity of the transaction, or of the position of the person carrying it out. The notification prescribed by Artice 27, 1 of Roya Decree of 18 Apri 1997, has appeared in the Press. 5

6 CHAPTER 2 Information on the Transaction 2.1 Purpose and description of the Transaction It was decided at the Extraordinary Genera Meeting of 19 September 2002 to issue a free warrant for each existing share of the Company. Each warrant wi give the right to subscribe for a new ordinary share of the Company within the framework of a capita increase. The Extraordinary Genera Meeting of 19 September 2002 has aso resoved to give authority to the managing director to state the exercise of the warrants, the reaisation of the resuting capita increase, the issue of ordinary shares and the changes in the company artices of association resuting therefrom; as we as to make practica arrangements regarding the exercise procedure and to undertake a necessary and usefu acts and the signing of a deeds and documents reating thereto. By issuing the warrants, Quest for Growth intents to reward existing sharehoders by providing additiona ong term vaue. It aso wishes to have a sharehoders benefit of a reative reduction of the management costs further to the exercise of the warrants, as no management fee wi be charged on money from the warrant exercise. The Company wi use the surpus money to deveop further the existing activities and to enarge its sharehoders base. Through 2.3 Detais of the Transaction Number of warrants and issue date On September 26th 2002, 1 warrant sha be issued for each existing share, so that a tota of 5,416,000 warrants sha be issued.the warrants wi be represented by coupon n 4 of the share of the Company and wi be, from then onwards, separatey transferabe by the hoder. the increase in capita the iquidity of the share wi be increased Issue price 2.2 Decisions concerning the issue of warrants and the increase in capita The warrants wi be issued free of charge to the sharehoders of the Company in the proportion of 1 warrant for each existing share. The Extraordinary Genera Meeting of 19 September 2002 resoved to issue a free warrant for each existing share of the Company and has decided upon the issue modaities. The Extraordinary Genera Meeting of 19 September 2002 has aso resoved, under the suspensive condition of the exercise of the warrants, to increase the capita for an amount equa to the mutipication of the number of ordinary shares issued at the time of Exercise ratio and exercise price of the warrants Each warrant sha give its hoder the right to subscribe to one new ordinary share in the Company, on exercise of the warrant during one of the exercise periods as defined in hereafter, against payment of the Exercise Price of 8 EUR per ordinary share. 6 the exercise of the warrants, being a maximum of five miion four hundred and sixteen thousand (5,416,000) by the Exercise Price. If the capita increase is not fuy paced, the capita wi ony be increased by the amount of paced subscriptions Appication to exercise the warrants A form for the exercise of this right wi be made avaiabe to

7 those warrant hoders who wish to exercise their rights, at the Domiciiary Bank. be distributed eveny between a the warrants that were not exercised during the Exercise Period Exercise dates of the warrants The warrants may be exercised by their hoders from October 1st up to and incuding October 20th at 4.00 PM of the years 2003 (First Exercise Period), 2004 (Second Exercise Period) and 2005 (Third Exercise Period), by submitting an irrevocabe exercise decaration to the Domiciiary Bank Payment Date of the Exercise Price The Exercise Price of the warrants and the scrips, incusive of the tax on stock exchange transactions (0.14% with a maximum of 250 EUR at the time of this issue), is payabe respectivey with vaue date October 21st 2003 (First Exercise Period), October 21st 2004 (Second Exercise Period) and November 8th 2005 (Third and Fourth Exercise Periods). The warrant hoders who at the atest on October 20th 2005 at 4.00PM have not used their right to exercise their warrants, wi not be abe to use their right after that day. On these dates, the issue of the ordinary shares due to the exercise of the warrants and scrips, the subscription of the shares, the determination of the number of ordinary shares that have to Non-exercised warrants The non-exercised warrants wi be represented by scrips that wi offered for sae on Euronext Brusses as soon as possibe after the cosing of the Third Exercise Period and in principe on October 28th, be issued due to the exercise of the warrants and scrips and the resuting increase in the Company s share capita, sha take pace by means of a notaria deed that wi be passed at the request of the managing director of the Company, on presentation of an overview of a warrants and scrips that were exercised correcty during the three first Exercise Periods and the Fourth Exercise Period.This notaria deed wi aso provide for the amendment of The resut of the exercise of the warrants as we as the number of non-exercised warrants that wi be sod through the scrips, wi be pubished in the press on October 27th the Artices of Association of the Company, in order to officiay determine the new amount of share capita since the exercise of the warrants, as stated in those Artices of Association, as we as the tota number of ordinary shares that have been issued due The purchasers of the scrips can subscribe for new shares by to the exercise of the warrants and scrips. exercising the scrips during the Fourth Exercise Period that wi be cosed on November 4th 2005 and this at the Exercise Price and in the proportion of 1 ordinary share for 1 scrip Nature and form of the warrants The warrants are represented by coupon n 4 of the shares of The net proceeds of the sae of the scrips, after deduction of the expenses, costs and other charges incurred by the Company, wi the Company that wi be detached on September 26th 2002 and wi be quoted on the First Market of Euronext Brusses in 7

8 Group D9 (see paragraph 2.9. hereafter) from that date up to October 14th the Company. If as a resut of such transaction the rights or benefits of the hoders of the warrants might be imited or reduced, the Exercise Price or the other terms and conditions of the 8 The registered sharehoders wi receive tites that represent their coupon n 4 on their share account with a Begian financia institution immediatey after they have communicated the number of the share account to the Company, but not before September 26th Rights attached to the warrants before they are exercised The warrant hoders have the rights granted to the hoders of warrants by Artices 496 to 502 of the Begian Companies Act, but do not have any rights as sharehoders in the Company. Consequenty the warrant hoders have no voting rights at the Company s Meeting of Sharehoders, and they aso do not have a right to receive a share as sharehoders in the proceeds of iquidation of the Company in the event of the Company going into iquidation. If the Company undertakes an increase in capita in cash, the hoders of the warrants sha be entited to exercise their warrant, in accordance with Artice 501 of the Begian Companies Act, and to participate, as sharehoders, in the intended increase in capita, if the existing sharehoders aso have such rights. The Company expressy reserves the right to carry out any transaction with respect to its capita such as, among others, take-overs and acquisitions, the issue of new shares, the issue of convertibe bonds or bonds with a warrant, the issue of new warrants, and the change of the rues and reguations regarding the appropriation of profits or the proceeds of the iquidation of issue of the warrants wi not be amended or modified and the hoders of the warrants wi not be entited to any compensation. In the event that the Company carries out a spit, a subdivision or a reversed spit of its shares, or in the event that it carries out a merger or consoidation with another company and the Company not being the surviving company or in the event that the Company is subject to a demerger into two or more companies, the Company sha undertake any appropriate measures, in accordance with Begian aw, to protect the interests of the hoders of the warrants Nature of and rights attached to the ordinary shares which are issued due to the exercise of the warrants and scrips Rights to the ordinary shares which are issued due to the exercise of the warrants during the first three Exercise Periods and the scrips during the Fourth Exercise Period and in accordance with the aforementioned procedure, wi resut from and be stated on the notaria deed which is passed with a view to their issuance, after payment of the Exercise Price. A shares which are issued due to the exercise of the warrants wi be ordinary shares, providing the same rights and ranking pari passu with the existing shares in the Company.The ordinary shares which are issued due to the exercise of the warrants sha be subject to a stipuations of the Artices of Association of the Company which are appicabe to the ordinary shares in the Company which are in circuation, and wi consequenty give the hoders an entitement to dividends, if such exist, on the basis of the whoe financia year and the foowing financia years, under

9 the same conditions as those appicabe to the ordinary shares of the Company which are in circuation. On the date of the notaria deed, the share capita of the Company wi be increased by an amount equa to the mutipication of the number of ordinary shares issued upon the exercise of the warrants with the exercise price. If the exercise price is greater than the fractiona vaue of the shares on that moment, the difference between the number of exercised warrants times the exercise price and the number of exercised warrants times the fractiona vaue wi be booked as an issue premium. The hoders of shares may at any time ask, at their own expense, for their shares to be converted in any other form as is foreseen in the Artices of Association. The ordinary shares that wi be issued foowing the exercise of the warrants wi be freey transferabe. 2.4 Domiciiary Bank Exercise forms can be submitted to Dexia Bank. The shares can be requested in bearer form or registered form. The bearer shares can be deivered both physicay or into a They can aso be submitted to Dexia Bank via any other financia institution or intermediary. share account in denominations of 1, 10, 100 and 1000 shares, or any other denomination that the company woud have printed. The bearer shares for which physica deivery has been requested at the time of exercise of the warrants, wi automaticay be deivered in the argest possibe denomination. The physica deivery of shares is subject to the charge of costs. Sharehoders are asked to find out about any costs that might be charged at the moment of their request of physica deivery. On the date of the Prospectus, Dexia Bank charges an amount of 10 EUR Financia service The financia service of the securities and coupon of Quest for Growth in Begium is, at the time of the issue, guaranteed by Dexia Bank, KBC and BBL at the expense of the Company. For enquiries about possibe charges which are due to other financia intermediaries, the hoders are required to contact the financia intermediaries where they are presenting their securities and coupons. V.A.T. per deivery. Any additiona costs that are charged by other financia institutions wi be borne by the buyer. Any physica deivery of bearer shares is aso subject to a tax of 0.2 %, cacuated on the basis of: - the exercise price, if physica deivery was asked when the exercise notice was entered; 2.6 Costs The costs reating to the Transaction are estimated between minimum 0.3 miion EUR and maximum 0.5 miion EUR, or approximatey 0.7 to 0.9% of the estimated amount of the Transaction.These costs wi be borne by the Company. - the price of the atest quotation pubished before the date of withdrawa from the share account, if physica deivery is requested ater. These costs incude the ega, administrative and tax costs reating to the Transaction, the fee to the Banking and Finance 9

10 Commission, the admission and isting fee of Euronext, costs of printing the shares and Prospectuses, advertising and communication costs and the fee to the Domiciiary Bank (minimum 0.30% and maximum 0.70% of the amount of the Transaction). persons who are residents of Begium are not, in principe, subject to income tax on the exercise of the Company warrant. Losses suffered by Begian physica persons who are residents of Begium on the sae, exchange, other transaction or non-exercise of the warrants of the Company are not deductibe in 2.7 Fisca considerations for the investor The summary set out beow is based on the fisca and other egisation of the Kingdom of Begium which is in force at the time of issuance of this Prospectus, and it is subject to changes in Begian egisation, incuding amendments with retroactive effect. This summary does not take into account or cover any fisca egisation of countries other than the Kingdom of Begium. Investors must consut their own fisca advisers in reation to the fisca consequences, according to Begian and other egisation, of an acquisition, hoding and sae of the warrants. This summary does not cover any consequences in property aw or inheritance aw. Furthermore, it does not cover any Begian fisca considerations reating to possibe acquirors who are subject, or are additionay subject, to fisca egisative systems other than the Begian system, and it does not address a possibe categories of owners of securities, some of whom may be subject to specia rues. accordance with Begian fisca aw. Begian ega entities which are subject to tax on ega entities ("rechtspersonenbeasting/ impôt des personnes moraes") are not, in principe, subject to income tax on capita gains reaised on the sae or exchange of or other transactions invoving warrants of the Company. Begian ega entities which are subject to tax on ega entities are not, in principe, subject to income tax when exercising the warrants of the Company. Losses suffered by Begian ega entities which are subject to the tax on ega entities on the sae or exchange of, other transaction invoving or non-exercise of warrants of the Company are not deductibe in accordance with Begian fisca aw. Companies registered in Begium and Begian companies which have their fisca registered office outside Begium and hod the warrants via a permanent or fixed estabishment in Begium are, in genera, subject to income tax on the capita gains reaised on Warrants of the Company Income tax Begian physica persons who are residents of Begium are not, in principe, subject to income tax on capita gains reaised on the sae, exchange or other transactions invoving warrants of the Company, uness the Begian Fisca Administration proofs that the capita gain is the resut of specuation or was made outside the norma management of one s private estate. Begian physica the sae or exchange of or other transactions invoving the warrants of the Company. Losses suffered on the sae or exchange of, other transactions or non-exercise of the warrants of the Company are generay deductibe in accordance with Begian fisca aw.when exercising the warrants of the Company, companies registered in Begium and companies with their fisca registered office outside Begium and hoding the warrants via a permanent or fixed estabishment in Begium cannot normay deduct the purchase cost of the warrants of the Company, but they must normay add the purchase vaue of the warrant of the

11 Company to the exercise price of the warrant of the Company and enter the tota in their accounts as the purchase vaue of the shares in circuation Shares of the Company Fisca issues for a Begian investor who is subject to corporation tax Given that Quest for Growth has taken on the obigation in Tax on stock exchange transactions The purchase and sae via a "professiona intermediary" of existing warrants of the Company is subject to a tax on stock exchange transactions ("taks op beursverrichtingen / taxe sur es opérations de Bourse") amounting to 0.07% (but imited to EUR 250 per transaction and per party). Subscription in Begium, via a "professiona intermediary" to the newy issued shares foowing the exercise of the warrants of the Company is subject to a tax on stock exchange transactions amounting to 0.14% (but imited to EUR 250 per transaction and per party). The tax on stock exchange transactions is not payabe by professiona intermediaries as mentioned in Artice 2 of the Law of 6 Apri 1995, acting on their own account, insurance companies as mentioned in Artice 2, 1 of the Law of 9 Juy 1975, acting on their own account, pension funds as mentioned in Artice 2, 3, 6 of the Law of 9 Juy 1975, acting on their own account, coective investment undertakings as mentioned in the aw of 4 December 1990, acting on their own account, or non-residents on presentation of a certificate of non-residence. The physica deivery of securities is, in Begium, subject to a tax amounting to 0.2% of the vaue of the securities. its artices of association to distribute 90% of its received net revenues, the dividends it distributes quaify for an IDTdeduction (Income Definitivey Taxed). The condition of a minimum participation of 5% in the capita of Quest for Growth or of 1.24 miion EUR is not a prerequisite for the impementation of the IDT-deduction. The dividends distributed by the Privak-Pricaf, wi ony quaify for IDT-deduction for the company-investor, to the degree that they arise from dividends that give right to IDTdeduction or are exempted capita gains on shares in accordance with artice 192 WIB/92. The Privak-Pricaf wi therefore ventiate its dividends in function of the source of the distributed revenues. Revenues that arise from dividends that do not give right to IDT-deduction or interest revenues, wi be fuy subject to corporation tax. A withhoding tax of 15% is due on the dividend that is distributed by the Privak-Pricaf. Foowing the transparencytreatment, introduced by the Roya Decree of 9 January 1998, no withhoding tax is due on the part of the dividend that arises from capita gains reaised by the Privak-Pricaf. If a company hods a minimum participation of 25% in a Privak- Pricaf during an uninterrupted period of a minimum of one year, the entire dividend wi be free of withhoding tax. No tax wi be due on capita gains if the Privak-Pricaf engages itsef and foows its engagement to invest its assets in accordance with the reguations as we as in companies which revenues entite an IDT-deduction. 11

12 Fisca aspects for the Begian retai investor and for institutions subject to tax on ega entities The Privak-Pricaf is exempted from the 0.50% registration duty at the foundation of the company or at a ater capita increase. Capita gains reaised on the sae of shares of the Privak are not subject to tax if this transaction fas within the scope of the norma management of one s own private estate (provided that the specific regime appying to hodings of more than 25 % is not appicabe). The withhoding tax, imited to 15% and ony due to the part of the dividend that does not arise from capita gains on shares reaised by the Privak-Pricaf, normay constitutes fina taxation. Under the egisation and reguations which are currenty in force, the Privak-Pricaf is subject to the annua duty on coective investment undertakings. The rate of this duty is 0.06% of the net asset vaue as at 31 December. The Privak-Pricaf aso benefits from a favourabe corporation tax regime. The Privak-Pricaf is subject to norma corporation tax, as a resut of which it benefits from the doube taxation treaties that Begium has signed with more than 55 countries. If the Privak-Pricaf invests its tota assets in accordance with the reevant reguations, in companies which revenues entite an Begian Non-residents The non-resident is, in principe, not subject to any Begian tax as far as he has no fixed ocation in Begium, excusive of the appication of the withhoding tax of 15%. The withhoding tax rate can be owered in appication of the doube taxation treaty between Begium and the country of the beneficiary.therefore, a form "Form 276 Div" needs to be competed. IDT-deduction, the basis of taxation wi, in accordance with Artice 143 of the Law of 4 December 1990, ony consist of the payed compensations for missing coupon in reation to stock ending, the rejected expenses, with the exception of writedowns and capita osses on shares and rights of participation, and received extraordinary and gratuitous benefits. Consequenty the Privak-Pricaf wi not be taxed on revenues gained, regardess of their origin Fisca treatment of the Privak-Pricaf The fisca treatment of the Privak-Pricaf is set out in Voume II of the Law of 4 December 1990, which stipuates the genera fisca regime for investment companies and in the Income Tax Code 1992 as amended by the Law of 16 Apri 1997, which contains a number of specific stipuations in reation to the Privak-Pricaf. Finay there is the Roya Decree of 9 January 1998, which introduces fisca transparency concerning the dividends paid out by the Privak-Pricaf. The Privak-Pricaf wi therefore pay in principe no corporate taxes in Begium. The Privak-Pricaf is exempted from withhoding tax on acquired revenues, excuding dividends from Begian origin. Dividends of Begian origin remain subject to withhoding tax, uness the Privak-Pricaf hods at east 25% of the capita of the Begian company which distributes the dividend for an uninterrupted period of at east one year. The withhoding tax can be offset, in accordance with the reevant egisation, against any occasiona corporation tax that the Privak-Pricaf may have to pay, and the

13 part that cannot be offset is refundabe. Some revenues stemming from abroad may, however, be subject to a withhoding in their country of origin. The Privak-Pricaf wi ony receive these revenues after the withhoding which cannot be offset with the taxes due, nor is it refundabe Rights attached to the shares Right to vote at the Genera Meeting (Artice 38 of the Artices of Association) Each share gives the right to a singe vote. 2.9 Admission to isting on the First Market of Euronext Brusses On August 21st 2002 the Company has submitted an appication to admit the warrants on the First Market of Euronext Brusses. The isting of the warrants is expected as of September 26th The ordinary shares of the Company were aready isted on Euronext Brusses prior to the Transaction, from September At the Genera Meeting, decisions are made by a majority vote, uness the aw prescribes a specia majority. Abstentions or bank votes and invaid votes are not incuded in the cacuation of the majority at the Genera Meeting. If the votes are equa, the motion is rejected. The Managing Director and Company Auditor are eected by a simpe majority. If this is not achieved, a repeat baot is carried out between the two candidates who obtained the argest number of votes in the first baot. If the votes are equa, the odest in age of the two candidates is eected. Subject to approva of the admission appication, the warrants wi be isted on the First Market of Euronext Brusses under group D9, with stock code QFGW4, SVM-code and ISIN-code BE An appication has been submitted to ist the shares that wi be issued due to the exercise of the warrants on the First Market of Euronext Brusses. The first day of trading in the shares to be Rights when distributing the profits (Artices 44 of the Artices of Association) The Genera Meeting decides by a simpe majority, on a proposa from the Board of Directors, on the appropriation of the net profits, in accordance with Artice 57 of the Roya Decree of 18 Apri 1998 on institutions investing in unquoted companies and growth businesses. issued due to the exercise of the warrants wi be as soon as possibe foowing the competion of the exercise of the warrants and the finaisation of the capita increase. The Company undertakes to pay out at east 90% of the income that it has acquired, after deducting saaries, commission and The new shares are entited to dividends for the fisca year starting on 1 Juy of the year of exercise of the warrants. charges, in order to aow the sharehoders covered by the corporation tax system to benefit from the favourabe fisca regime in this area. The hoders of A and B shares wi receive a preference dividend. This preference dividend wi be paid out from that part of the net profit that is in excess of the amount needed to make a 13 nomina payment to the sharehoders equa to 10%, cacuated

14 on the subscribed capita incuding any issue premiums at the end of the financia year to which the dividend reates. Of this excess amount, 20% is paid out to the hoders of A and B shares as a preference dividend. The remaining 80% is distributed equay between a the sharehoders. If the aforementioned 10% is not achieved in a specific year, the shortfa must be recovered first before the preference dividend can be paid out. The cacuation takes pace on a nomina basis. In the case of an increase in capita during the year, the newy contributed capita is taken into account on a pro rata temporis basis. unquoted companies and growth businesses, it is not possibe when increasing capita by issuing shares in return for a contribution in cash, to detract from the preference right of the existing sharehoders. The shares which are subscribed for in cash, wi be offered first to the sharehoders, pro-rata to the part of the capita that is represented by their shares for a period a minimum period of fifteen days starting on the day of opening of the subscription. The Board of Directors wi decide upon the subscription price as we as the period during which the preference right can be exercised Right to distribution in the case of iquidation (Artice 48 of the Artices of Association) After a the debts, charges and costs of the iquidation have been paid, the net assets are first used to repay the paid-up amount of the shares, either in cash or in kind. The foowing conditions need to be compied with during a capita increase with contribution of assets: The identity of the contributor shoud be mentioned in the report as meant by artice 34 paragraph 2 third section of the commercia aw, as we as the notice of the genera meeting that shoud be caed prior to the capita increase; the issue price must not be ess than the average share price during a period of thirty days that precede, nor ess than the Any surpus is divided at the ratio of 20% for the hoders of A and B shares and the remaining 80% in equa parts to a the sharehoders. ast pubished net asset vaue; The aforementioned report must aso incude the effect of the suggested contribution on the existing sharehoders, in particuar regarding their share of profit and the capita Preference right in the case of an increase in capita (Artice 8bis of the Artices of Association) The share that wi be created resuting from a capita increase wi aso be ordinary shares. The Genera Meeting, deiberating in accordance with the rues that appy to a change in the Artices of Association, can increase or reduce the subscribed capita. If the genera meeting decides to ask for an issue premium, this shoud be booked to an non-disposabe reserve account that can ony be decreased by an agreement taken by the genera 14 In accordance with Artice 16 paragraph 2 of the Roya Decree of 18 Apri 1997 concerning institutions for investment in meeting, conforming with the rues required for a change in artice of association.

15 The issue premium wi, as is the case for the capita, be a guarantee for third parties. In case of a decrease of the share capita, the sharehoders that are not in the same position, shoud be treated equay, and shoud the other rues of artices 612 and 614 of the Company Law be respected Risks Despite the fact that investments in growth companies offer more chances to reaise capita gains than arge, mature companies, they aso offer specia risks. Those smaer companies have more often ony one product ine, are active in niche markets and have imited financia means. They can be dependent upon a sma management team. A those aspects resut in companies that are very sensitive to changes in one of those factors, utimatey infuencing their vaue. When quoted financia instruments are concerned, they can be traded ess frequenty and in smaer quantities, because of a imited free foat in comparison with the arger companies. This expains why those companies can be subject to arge fuctuations in share price Expiry of dividends in Begium Uncaimed dividends paid out on registered shares sha expire, in accordance with Artice 2277 of the Civi Code, in favour of the Company, after five years have passed from the date when they became payabe. The dividends on bearer shares sha not, in principe, expire.the Company is, however, abe on the grounds of the Law of 24 Juy 1921, amended by the Law of 22 Juy 1991, to give these dividends to the Caisse de Dépôts et de Consignation/Deposito- en Consignatiekas in advance. The dividends thus given in custody 2.13 Regime appicabe in Begium in the case of theft or oss of the securities This regime is currenty governed by the Law of 24 Juy 1921, amended by the Law of 22 Juy 1991, concerning the non-intentiona dispossession of bearer certificates. Briefy summarised, this regime stipuates the foowing: The dispossessed hoder shoud report his objection to the Nationa Transferabe Securities Department ("Office nationa des Vaeurs mobiières / Nationae Dienst van de Roerende Waarden"). The objection must be fied either by registered etter or by a deed served by a process server, or by notification on ocation. The Nationa Transferabe Securities Department sha pubish it in the ist of securities marked as subject to an objection; Payment wi be suspended and any trading in those securities is nu and void; Securities which are found are returned to the owner; If the shares are not found and if they have been shown in the bocked securities report for four years without interruption, payment of the dividends and, if appicabe, of the capita that has become payabe or the iquidation baance or issuance of a dupicate of the missing securities wi be finay acquired by the dispossessed hoder who has fied an objection Appicabe egisation and competent court The Transaction is subject to Begian aw. Any dispute in reation to the Transaction must be brought before the courts of Leuven, Begium. which have not been caimed after thirty years sha become the property of the State. 15

16 QUEST FOR GROWTH NV Privak, estabished under Begian Law Lei 19, bus 3 B-3000 Leuven - Phone: (32) Fax: (32) Internet: E-mai: quest@questforgrowth.com 16