ANNUAL REPORT FINANCIAL REPORT 2009 QUEST FOR GROWTH

Transcription

1 ANNUAL REPORT FINANCIAL REPORT 2009 QUEST FOR GROWTH

2

3 QUEST FOR GROWTH: 2009 FINANCIAL REPORT CONTENTS 2 Key figures Principal participations Financial data Balance sheet Profit and loss account Profit distribution Off balance sheet positions Post balance sheet events Notes to the financial statements Valuation rules Reports of the Board of Directors Report of the Board of Directors Conflicts of interest Report of the Audit Committee 24 Report of the Statutory Auditor 26 Declaration relative to the faithful image of the Annual Accounts and the faithful overview 26 Financial calendar

4 KEY FIGURES Results from 31/12/2004 until 31/12/ ,000,000 30,000,000 20,000,000 10,000, ,000,000-20,000,000 Portfolio composition and market capitalisation at 31/12/ ,000,000 80,000,000 70,000,000 60,000,000 50,000,000 40,000,000 30,000,000 20,000,000 10,000,000 0 Cash + other net assets Quoted Companies Unquoted Companies Venture Capital Funds Market capitalization 2 l FINANCIAL REPORT 2009

5 RATIOS 1/01/ /12/2009 1/01/ /12/2008 1/01/ /12/2007 1/01/ /12/2006 1/07/ /12/2005 Balance sheet and results (in ) Net profit 18,076,265 (48,404,428) 620,575 21,535,923 7,251,679 Ordinary dividend ,394 18,191,040 6,528,758 Total dividend ,394 21,539,468 7,247,322 Net asset value (N.A.V.) after profit distribution 85,441,572 67,365, ,769,735 95,943,007 95,946,553 Financial Assets (shares and receivables) 79,850,099 61,137, ,892, ,699,790 95,044,717 Cash at bank and in hand and term deposits 4,047,803 5,165,409 5,464,683 10,496,328 8,143,761 Total Assets 85,563,899 67,673, ,499, ,565, ,657,450 Numbers per ordinary share (in ) * Profit per share 1.53 (4.11) Gross dividend per share Net dividend per share NAV per share before profit distribution NAV per share after profit distribution Stock information Share price at year end ( ) Total number of outstanding shares 11,789,255 11,789,255 11,789,255 9,459,073 9,459,073 Number of bought-in shares 259, , , ,745 0 Number of warrants Stock market volume in shares 871,476 1,447,432 2,602,058 2,455,440 1,715,604 Stock market volume ( 1000) 3,513 9,378 26,236 22,926 14,388 Return NAV ** % (41.81 %) 1.8 % 22.4 % 10.3 % Net return on equity (with regard to share price at year end) 0.0 % 0.0 % 0.6 % 19.3 % 7.7 % Pay-out ratio 0.0 % 0.0 % 96.7 % % 99.9 % Discount share price at year end with regard to NAV % % 14.9 % 19.5 % 18.6 % * calculated with total number of outstanding shares at year end, including bought-in shares. ** NAV return after profit distribution, taking into account capital increases (time weighted rate of return). FINANCIAL REPORT 2009 l 3

6 2009 PRINCIPAL PARTICIPATIONS IN FINANCIAL ASSETS Quoted companies % Health Care Equipment & Servives Pharma & Biotech Electrical & Engineering Software & Services Technology Hardware Materials 2.49 % 0.59 % 3.79 % 1.13 % 3.59 % 0.88 % 6.32 % 4.26 % 2.69 % 2.20 % 1.74 % 2.43 % 0.97 % 2.69 % 3.26 % 2.74 % 0.43 % 1.65 % 0.93 % 3.27 % 2.74 % 2.05 % 1.53 % 3.90 % 1.66 % 1.46 % 0.95 % 2.82 % 2.49 % 9.77 % % % % 5.36 % 4 l FINANCIAL REPORT 2009

7 Unquoted Companies % Loan notes 2.12 % Venture capital Funds 9.59 % Technology Pharma & Biotech Technology Pharma & Biotech III 0.94 % 0.61 % 0.98 % 1.09 % 1.88 % I IV 6.27 % 2.34 % 0.35 % 1.87 % 0.18 % II 1.39 % 1.43 % 0.47 % 0.56 % 0.28 % 0.50 % 1.32 % Nantofen 0.32 % Co-investments 1.53 % 0.33 % 1.98 % 0.18 % 1.76 % 0.97 % 1.05 % 9.43 % 9.44 % 2.12 % 7.25 % 2.34 % FINANCIAL REPORT 2009 l 5

8 FINANCIAL DATA 1. Balance sheet ASSETS December December December December Fixed Assets 79,850,099 61,137, ,892, ,699,790 Formation expenses Financial assets 79,850,099 61,137, ,892, ,699,790 Shares 78,033,562 59,198, ,028, ,733,291 Amounts receivable 1,816,537 1,939, , ,499 Current Assets 5,713,801 6,535,923 7,606,626 11,865,851 Amounts receivable within one year 399, , , ,804 Trade receivables 237, Other receivables 162, , , ,804 Short term investments 3,455, ,811 6,870,357 11,043,412 Own shares 1,205, ,811 1,702,806 1,093,412 Term deposits 2,250, ,167,551 9,950,000 Cash at bank and in hand 1,797,803 5,165, , ,328 Deferred charges and accrued income 60, , ,123 90,307 TOTAL ASSETS 85,563,899 67,673, ,499, ,565,641 LIABILITIES Capital and Reserves 85,441,572 67,365, ,769,735 95,943,007 Issued capital 109,748, ,748, ,748,742 89,942,195 Reserves 2,251,148 2,251,148 6,000,000 6,000,000 Reserves not available for distribution 1,205, ,811 1,702,806 1,093,412 Reserves available for distribution 1,045,380 1,434,337 4,297,194 4,906,588 Profit carried forward , Loss carried forward (26,558,319) (44,634,583) 0 0 Amounts payable 122, , ,359 21,622,634 Amounts payable within one year 69,648 80, ,359 21,614,063 Financial debts Trade debts Taxes Dividends to be paid for the fiscal year ,394 21,539,468 Other amounts payable 69,534 80, ,546 74,272 Accrued charges and deferred income 52, , ,570 TOTAL LIABILITIES 85,563,899 67,673, ,499, ,565,641 6 l FINANCIAL REPORT 2009

9 2. Profit and loss account Operating income and charges 1 January December January December January December January December 2006 Gross operating income 19,136,134 (45,903,202) 3,096,848 22,750,915 Realised gains/losses on shares (9,073,057) (7,910,960) 3,489,436 22,887,740 Unrealised gains/losses on shares 28,305,578 (38,451,622) (1,333,413) 401,662 Result from option transactions 54,090 68,553 (16,463) (611,553) Realised results from Forward currency rate agreements (326,057) 752, ,850 (45,926) Unrealised results from Forward currency rate agreements 175,579 (361,752) 132, ,991 Depreciation and other amounts written off Other operating charges (2,281,376) (2,688,514) (2,616,901) (2,074,225) Management fee (1,950,000) (2,276,684) (2,156,217) (1,645,231) Custodian fee (29,871) (43,820) (67,015) (59,036) Statutory Auditors fee (12,047) (9,680) (20,933) (20,364) Printing and publication costs (68,663) (122,038) (148,219) (122,808) Annual tax on Collective Investment schemes (53,892) (92,616) (76,754) (67,163) Directors fees (68,719) (53,350) (53,140) (60,538) Advisory fees (22,219) (14,731) (22,024) (16,797) Accountancy (0) (0) (16,200) (16,200) Others (75,966) (75,595) (56,399) (66,088) Operating Profit/Loss 16,854,758 (48,591,716) 479,947 20,676,690 Financial income 1,025,963 1,621,451 1,527,626 1,184,793 Financial charges 195,616 (1,434,317) (1,386,901) (325,236) Amounts written off own shares* 388,957 (1,280,790) (153,548) 0 Capital increase cost (0) (0) (698,722) 0 Others (193,341) (153,527) (534,631) (325,236) Profit/Loss on ordinary activities before taxes 18,076,337 (48,404,582) 620,672 21,536,246 Income taxes (72) (154) (97) (324) Profit/Loss for the period 18,076,265 (48,404,428) 620,575 21,535,923 * withdrawals 3. Profit Distribution 1 January December January December January December January December 2006 Profit to be appropriated 621,387 21,540,280 Loss to be appropriated (26,558,319) (48,383,435) Profit to be appropriated for the period 18,076, ,575 21,535,923 Loss to be appropriated for the period (48,404,428) Profit/loss brought forward (44,634,583) 20, ,357 Transfers from capital and reserves 3,748,852 From reserves 3,748,852 Transfers to capital and reserves To other reserves Profit/loss to be carried forward (26,558,319) 44,634,584 (20,993) (812) Profit to be carried forward (20,993) (812) Loss to be carried forward (26,558,319) 44,634,584 Distribution of profit (600,394) (21,539,468) Dividends 600,394 21,539,468 FINANCIAL REPORT 2009 l 7

10 8 l FINANCIAL REPORT 2009

11 4. Off balance sheet positions 4.1. Commitments Commitment in Currency Currency Commitment in 2009 Commitment in 2008 Capricorn Cleantech Fund 1,375,000 1,375,000 1,875,000 Capricorn Cleantech Fund co-investments ,431 Carlyle Europe Technology Partners I 377, , ,588 Carlyle Europe Technology Partners II 3,364,114 3,364,114 3,624,515 Clear2Pay 211, ,324 0 Life Sciences Partners III 364, , ,403 Life Sciences Partners IV 1,780,402 1,780,402 2,000,000 Schroder Ventures International Life Sciences Fund II 71,953 $ 49,947 66,072 TC Land Expression ,003 Ventech Capital 2 400, , ,000 Vertex III 780,000 $ 541, ,368 Total 8,364,744 10,365, Forward Currency Rate Agreements Value date Counterparty Quest for Growth buys Quest for Growth sells 29/01/2010 Dexia Bank 1,996, ,800,000 29/01/2010 KBC Bank 2,214, ,000,000 29/01/2010 Dexia Bank 1,386, ,000,000 $ 29/01/2010 KBC Bank 1,456, ,100,000 $ 5. Post balance sheet events 1. Sphere Medical Holding PLC On January 12 th 2010 Quest for Growth subscribed for 250,000 in a convertible loan note to Sphere Medical Holding PLC. The loan note expires on December 18 th Plastic Logic On January 15 th Plastic Logic completed a new financing round in which Quest for Growth did not participate. Because of the dilution the investment in Plastic Logic was fully written off. 3. Vertex III On January 25 th Quest for Growth invested an additional $ 120,000 in Vertex III. The total investment in Vertex III on January 25 th amounts to $ 2,473, Life Sciences Partners IV On January 25 th Quest for Growth invested an additional 24,975 in Life Sciences Partners IV. The total investment in Life Sciences Partners IV on January 25 th amounts to 244,523. FINANCIAL REPORT 2009 l 9

12 6. Notes to the financial statements 1. Financial Assets breakdown 1.1. Shares quoted companies Company Sector / Market Software & Services Number of shares Change since 31/12/2008 Currency Share price Valuation In In % of Net Asset Value INIT INNOVATION Deutsche Börse 90,000 90, , % NEMETSCHEK Deutsche Börse 142,500 12, ,299, % SELOGER.COM Euronext Paris 15,600 15, , % TELEPERFORMANCE Euronext Paris 35,000 35, , % TRANSICS Euronext Brussels 250,000 19, ,750, % UNIT 4 AGRESSO Euronext Amsterdam 200,000-58, ,330, % VIZRT Oslo 415, ,215 NOK ,250, % WIRECARD Deutsche Börse 250, ,412, % Technology Hardware EVS BROADCAST EQUIPM. Euronext Brussels 68,500-6, ,068, % LEM Holding SWX Swiss Exchange 10,000-3,300 CHF ,877, % TANDBERG Oslo 140, ,000 NOK 165.,0000 2,783, % TKH GROUP Euronext Amsterdam 200,342 25, ,794, % Pharma & Biotech ABLYNX Euronext Brussels 62, , % MOVETIS Euronext Brussels 523, , ,401, % ROCHE HOLDINGS SWX Swiss Exchange 17,500 17,500 CHF ,073, % WILEX Deutsche Börse 100,000-64, , % Healthcare Equipment & Services UNITED DRUG Dublin 1,000,000 1,000, ,130, % Electrical & Engineering ANDRITZ AG Vienna 80,000 2, ,241, % ARCADIS Euronext Amsterdam 230,000 10, ,640, % FAIVELEY Euronext Paris 15,000 15, , % IMTECH Euronext Amsterdam 75,000 75, ,412, % PFEIFFER VACUUM Deutsche Börse 40,000 40, ,340, % SMA SOLAR Deutsche Börse 14,000 14, ,305, % SOLAR MILLENIUM Deutsche Börse 40,000 15, ,415, % VESTAS WIND SYSTEMS Copenhagen 19,000-1,000 DKK , % Materials CENTROTEC Deutsche Börse 80,000 80, , % GEBERIT SWX Swiss Exchange 12,000 12,000 CHF ,484, % UMICORE Euronext Brussels 100,000-70, ,340, % 53,724, % 10 l FINANCIAL REPORT 2009

13 1.2. Shares unquoted companies Company Sector/Market Currency Valuation in In % of Net Asset Value ACTIVE CIRCLE Software & Services 800, % CLEAR2PAY Software & Services 5,359, % COREOPTICS Technology Hardware $ 1,184, % IDEA AG Pharma & Biotech 517, % KIADIS PHARMA Pharma & Biotech 1,999, % MAGWEL Software & Services 430, % NANTOFEN Pharma & Biotech $ % OXAGEN Ltd. Pharma & Biotech 4, % PLASTIC LOGIC Technology Hardware 281, % PROSONIX Pharma & Biotech 1,219, % SPHERE MEDICAL Healthcare Equipment & Services 1.125, % SYNTAXIN Pharma & Biotech 1,688, % TC LAND EXPRESSION Pharma & Biotech 1,499, % 16,112, % 1.3. Investments in Venture Funds Company Currency Last Valuation Valuation in In % of Net Asset Value CAPRICORN CLEANTECH FUND 30/09/ , % CARLYLE EUROPE TECHNOLOGY PARTNERS I 30/09/ , % CARLYLE EUROPE TECHNOLOGY PARTNERS II 30/09/ , % CETP LP Co-investment 30/09/2009 1,305, % KIWI I VENTURA SERVICOS 30/09/ , % LIFE SCIENCES PARTNERS III 30/09/2009 1,606, % LIFE SCIENCES PARTNERS IV 30/09/ , % SCHRODER VENTURES LSF II $ 30/06/ , % VENTECH CAPITAL 2 30/09/ , % VERTEX III $ 30/09/ , % 8,197, % Total Investments Total Financial Assets - Shares 78,033, % 1.4. Amounts receivable companies Loan notes unquoted companies Face value in Currency Valuation in In % of Net Asset Value KIADIS PHARMA Convertible Pharma & Biotech 300, , % MAPPER Convertible Semiconductors 605, , % NANTOFEN Pharma & Biotech 276,808 $ 276, % Loan notes quoted companies GOADV Euronext Paris 965, , % Total Financial Assets Amounts receivable 1,816, % Total Financial Assets 79,850, % FINANCIAL REPORT 2009 l 11

14 2. Unrealised and realised results by business unit Quoted companies Unquoted companies Venture Funds Total Realised gains/losses on shares (9,876,826) 803,769 0 (9,073,057) Unrealised gains/losses on shares 31,895,741 (1,960,762) (1,629,401) 28,305,578 Total gains/losses 22,018,915 (1,156,993) (1,629,401) 19,232, New or additional investments in unquoted companies during the fiscal year 116,365 $ 214, , ,997 $ 214,469 $ 68,695 $ 103,042 $ 103, ,000 $ 250,000 January February March April May June Juli August September October November December Trade sale IPO Euronext Brussels 3.1. Clear2Pay On December 23 rd 2009 Clear2Pay closed a 50 million financing round. The transaction was led by the U.S. Company Aquiline Capital Partners. Quest for Growth invested 500,000 in this round. The existing investment of Quest for Growth was revalued on the basis of the price of the last known third party transaction CoreOptics On July 5 th 2006 and on April 25 th and September 4 th 2008 Quest for Growth invested respectively $ 1,500,000, $ 1,050,500 and $ 647,500 in CoreOptics. The advanced transponder platforms of CoreOptics enable carriers to reduce the capital and operational costs of their existing optical networks. In 2009 Quest for Growth invested another $ 703,720 in different tranches. The investment in CoreOptics was reduced in value on the basis of the price used for the last financing round inewit In the first quarter of 2009 Quest for Growth invested another 116,365 in inewit. The company however did not reach its targets and filed for bankruptcy protection on June 12 th. On October 6 th it was decided to wind up the company. The investment was fully written down TcLand On December 6 th 2007 Quest for Growth invested 749,997 as part of a total investment of 1,500,000 in TcLand Expression, a French company developing gene expression biomarkers for transplantation and auto-immune diseases. On April 16 th 2009 Quest for Growth invested the remaining 749, l FINANCIAL REPORT 2009

15 4. Exits 4.1. Certess On December 21 st 2007 Quest for Growth invested $ 1,000,000 in Certess Inc, an EDA (Electronic Design Automation) company. Certess develops a breakthrough technology to perform functional qualification for system-on-chip (SoC) designs and intellectual property (IP). On June 6 th 2008 Quest invested another $ 1,000,000. On February 23 th 2009 SpringSoft, Inc. (Taiwan, TAIEX 2473), a global supplier of specialized IC design software, announced the take-over of Certess, Inc. Certess becomes a wholly owned subsidiary of SpringSoft USA, Inc. The Certess products will be added to the SpringSoft s Novas TM family of verification enhancement solutions. The transaction was closed on March 16 th After selling all Certess shares for cash Quest for Growth achieves an Internal Rate of Return of 35 % on this investment Movetis Movetis raised 85 million in the first significant IPO in the European Life Sciences sector since early 2008 and is listed on Euronext Brussels since December 4 th. The company issued 6,938,776 new shares priced at per share. The IPO was led by Credit Suisse and KBC Securities as Joint Global Coordinators and Joint Bookrunners. Quest for Growth invested 2,500,220 in Movetis. The investment (3.71 % of the portfolio on 31/12/2008) was in the books at the same value. Before completion of the offer Quest for Growth was in possession of 523,601 shares. The existing shareholders engage themselves not to sell any of their shares for at least 12 calendar months following the IPO. Following the IPO Quest for Growth will, in accordance with its valuation rules, apply an 18 % discount to the stock price in its books. From the first month following the IPO, the discount applied will decrease by 1.5 % per month and will have disappeared completely after December 4 th The book value of the Movetis shares in the Quest for Growth portfolio, taking into account the stock price at December 31 st 2009 and the discount for the lock-up agreement, amounts to 5,401,258 or 6.32 % of the net asset value. The discount applied to the stock price due to the lock-up agreement amounts to 1,185,642 or 0.10 per share. 5. Changes in the valuation of shares unquoted companies 5.1. Active Circle Active Circle went through difficult times following Quest for Growth s investment. The company strongly suffered from the general economic recession as clients in many cases postponed their investments. Over the last 9 months the company focussed on the market of video archiving. This changed strategy seems to work well but it is still unclear whether the company will really be successful. Because the company did not meet the expected results and is in need of financing, Quest for Growth valued the company at 50 % of the initial investment cost Trigen AG Trigen AG filed for bankruptcy on June 2 nd The investment that was in the books for 102,906 at December 31 st 2008 was fully written down Idea AG On May 28 th 2009 Quest for Growth was informed that US pivotal phase II studies for Diractin failed. Quest for Growth values the company at 50 % of the initial investment cost. FINANCIAL REPORT 2009 l 13

16 6. Changes in the valuation of loan notes unquoted companies 6.1. Trigen Convertible Loan note See supra Mapper Lithography Convertible loan note The convertible loan note was extended for a period of one year. The company continues to depend upon new financing. Quest for Growth decreased the book value by 205,000 given the uncertainty of new sources of financing Kiadis Pharma On March 12 th Quest for Growth invested another 300,000 in a convertible loan note issued by Kiadis Pharma Concept Group On April 30 th 2009 Concept Group filed at Court for a Company Voluntary Arrangement. The owed debt of 73,085 of the mortgage loan note and interests due will be reimbursed on the basis of a new redemption scheme. Because of the high level of uncertainty the loan note was written down to zero GoAdv GoAdv s convertible loan note is quoted on Euronext Paris. Since the loan note hasn t been traded in the previous year, the Board of Directors decided to value the loan note on the basis of a model that consists of the loan on one hand and a bought call option on the share with the same expiration date as the loan note on the other hand. On December 31 st 2009, the value of the loan note with a nominal value of 965,759 amounts to 839, Capital movements venture capital funds The valuations of the investments in venture funds are based on the reporting of the latest available Board of Directors of the respective funds. For nine of the ten funds the valuation has been based on the reporting as at September 30 th However, for one fund (Schroder Ventures Life Sciences Fund II) the valuation was based on the reporting as at June 30 th Carlyle Europe Technology Partners I 7.2. Carlyle Europe Technology Partners II Date Amount requested Amount received Date Amount requested Amount received 02/01/ ,073 02/01/ ,834 22/06/ ,870 06/07/ ,437 15/12/ ,200 28/07/ ,337 15/12/ , Capricorn Cleantech Fund 7.4. Capricorn Cleantech Fund Co-investments Date Amount requested Amount received Date Amount requested Amount received 02/02/ ,000 09/01/ ,928 28/07/ , Life Sciences Partners III 7.6. Life Sciences Partners IV Date Amount requested Amount received Date Amount requested Amount received 23/01/ ,858 21/04/ ,222 13/03/ ,501 10/08/ ,800 14/08/ ,829 27/10/ ,617 27/11/ , Kiwi I Ventura Serviços Only three investments remain in the portfolio of Kiwi I Ventura Serviços. One of them was recently successfully introduced on the Italian stock exchange. The fund is working on an exit strategy to liquidate the fund prior to its tenth anniversary Schroder Ventures Life Science Fund II Date Amount requested Amount received 14/01/2009 $ 20, Vertex III Date Amount requested Amount received 29/01/2009 $ 180,000 21/04/2009 $ 150,000 14/09/2009 $ 150, l FINANCIAL REPORT 2009

17 8. Movetis and Wilex are both quoted companies, but are considered as unquoted companies for the Privak investment restrictions according to article 41 of the Royal Decree of Angiosonics, CCF Co-investment, Concept Group, Easdaq, Gemidis, inewit, Phytera and Trigen are still part of the portfolio but have no residual value. 10. Securities denominated in foreign currencies have been converted into euro on the basis of the following exchange rates: The commissions stated above are payable on a quarterly basis at the end of each period. The clearing fees are settled for each transaction. With the exception of the commissions and fees stated, no other fees are due for the activities of the depositary bank. For the financial year ending December 31 st 2009, Quest for Growth paid a fee of 29,871 to Dexia Bank for its services as a depositary bank. 15. Remunerations paid to the Statutory Auditor 1,00 $ CHF DKK NOK SEK For certain transactions (such as deposits, forward currency rate agreements, equity transactions), Quest for Growth relied on Dexia Bank, which is a strategic shareholder of the company. As detailed in the report of the Audit Committee, all transactions took place in accordance with conditions that conformed to the market. 12. The Board of Directors has appointed Quest Management NV as Managing Director. On February 9 th 2009, the Board of Directors set an annual fee of 1,950,000 for the period of January 1 st 2009 to December 31 st For the financial year ending December 31 st 2009, a fee of 1,950,000 was paid. 13. The adjustment of the fee for the Managing Director occurred in conjunction with the introduction of a general cost ratio of 3.5 % of the net asset value. Apart from the management fee, these costs also include all other operational expenses, such as the custodian fee, the costs of accounting, Directors fees, costs of periodic reporting, audit, etc. If the threshold is reached, Quest Management and the Independent Directors of Quest for Growth will need to agree measures to enable the company to comply with the cost ratio below the 3.5 % maximum. The general cost ratio for the fiscal year 2009 amounted to 3.31 % of net assets at the end of the previous fiscal year before profit distribution. 14. Dexia Bank acts as depositary bank for Quest for Growth. The fee structure is as follows: Assets type Commission Clearing fee per transaction Listed securities 0.07 % per year Unlisted participating interests 0.01 % per year Not applicable Investments and liquid assets 0.01 % per year Not applicable KPMG Statutory Auditor CVBA 12,047 Advisory fee foreign KPMG Tax Advisors 2,389 withholding taxes The Statutory Auditor s remunerations were approved by the Audit Committee. 16. As at December 31 st, Quest for Growth had purchased 259,305 shares, These shares are not entitled to a dividend and have been valued at the Lower of Cost or Market (LOCOM). On December 31 st 2009, the depreciation on own shares was lowered by 388, was booked. The total amount written off in relation to the decrease in value of own shares amounts to 1,045, Deferred charges and accrued income Deferred charges 60,504 Accrued income from forward currency rate agreements 52, Financial costs Annual Auditor remuneration fee KPMG Statutory Auditor CVBA 6,050 Advies IFRS The financial costs mainly include currency rate differences on current assets and costs of financial services (dividend pay-out). 19. Disclosure of shareholders that own more than 5 % of the subscribed capital Name and address % Disclosure date Dexia Bank België NV % 01/09/2008 Pachécolaan 44, 1000 Brussels Belgium Laxey Partners Limited The Old Chapel, Summerhill Road Ochan, Isle of Man IM3 1NA United Kingdom % 01/09/2008 FINANCIAL REPORT 2009 l 15

18 7. Valuation rules In regard to the Annual Accounts, investments are valued in accordance with the Royal Decree of January 30 th In addition they are completed by a set of rules set out in the Royal Decree of March 8 th 1994, in regard to the accounting principles and Annual Accounts for undertakings for collective investments with variable participation rights, in accordance with the Royal Decree of April 18 th 1997, covering investments in non-quoted partnerships and growth companies. 1. Investments in financial instruments of companies that are not quoted on a regulated market: a) The investments are valued at cost. b) The investment is re-valued if there are sufficient objective indications at hand, such as (but not limited to): a significant third party transaction at a new value; net assets that have clearly changed; profit trends indicating a change in value. c) The value shall be reduced when (but not limited to): significantly less favourable results than foreseen indicate a permanent decrease in value; there is a need for additional financing to avoid winding up, out-of-court settlement or failure; a significant third party transaction at a new value has been concluded. To a great extent, this set of rules is in accordance with the European Private Equity & Venture Capital Association (EVCA). If these options are not traded on a regulated or liquid market, and/or the Board of Directors considers the closing price not to be a fair reflection of the market, the value is defined in accordance with objective criteria (e.g. Black & Scholes), as set out by the Board of Directors. e) Commitments and rights resulting from Forward Currency Rate Agreements are reflected in the off-balance sheet and they are valued at market value. Intermediary differences are included in the result of the reported period. f) Contrary to Article 7 2 of the Royal Decree of March 18 th 1994, stocks and other financial instruments are booked at acquisition price plus costs. Disposals of stocks and other financial instruments are booked at selling price less costs. 3. Formation costs and capital increase costs are attributed entirely to the current fiscal year. 4. The costs of financial instruments are determined by the weighted average prices of acquisition. 5. Financial instruments of listed companies that are subject of a lock-up agreement are valued at a discount of 1.5 % to the stock price per running month until the end of the lock-up agreement. A maximum discount of 25 % is applied. 2. For financial instruments that are quoted on a regulated market: a) Instruments traded on a regulated and liquid market: the published closing price. b) If these instruments are not traded on a regulated or liquid market, and the Board of Directors considers the closing price not to be a fair reflection of the market and another value is justified, this value will be used. The Board will set out the reasons for the values that it selects. c) Investments in other currencies are converted into euros at the euro foreign exchange reference rates, published on a daily basis by the European Central Bank. d) Equity option agreements are treated as financial fixed assets. Equity option agreements traded on a regulated and liquid market are accounted for in the balance sheet at the published closing price. 16 l FINANCIAL REPORT 2009

19 FINANCIAL REPORT 2009 l 17

20 REPORT OF THE BOARD OF DIRECTORS Dear Ladies and Gentlemen, In accordance with the prevailing legislation and the company's Memorandum and Articles of Association, we are pleased to report to you the activities of Quest for Growth NV and submit the financial statements for the year ending December 31 st 2009 for your approval. Activities Quest for Growth NV was incorporated in June 1998 with the objective of providing individual and institutional investors access to a range of investment opportunities relating to European growth companies in the technology and biotechnology sectors. The company invests in carefully selected listed companies, participates in private placements of unlisted companies likely to obtain a listing in the not too distant future or those that are likely to be acquired by a financial or industrial investor, as well as in certain funds offered by experienced venture capital investors. Quest Management NV is responsible for the day-to-day management of Quest for Growth NV. Quest Management NV is a company that specialises in managing portfolios of growth companies in the new technology and life science segments. As shareholders of Quest for Growth NV, the Privak structure provides you with a fully tax transparent treatment of your investment and guarantees standards of the highest quality in terms of transparency and corporate governance. The Board of Directors has delegated authority to Quest Management NV for investments in listed companies. Quest Management NV submits participating interests in unlisted companies for approval by an Investment Committee, consisting of a number of Board Members of Quest for Growth NV. For follow-on investments and co-investments a limited authority is delegated to Quest Management NV. Quest Management NV provides the Board of Directors with a detailed quarterly report on all of its activities and investment performance. The quarterly and annual reports are either available to shareholders via the website or alternatively by request. 18 l FINANCIAL REPORT 2009

21 Furthermore, the details of Quest for Growth's portfolio are confirmed on the website and the portfolio is updated at the end of the month, when the net asset value is published. Quoted companies are judged on their long-term growth potential, the quality of the management and the sustainability of their competitive position. Investments in these companies are either increased or reduced on the basis of Quest for Growth's assessment of their market value. Both the market-sector and geographical diversification is taken into account when deciding on investments in shares, to ensure that the portfolio remains sufficiently diversified. Investments in unlisted companies are based on the same criteria as investments in listed companies. However, there is the additional condition that there should be reasonable options to divest within three years of the date of Quest for Growth s investment. In practice, some companies may be listed or provide an opportunity for divestment sooner than this timeframe, whereas others will require more time than expected. Investments are recorded under Financial Fixed Assets, split between shares and receivables. Receivables include loan notes. Details of investments undertaken are provided in the Portfolio section of this Annual Report. Annual accounts For the financial year ending December 31 st 2009, the company recorded a net profit of 18,076,265 (against a net loss of 48,404,428 for the financial year ending December 31 st 2008) or 1.53 per share (against per share for the previous financial year). On December 31 st 2009, the total assets amounted to 85,563,899 (against 67,373,819 at the end of 2008). The net asset value per share at the end of 2009 amounted to 7.25 (against 5.71 on December 31 st 2008). Furthermore, as at December 31 st 2009, the shares of Quest for Growth were valued at 4.65 per share on the stock market (against 3.15 at the end of the previous financial year). Despite the fact the company booked a substantial loss for the previous fiscal year 2008 and the balance sheet at the end of the fiscal year 2009 shows a loss to be carried forward, the Board of Directors proposes to continue the daily operation of the company in accordance with article 96, 6 of the Company Code. The financial statements are drafted on a going concern basis. Main risks The Board of Directors closely monitors the main risks to which the corporation is exposed. At Quest for Growth, risk management is considered an important theme. The most important risk is the market risk (the fluctuation on the stock markets and the liquidity risk) and with regard to the unquoted companies, the non-transparency risk and consequently the valuation risk. Other managed risks predominantly relate to the positions of currencies and operational risks. The Board of Directors receives monthly reports from Quest Management regarding the entire portfolio, the cash positions and the debt positions. These enable the Directors to effectively check both the diversified portfolio and cash positions. These positions are discussed by the Board of Directors on a quarterly basis and adjusted if it is deemed necessary. Financial instruments During the financial year, the company has made use of financial instruments to limit the market and foreign exchange risks related to the company activities. The foreign exchange risks on portfolio positions quoted in GBP are partly covered by forward currency rate agreements. The foreign exchange risks on portfolio positions quoted in USD are covered for 100 % by forward currency rate agreements. FINANCIAL REPORT 2009 l 19

22 Furthermore, during the financial year stock option agreements were closed to reduce market risks in the portfolio when, in light of the market climate, it was deemed appropriate. On 31 December 2009 no stock option agreements were closed. Events during the financial year At the beginning of the fiscal year Quest for Growth prolonged the existing agreement with Quest Management NV to act as its managing director. The fee for the execution of the mandate of managing director of the company was fixed at 1,950,000 ( 0.16 per share) annually compared to 2,276,684 ( 0.19 per share) in 2008 for the duration of one year, starting January 1 st 2009 and ending December 31 st. The Annual General Meeting of March 19 th 2009 approved the annual accounts and the appropriation of the result for the financial year On March 16 th Quest for Growth realized a first exit in the unquoted portfolio: Certess Inc, in which Quest for Growth had invested $ 2 million in two equal tranches, one in December 2007 and one in June 2008, was sold in its entirety to the Taiwanese group SpringSoft Inc. The internal rate of return was around 35 %. The growth of the unquoted companies in the portfolio was often slowed down by the economic recession. On top of that, the companies, even if they seemed ready, had little to no chance of an exit due to very modest finance activity: no IPO s and rare acquisition opportunities at attractive valuations. As a result many unquoted companies had to rely on their existing shareholders to finance their future growth. Quest for Growth invested in a selective manner in TcLand Expression ( 750,000), Kiadis Pharma ( 300,000), CoreOptics ( 525,000) and Clear2Pay ( 288,675). At the same time Quest for Growth adjusted the valuation of several unquoted portfolio companies where necessary, taking into account slower or more difficult development and, in some cases, the global market trend of lower valuations in the past year. In the first half of 2009 Quest for Growth lowered the valuations of the investments in inewit ( 116,000), CoreOptics ( 1,675,000), Concept Group ( 76,000), Idea AG ( 517,000), Mapper ( 205,000) and Trigen AG ( 108,000). The valuation of investments via other venture capital funds was lowered by approximately 0.8 million. During the second half of the year the exit market improved slowly: the upward moving stock markets made valuations more attractive for possible acquisitions. Also in Europe the IPO market appeared to be reopening. Companies with the maturity to consider an exit and that had sustained the economic crisis well could cautiously dust off their exit strategies, which they had postponed because of the same economic crisis. On December 4 th Movetis, one of Quest for Growth s portfolio companies, raised 85 million euro in the first significant IPO in the European Life Sciences sector since early Since then the company is listed on Euronext Brussels. Quest for Growth had invested 2,500,220 in Movetis. The investment (3.71 % of the portfolio on 31/12/2008) was in the books at the same value. The existing shareholders engaged themselves not to sell any of their shares within the 12 calendar months following the IPO. In accordance with its valuation rules, Quest for Growth applied an 18 % discount to the stock price in its books. From the first month following the IPO, the discount applied will decrease by 1.5 % per month and will disappear completely after December 4 th, Taking into account the stock price on December 31 st and the discount for the lock-up agreement, the book value of the Movetis shares in Quest for Growth s portfolio amounts to 5,401,258 or 6.32 % of its own capital. GoAdv s convertible loan note is quoted on Euronext Paris. Since the loan note hasn t been traded in the previous year, the Board of Directors decided to value the loan note on the basis of a model that consists of the loan on one hand and a bought call option on the share with the same expiration date as the loan note on the other hand. On December 31 st 2009 the valuation was lowered with The valuation of the investment in Active Circle was halved because the company did not meet the expected results and had to adjust its strategy to the changed market environment. Investments in quoted Cleantech companies were further deployed. Cleantech is by no means limited to renewable energy 20 l FINANCIAL REPORT 2009

23 and (new) materials but covers other technological subsectors. By Cleantech we mean innovative products and services that provide a more efficient or cleaner use of the earth s natural resources, such as energy, water, air and materials. Almost half of the quoted portfolio of Quest for Growth can be considered as Cleantech. This important shift of focus was initiated already two years ago and is based on our belief that we can identify within this segment numerous promising companies with significant growth perspectives. The shift to Cleantech led to a revision of the portfolio s sector allocation. The category Electrical & Engineering was added. However, since cleantech is a topic which surpasses the traditional sector allocation, cleantech shares can be found in the newly created sector Electrical & Engineering as well as in longer existing sectors such as Software & Services and Technology Hardware. The mandate for the buy-in programme granted to the Board of Directors by the Extraordinary General Assembly of March 15 th 2007 for a term of 18 months expired on October 31 st The Board of Directors decided not to ask the Annual General Meeting to extend the mandate. On December 31 st 2009 a total of 259, 305 or 2.20 % own shares had been bought. Quest for Growth continues to emphasise the importance of delivering quality information and transparency. As has been the case in the previous years, several Quest Investor Clubs were organised to inform shareholders. The Managing Directors Agreement between Quest for Growth NV and Quest Management NV occurred in conjunction with the introduction of a general cost ratio of 3.5 % of the net asset value. Apart from the management fee, these costs also include all other operational expenses, such as the custodian fee, the costs of accounting, Directors fees, costs of periodic reporting, audit, etc. If the threshold is reached, Quest Management and the Independent Directors of Quest for Growth will need to agree measures to enable the company to comply with the cost ratio below the 3.5 % maximum. The general cost ratio for the fiscal year 2009 amounted to 3.31 % of net assets before profit distribution at the beginning of the fiscal year (2.61 % of net assets at December 31 st 2009). Post balance sheet events Following the closing of the fiscal year Quest for Growth invested an additional 120,000 in Vertex III and 24,975 in Life Sciences Partners IV. Also, 250,000 was invested in a convertible loan note issued by Sphere Medical Holding PLC. In all cases it concerns follow-on investments or the investment of earlier committed capital. At the end of the fiscal year negotiations between the Boards of Directors of Quest for Growth and Quest Management concerning the remuneration of the mandate of Managing Director have been initiated. The Board of Directors takes into account the Company Law provisions concerning conflicts of interest. Immediately after the ratification of the agreement the company will publically publish the outcome in a press release. The notes of the Board of Directors where the final decision is made will be recorded in the annual report of the next fiscal year. The Directors have no knowledge of other facts following the financial year that might have a significant influence on the development of the company. Quest for Growth has no activities in the area of research and development. Appropriation of the result The Board of Directors proposes to the Annual General Meeting of Shareholders to transfer the profit to be appropriated of 18,076,265 ( 1.53 per share) to the loss carried forward of the previous fiscal year. The loss carried forward after deduction of the profit carried forward of the fiscal year amounts to 26,558,319 on December 31 st Discharge We request that, by a separate vote, you discharge the Directors and the Statutory Auditor upon completion of their tasks for the past year. FINANCIAL REPORT 2009 l 21

24 CONFLICTS OF INTEREST APPLICATION OF ARTICLE 524 COMPANY CODE Investment of 500,000 in Clear2Pay Before the meeting René Avonts made note of the fact that Pamica NV, represented by Mr. Michel Akkermans, board member and member of the investment committee, has notified the managing director of Quest for Growth, the chairman of the audit committee and the Réviseur-d entreprise prior to the meeting that he could not participate in the meeting or the decision making process due to conflicts of interest as stipulated in article 523 of the Company Code. Mr. Akkermans is shareholder, chairman of the Board of Directors and CEO of Clear2Pay. Mr. Akkermans answers several questions posed by the members of the investment committee and retreats from the meeting. o o o the quality and integrity of the company s auditing, accounting and financial reporting procedures; the financial reports and other financial information provided by the company to shareholders; the company s systems of internal controls regarding accounting, financial transactions and compliance with the legislation to which the company is subject. The Audit Committee s activities include the supervisory duty in accordance with the second paragraph of Article 23 of the Memorandum. The Audit Committee met three times during the previous fiscal year. The meetings took place prior to the meetings of the Board of Directors on the approval of the annual report of the previous fiscal year and the bi-annual report of the fiscal year ending December 31 st In October an exceptional audit committee meeting was dedicated to the supervision of internal controle procedures. The proposal to invest 500,000 in Clear2Pay was discussed. All members of the investment committee individually give their opinion about the proposal to invest 500,000 at the conditions as they occur in the capital round of 50,000,000 led by Aquiline. The proposed investment is unanimously approved by the members of the investment committee of Quest for Growth NV. OVERVIEW OF THE ACTIVITIES OF THE AUDIT COMMITTEE The Audit Committee comprises a maximum of 4 members of the Board of Directors, the majority of who are Independent Directors. The Audit Committee appoints a Chairman from among its member, who must be an Independent Director. The Board of Directors notices all members of the audit committee meet the requirements of independency and expertise in the area of accounting and auditing, as foreseen by the company law The following subjects were discussed: o o o Audit Committee Charter; Corporate governance charter; Financial report and annual report for the fiscal year ending on December 31 st 2008; o Bi-annual account 2009; o Application and implementation in the Privak Decree of International Accounting Standards (IFRS) o Compliance to the investment rules as set out in article 41 of the Royal Decree of April 18 th 1997; o Supervision of remunerations paid to companies that are professionally linked with the auditor. o Supervision on the application of the management agreement between Quest for Growth and Quest Management and supervision of the general cost ratio; o Supervision of the transaction costs for equity transactions; o Supervision of internal control procedures. The Audit Committee reports to the Board of Directors at least once a year or more regularly. The principle responsibility of the Audit Committee is to assist the Board of Directors in its supervisory tasks by verifying Leuven, January 25 th 2009 The Board of Directors 22 l FINANCIAL REPORT 2009

25 FINANCIAL REPORT 2009 l 23

26 REPORT OF THE STATUTORY AUDITOR Statutory auditor s report to the general meeting of shareholders of Quest for Growth NV PRIVAK on the financial statements for the year ended 31 December 2009 In accordance with legal and statutory requirements, we report to you on the performance of our audit mandate. This report includes our opinion on the financial statements together with the required additional comments and information. Unqualified audit opinion on the financial statements, with explanatory paragraph We have audited the financial statements of Quest for Growth NV PRIVAK for the year ended 31 December 2009, prepared in accordance with the financial reporting framework applicable in Belgium, which show a balance sheet total of 85,563,899 and a profit for the year of 18,076,265. The Board of Directors of the company is responsible for the preparation of the financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with legal requirements and auditing standards applicable in Belgium, as issued by the Institut des Réviseurs d Entreprises/Instituut der Bedrijfsrevisoren. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. In accordance with these standards, we have performed procedures to obtain audit evidence about the 24 l FINANCIAL REPORT 2009

27 amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. We have also evaluated the appropriateness of the accounting policies used, the reasonableness of accounting estimates made by the company and the presentation of the financial statements, taken as a whole. Finally, we have obtained from management and responsible officers of the company the explanations and information necessary for our audit. We believe that the audit evidence we have obtained provides a reasonable basis for our opinion. In our opinion, the financial statements as of 31 December 2009 give a true and fair view of the company s net worth, financial position and results in accordance with the financial reporting framework applicable in Belgium. In spite of the losses carried forward for the year ended 31 December 2009, which have affected adversely the financial position of the company, the financial statements have been prepared under going concern principles. Without calling into question our unqualified opinion we would like to draw your attention to the directors report in which the Board of Directors has, in accordance with Belgian laws, justified the application of the going concern principle. No adjustments have been made to the valuation and classification of certain captions of the balance sheet which would be necessary if the company was not able to pursue its activities. Additional comments and information The preparation of the management report and its content, as well as the Company s compliance with the Company Code and their bylaws are the responsibility of the Board of Directors. Our responsibility is to supplement our report with the following additional statements and information, which do not modify our audit opinion on the financial statements: The Management report includes the information required by law and is consistent with the financial statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the company is facing, and on its financial situation, its foreseeable evolution or the significant influence of certain facts on its future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate. Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium. There are no transactions undertaken or decisions taken in violation of the company s bylaws or the Company Code that we have to report to you. The appropriation of results proposed to the general meeting complies with the legal and statutory provisions. Kontich, 25 January 2010 KPMG Réviseurs d Entreprises Statutory Auditor represented by Pierre P. Berger Réviseur d Entreprises / Bedrijfsrevisor FINANCIAL REPORT 2009 l 25

28 DECLARATION RELATIVE TO THE FAITHFUL IMAGE OF THE ANNUAL ACCOUNTS AND THE FAITHFUL OVERVIEW Auxilium Keerbergen BVBA, represented by Mr. Frans Theeuwes, director chairman of the Audit Committee and Quest Management NV, represented by Mr. René Avonts, Managing Director, declare in name and for account of the Board of Directors of Quest for Growth NV, that to their knowledge, a) the annual financial overviews, drafted according to the Belgian applicable standards for annual accounts, show a faithful image of the assets, the financial situation and the results of the issuer as required by Article 13 4 of the Royal Decree of November 14 th 2007 concerning the obligations of issuers of financial instruments admitted to trading on a regulated market; b) the annual report shows a faithful image of the information required by Article 13 5 and 6 of the Royal Decree of November 14 th 2007 concerning the obligations of issuers of financial instruments admitted to trading on a regulated market. FINANCIAL CALENDAR Shareholders' meetings Annual General Meeting March 18 th, 2010 Annual General Meeting March 17 th, 2011 Public announcements Results Q1 April 22 nd, 2010 Results H1 July 22 nd, 2010 Results Q3 October 28 th, 2010 Results FY January 27 th, 2010 Analyst meetings & Press conferences 2April 23 rd, am July 23 rd, am October 29 th, am January 28 th, am Publication of Net Asset Value 2010 N.A.V. 31Jan 28 Feb 31 Mar 30 Apr 31 May 30 Jun 31 Jul 31 Aug 30 Sep 31 Oct 30 Nov 31 Dec Cash 4 Feb 4 Mar 8 Apr 6 May 10 Jun 15 Jul 12 Aug 9 Sep 7 Oct 4 Nov 9 Dec 6 Jan De Tijd 6 Feb 6 Mar 3 Apr 8 May 5 Jun 3 Jul 7 Aug 4 Sep 2 Oct 6 Nov 4 Dec 8 Jan L'Echo 6 Feb 6 Mar 3 Apr 8 May 5 Jun 3 Jul 7 Aug 4 Sep 2 Oct 6 Nov 4 Dec 8 Jan QfG Website 3 Feb 3 Mar 2 Apr 5 May 4 Jun 2 Jul 6 Aug 3 Sep 1 Okt 3 Nov 3 Dec 5 Jan Publication NAV on QfG website after 5.40 PM. 26 l FINANCIAL REPORT 2009

29

30 QUEST FOR GROWTH NV Privak, fixed capital investment company established under Belgian Law Lei 19, box 3 B-3000 Leuven Phone: +32 (0) Fax: +32 (0) quest@questforgrowth.com

31 ANNUAL REPORT GENERAL REPORT 2009 QUEST FOR GROWTH

32

33 CONTENTS: GENERAL REPORT QUEST FOR GROWTH Notice to the shareholders 4 Ratios 5 Key facts Portfolio Holdings at December 31st 2009 Portfolio composition: By country By stock market By sector 8 Profile, Aim, Investment Policy 10 Strategy 12 Corporate Governance 13 Board of Directors Investment Managers Report Investments in quoted companies Investments in unquoted companies & venture funds Company profiles Unquoted companies Venture capital funds Quoted companies 50 General information 54 Key information 55 Financial calendar 56 Glossary

34 Pursuant to the Royal Decree of November 14 th 2007 regarding the obligations of issuers of financial instruments admitted to trading on a Belgian regulated market, Quest for Growth is required to publish its financial report on an annual basis. The annual financial report comprises the audited annual accounts, the annual report and the signed report of the Statutory Auditor. The integral version of the statutory annual accounts is deposited with the National Bank of Belgium, pursuant to the articles 98 and 100 of the Company Code, together with the annual report of the Board of Directors and the audit report. The Auditor has approved the statutory annual accounts without qualification, with explanatory paragraph. The annual report, the integral versions of the statutory annual accounts, as well as the audit report regarding the said annual accounts are available on the website and may be requested free of charge from the following address: Quest for Growth NV Lei 19 box 3 B-3000 Leuven Belgium Phone: +32 (0) Fax: +32 (0) quest@questforgrowth.com 2 l GENERAL REPORT 2009

35 MESSAGE TO THE SHAREHOLDERS Dear Shareholders, During the past fiscal year, Quest for Growth booked a net profit of just over 18 million euros. The return on equity per share amounted to 26.8 % at the end of the fiscal year, meaning that the company achieved one of its better results since the IPO in However, the profit of 2009 does not fully compensate for the loss of 2008: the balance sheet following appropriation of the result shows a transferred loss of 26 million euros as at December 31 st Consequently, it is legally impossible for Quest for Growth to distribute a dividend from the profit of the past fiscal year to its shareholders. The positive result is almost entirely thanks to the investments in quoted stocks. The quoted portfolio performed much better than both of the reference indices, the Bloomberg New Markets 50 and the NASDAQ Composite index expressed in euros. The valuation of the unquoted portfolio remains nearly unchanged, while the increase of the entire portfolio is smaller than the increase of the two reference indices. Dr. Jos B. Peeters Chairman The shift to the cleantech (or clean technology ) theme, as already pointed out last year, became much more visible particularly in the quoted portfolio. Cleantech now represents approximately half of the volume of the quoted stocks. This trend fits in with the strategy that Quest for Growth employs to always look for promising companies in growth sectors. Like many others, we are indeed convinced that the demand for an environment-friendly economy is structural. This obviously creates opportunities for young companies and somewhat older companies tying in with this social evolution. The unquoted portfolio produced a very mixed picture. Particularly during the first part of the fiscal year, we felt compelled to substantially lower the book value of a number of investments. However, this was compensated for by two successful exits and a revaluation provoked by a capital increase at a higher valuation. Certess was taken over by Springsoft, a Taiwanese competitor. Meanwhile, Movetis was introduced at NYSE Euronext in December As Quest for Growth - like the other existing financial shareholders - engaged itself not to sell its shares for 12 months, the Board decided to value the assets at the stock price minus a discount of 1.5 % per month, for as long as this lock up arrangement runs. The valuation rules of Quest for Growth were adapted to this modus vivendi. The revaluation finally concerned Clear2Pay and was the result of a capital increase with a new lead investor, at a higher valuation than the one used in our books. Although some 200 files were studied, Quest for Growth did not make any new investment in an unquoted company in As things transpired, attractive companies that would fit in with the portfolio were considered too expensive compared to quoted companies performing a similar activity. On the other hand, the trend of follow-on investments persisted. Quest for Growth took part whenever we considered the participation to be expedient, which was the case for Kiadis Pharma, Core Optics and the previously mentioned Clear2Pay. In 2009, the economic downturn, which was brought on by the banking crisis, came to an end. If the economic revival continues in the coming months and years, everything appears to be in place for Quest for Growth to restart a series of positive annual results, as was the case from 2003 to Dr. Jos B. Peeters Chairman GENERAL REPORT 2009 l 3

36 RATIOS 1/01/ /12/2009 1/01/ /12/2008 1/01/ /12/2007 1/01/ /12/2006 1/07/ /12/2005 Balance sheet and results (in ) Net profit 18,076,265 (48,404,428) 620,575 21,535,923 7,251,679 Ordinary dividend ,394 18,191,040 6,528,758 Total dividend ,394 21,539,468 7,247,322 Net asset value (N.A.V.) after profit distribution 85,441,572 67,365, ,769,735 95,943,007 95,946,553 Financial Assets (shares and receivables) 79,850,099 61,137, ,892, ,699,790 95,044,717 Cash at bank and in hand and term deposits 4,047,803 5,165,409 5,464,683 10,496,328 8,143,761 Total Assets 85,563,899 67,673, ,499, ,565, ,657,450 Numbers per ordinary share (in ) * Profit per share 1.53 (4.11) Gross dividend per share Net dividend per share NAV per share before profit distribution NAV per share after profit distribution Stock information Share price at year end ( ) Total number of outstanding shares 11,789,255 11,789,255 11,789,255 9,459,073 9,459,073 Number of bought-in shares 259, , , ,745 0 Number of warrants Stock market volume in shares 871,476 1,447,432 2,602,058 2,455,440 1,715,604 Stock market volume ( 1000) 3,513 9,378 26,236 22,926 14,388 Return NAV ** % (41.81 %) 1.8 % 22.4 % 10.3 % Net return on equity (with regard to share price at year end) 0.0 % 0.0 % 0.6 % 19.3 % 7.7 % Pay-out ratio 0.0 % 0.0 % 96.7 % % 99.9 % Discount share price at year end with regard to NAV % % 14.9 % 19.5 % 18.6 % * calculated with total number of outstanding shares at year end, including bought-in shares. ** NAV return after profit distribution, taking into account capital increases (time weighted rate of return). 4 l GENERAL REPORT 2009

37 KEY FACTS 1/01/ /12/2009 1/01/ /12/2008 1/01/ /12/2007 1/01/ /12/2006 1/07/ /12/ months Net profit/loss 18,076,265 (48,404,428) 620,575 21,535,923 7,251,679 Net profit/loss per share 1.53 (4.11) Ordinary dividend ,394 18,191,040 6,528,758 Dividend to A and B shares ,348, ,564 Profit/loss carried forward (26,558,319) (44,634,583) 20, ,357 Ordinary dividend per share (before withholding taxes) Ordinary dividend per share (after withholding taxes) December December December December December 2005 Net asset value (NAV) after profit distribution 85,441,572 67,365, ,769,735 (1) 95,943,007 95,946,553 (2) NAV/share after profit distribution Stock Price/share Number of Shares 11,789,255 11,789,255 11,789,255 9,459,073 9,459, Capital increase (+ 19,806,547 or 2,330,182 shares at 8.50 per share on April 30 th 2007) 2. Capital increase (+ 32,344,584 or 4,043,073 shares at 8.00 per share on November 10 th 2005) STOCK PRICE VOLUME EURO 5 25,000 20, ,000 10, , Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 GENERAL REPORT 2009 l 5

38 PORTFOLIO Holdings at December 31 st 2009 Number of shares Changes since 31/12/2008 Currency Share price Valuation In % of Net Asset Value Company Sector/Market Quoted companies Software & Services INIT INNOVATION Deutsche Börse 90,000 90, , % NEMETSCHEK Deutsche Börse 142,500 12, ,299, % SELOGER.COM Euronext Paris 15,600 15, , % TELEPERFORMANCE Euronext Paris 35,000 35, , % TRANSICS Euronext Brussels 250,000 19, ,750, % UNIT 4 AGRESSO Euronext Amsterdam 200,000-58, ,330, % VIZRT Oslo 415, ,215 NOK ,250, % WIRECARD Deutsche Börse 250, ,412, % Technology Hardware EVS BROADCAST EQUIPM. Euronext Brussels 68,500-6, ,068, % LEM Holding SWX Swiss Exchange 10,000-3,300 CHF ,877, % TANDBERG Oslo 140, ,000 NOK ,783, % TKH GROUP Euronext Amsterdam 200,342 25, ,794, % Pharma & Biotech ABLYNX Euronext Brussels 62, , % MOVETIS (1) Euronext Brussels 523, , ,401, % ROCHE HOLDINGS SWX Swiss Exchange 17,500 17,500 CHF ,073, % WILEX (1) Deutsche Börse 100,000-64, , % Health Care Equipment & Services UNITED DRUG Dublin 1,000,000 1,000, ,130, % Electrical & Engineering ANDRITZ AG Vienna 80,000 2, ,241, % ARCADIS Euronext Amsterdam 230,000 10, ,640, % FAIVELEY Euronext Paris 15,000 15, , % IMTECH Euronext Amsterdam 75,000 75, ,412, % PFEIFFER VACUUM Deutsche Börse 40,000 40, ,340, % SMA SOLAR Deutsche Börse 14,000 14, ,305, % SOLAR MILLENIUM Deutsche Börse 40,000 15, ,415, % VESTAS WIND SYSTEMS Copenhagen 19,000-1,000 DKK , % Materials CENTROTEC Deutsche Börse 80,000 80, , % GEBERIT SWX Swiss Exchange 12,000 12,000 CHF ,484, % UMICORE Euronext Brussels 100,000-70, ,340, % Loan notes Software & Services GOADV Euronext Paris 83, , % % Unquoted companies (2) ACTIVE CIRCLE Software & Services 800, % CLEAR2PAY Software & Services 5,359, % COREOPTICS Technology Hardware $ 1,184, % IDEA AG Pharma & Biotech 517, % KIADIS PHARMA Pharma & Biotech 1,999, % MAGWEL Software & Services 430, % NANTOFEN Pharma & Biotech $ % OXAGEN Ltd. Pharma & Biotech 4, % PLASTIC LOGIC Technology Hardware 281, % PROSONIX Pharma & Biotech 1,219, % SPHERE MEDICAL Health Care Equipment & Services 1,125, % SYNTAXIN Pharma & Biotech 1,688, % TC LAND EXPRESSION Pharma & Biotech 1,499, % Loan notes Face value in EUR KIADIS PHARMA Convertible Pharma & Biotech 300, , % MAPPER Convertible Semiconductors 605, , % NANTOFEN Pharma & Biotech 276,808 $ 276, % % Venture funds Last valuation (3) CAPRICORN CLEANTECH FUND Funds & Diversified companies 30/09/ , % CARLYLE EUROPE TECHNOLOGY PARTNERS I Funds & Diversified companies 30/09/2009 1,598, % CARLYLE EUROPE TECHNOLOGY PARTNERS II Funds & Diversified companies 30/09/ , % CETP LP Co-investment Funds & Diversified companies 30/09/2009 1,305, % KIWI I VENTURA SERVICOS Funds & Diversified companies 30/09/ , % LIFE SCIENCES PARTNERS III Funds & Diversified companies 30/09/2009 1,606, % LIFE SCIENCES PARTNERS IV Funds & Diversified companies 30/09/ , % SCHRODER VENTURES LSF II Funds & Diversified companies $ 30/06/ , % VENTECH CAPITAL 2 Funds & Diversified companies 30/09/ , % VERTEX III Funds & Diversified companies $ 30/09/ , % 9.59 % Number of shares Total invested: 79,850, % Cash 4,047, % Other net assets (4) 1,205, % Quest for Growth ordinary shares , % TOTAL 85,441, % (1) Movetis and Wilex are quoted companies, but are considered as unquoted companies for the privak investment restrictions according to article 41 of the Royal Decree of (2).Angiosonics, CCF Co-investment, Concept Group, Easdaq, Gemidis, inewit, Phytera and Trigen are still part of the portfolio but have no residual value. (3) Valuation based on the last report of the directors of the Venture Fund. (audited or not) (4) Other net assets include formation expenses, unsettled trades, amounts receivable, amounts payable, deferred charges and accrued income, accrued charges and deferred income. A list of all transactions during the year is available on request from the company s offices. 6 l GENERAL REPORT 2009

39 Distribution of the invested part of the portfolio by country Portugal US Malta Denmark Ireland Israel Norway Austria Switzerland France United Kingdom Germany Netherlands Belgium 0 2,500,000 5,000,000 7,500,000 10,000,000 12,500,000 15,000,000 17,500,000 20,000,000 Distribution of the invested part of the portfolio by stock market Copenhagen Unquoted Loan notes Dublin Euronext Paris Vienna Oslo SWX Swiss Exchange Venture Fund Euronext Amsterdam Deutsche Börse Euronext Brussels Unquoted 0 2,500,000 5,000,000 7,500,000 10,000,000 12,500,000 15,000,000 17,500,000 Distribution of the invested part of the portfolio by sector Semiconductors Health Care Equipment & Services Materials Funds & Diversified Companies Technology Hardware Electrical & Engineering Pharma & Biotech Software & Services 0 2,500,000 5,000,000 7,500,000 10,000,000 12,500,000 15,000,000 17,500,000 20,000,000 22,500,000 GENERAL REPORT 2009 l 7

40 PROFILE, AIM, INVESTMENT POLICY Quest for Growth focuses on European technologybased growth companies covering such sectors as life sciences, information technology, software, semiconductors, telecom, electronics, new materials and special situations in other growth sectors. As at December 31 st 2009, funds under management amounted to 85 million. Quest for Growth has been listed on Euronext Brussels since September 23 rd The Privak, created by Royal Decree of April 18 th 1997, is an investment vehicle, specially tailored to provide a suitable framework for investments in private equity and in growth companies. The Privak is a closed-end fund under the regulation of the Belgian Banking Commission and subject to specific investment and dividend payout rules. Investment rules A minimum of 50 % of the portfolio must be invested in equity A minimum of 70 % of the portfolio (qualified investments) must be invested in: Unquoted companies Companies quoted on a growth market or Venture Funds with an investment policy similar to the Privak However, investments in quoted companies on a growth market can never exceed 50 % of the qualified investments. 8 l GENERAL REPORT 2009

41 The company is neither permitted to invest over 20 % of the portfolio in one company, nor to invest over 6.2 million in one company, over one year. On November 8th, 2005 Quest for Growth raised its capital by 32 million. In accordance with the Royal Decree of April 18 th 1997, a period of 5 years is granted to the fund to comply with the investment rules of the Privak. On April 30th, 2007 Quest for Growth raised its capital by 20 million. In accordance with the Royal Decree of April 18 th 1997, a period of 5 years is granted to the fund to comply with the investment rules of the Privak. Tax Benefits The Privak benefits from important tax advantages. These benefits apply only if amongst others: The investment rules (supra) are adhered to; All investments are made in companies subject to a normal tax regime and Over 80 % of the realised benefits of the fiscal year are paid out as a dividend. (Quest for Growth states in its Articles of Association that at least 90 % of the realised benefits must be paid out). If the Privak invests its assets in accordance with these rules, the taxable basis will consist only of the disallowed expenses and abnormal or gratuitous benefits received. In practice, the Privak pays almost no taxes. Taxation for Belgian retail investors and for legal entities subject to tax on legal entities Dividend payments No withholding tax is due on the part of the dividend that stems from the capital gains on shares realised by the Privak. The remaining part of the dividend is subject to a withholding tax of 15 % and these taxes are considered as final taxes. Capital gains Retail investors are, in principle, not subject to income tax on capital gains realised upon the sale of shares of the Privak. Taxation for Belgian investors who are subject to corporate income tax Dividend payments A withholding tax of 15 % is due on the dividend that is distributed by the Privak. However, no withholding tax is due on the part of the dividend that stems from capital gains realised. Distributed dividends will be eligible for Dividend-Received Deduction (DRD). There is neither a minimum participation condition nor a minimum holding period in the capital of the Issuer to benefit from the DRD. Moreover, the participation in the Privak must not necessarily be booked as financial fixed asset to benefit from the DRD. The dividends distributed by the Privak, will only be eligible for DRD to the extent that they stem from dividends that give right to DRD or exempt capital gains on shares satisfying article 192 BITC. 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 %. Therefore, the Privak will allocate its dividends in function of the source of the distributed income. Capital gains Capital gains realised on the shares of the Privak will normally be subject to corporate income tax at the rate of %. Capital losses are not tax deductible. However, it should be noted that since the Privak distributes almost all of its benefits, capital gains remain limited. Investment policy Quest for Growth invests in growth companies with the objective of converting capital gains into tax-free income through the Privak structure. The largest part of the portfolio is invested in growth companies listed on European stock exchanges (Euronext, London Stock Exchange, Deutsche Börse etc) and other regulated markets. The balance will be invested in unquoted companies working towards an introduction to a stock exchange or trade sale within 36 months. Investments in start-ups or early stage companies are allowed but will be exceptional. Within this category of unquoted companies, up to 15 % of the assets can be invested in venture or private equity funds having an investment policy compatible with that of Quest for Growth. GENERAL REPORT 2009 l 9

42 STRATEGY 10 l GENERAL REPORT 2009 Quest for Growth is a public Privak (private equity Bevak) which aims at investing in high-growth companies. Our goal is to achieve capital gains which can be distributed to the shareholders as dividends without withholding tax being due. Bearing this target in mind, Quest for Growth screens sectors that are expected to grow faster than others. The selected sectors are regularly evaluated and - if necessary - adjusted. Most sectors first experience a period of growth, before the growth decreases and is frequently followed by consolidation when the sector has established itself. At its start-up in 1998, Quest for Growth - apart from biotechnology - primarily focused on information technology and telecommunication. Currently, the interest in biotechnology is still the same, as small-sized, strongly growing biotech companies play an increasingly important role in the development of new medicines and correlate with large pharmaceutical companies which provide an interesting exit channel. On the other hand, the interest in telecom companies - and particularly in operators - has significantly decreased as telecommunication is increasingly considered "utility" and the sector has already heavily consolidated. Information technology, however, must be treated in a far more differentiated way. Some "internet" companies which were founded around the turn of the century feature a stable cash-flow by now. However, they frequently do not gain their competitive edge by technological advantage but by deploying a specific business model or, for instance, highly efficient logistics. On the other hand, there is still a large number of innovative young enterprises which focus on developing state-of-the-art hard- and software in the field of ICT. Over the past years, particularly cleantech or environmentally compatible technology became an attractive "investment theme" in Quest for Growth's investment universe. As it crosses traditional sector allocations, cleantech is more of a theme than a sector: for instance, cleantech enterprises can be found in the sectors (renewable) energy and (new) materials. But numerous other kinds of companies acting in different sectors such as engineering, soft- or hardware more and more frequently focus upon the cleantech aspect of their business. Today, cleantech makes up for approx. 50 % of Quest for Growth's quoted portfolio. Within the retained sectors or themes and their respective segments, Quest for Growth attempts to identify prospective "winners" among quoted companies as well as private companies. With unquoted companies, Quest for Growth specifically seeks for opportunities within the "later stage" segment. Rather than providing seed money (i.e. starting capital) or finance start-ups, Quest for Growth seeks for companies that already exhibit a certain positive development: companies which hold a marketable product or are just about to. Companies that develop a business plan which should relatively soon result in a positive cash-flow are preferred. Exceptions are biotech companies, which have specific dynamics and require significant capital already in early stages, but also allow for faster exits. When initially investing in an unquoted company, Quest for Growth will always inquire the realistic chance of an exit within the first three years following the initial investment. Both an initial public offering (IPO) as well as an acquisition (trade sale) can provide for liquidity. However, every once in a while Quest for Growth still decides to initially invest into a company which is obviously far from an exit and intends several more rounds of financing. These are companies with exceptional potential and where a first, rather limited investment is most of all considered as an entrance ticket to later stage financing rounds. Quest for Growth will often repeatedly invest in the same company, but will confine to capital expenditures that in total do not exceed 5 % of the entire portfolio. For initial investments, Quest for Growth thus estimates the expected future capital demand and bears the respective findings in mind when it defines the initial investment amount. This approach is essential for being able to still

43 "follow" subsequent fund raising, i.e. to still hold sufficient investment opportunities to not be diluted. Also, Quest for Growth tries to avoid holdings in unquoted companies below 0.5 % of its own capital. Evaluations, negotiations and decisions to invest into a private company as well as the related sequels constitute a work-intensive process which bears rapidly accumulating costs for smaller transactions. From a geographical point of view, Quest for Growth mainly aims at European companies. Non-European enterprises must feature an explicit relation to Europe. This enables Quest Management NV, the asset manager, to efficiently follow the portfolio companies closely. It is not Quest for Growth s ambition to hold a majority in the unquoted companies it invests in. In most cases, its participation fluctuates between minimum 2.5 % and maximum 20 %. Quest for Growth does not intend to lead those companies but strives to play an important role as minority shareholder along with other, frequently larger equity holders. However, Quest for Growth believes it is essential to be well informed either through the Board of Directors - as board member or observer - or through other agreements in order to estimate the company s development at all times. In practice, this will not always be possible - for instance, when Quest for Growth does not consider it appropriate to contribute to consecutive capital increases and consequently sees its holding decrease substantially. Apart from direct investments in unquoted companies, Quest for Growth also invests in other funds that follow an investment strategy similar to its own. Quest for Growth first of all selects these funds as to their managers quality, but also takes potential strategic added value into account. The respective added value may, for instance, be a focus onto a geographic market which is of interest for Quest for Growth, but in which it is not well represented. Co-investment rights - which allow Quest for Growth to directly invest into the underlying companies of the respective fund - occasionally may also constitute attractive added value for fund investments. The investment strategy for publicly traded companies is largely similar to the one applied to unquoted enterprises. As far as the terms of sectors and geography are concerned the respective interest is nearly equal. Also, the managed concentration limit exceptionally one single portfolio company may amount to more than 5 % of the net asset value - is the same. Compared to the unquoted portfolio, the quoted portfolio can react quicker to potential developments in the selected sectors. The quoted portfolio can be managed much more dynamically; with unquoted companies, both the investment as well as the disinvestment is a highly time-consuming process. Besides that, minority shareholders can usually not force an exit. As example the recently added focus on cleantech may serve: it is already significantly present within the quoted portfolio, however it is far less present in the unquoted portfolio. On the other hand, highly innovative niche players are almost exclusively found in private companies, as they are still too small and risky to go public. 100 % of Quest for Growth's quoted portfolio is managed actively; benchmarks are exclusively applied with hindsight to determine the performance. Stock picking is based on a thorough analysis: important criteria are the estimated growth and the price-earnings-ratio. The majority of shares within the portfolio are small and mediumsized companies and - with respect to their dimension - match well with the unquoted portfolio. Quest for Growth is very concerned about being in regular and personal contact with those companies' managements. Apart from medium-sized companies, Quest for Growth will occasionally also invest in large companies. This is particularly relevant for the portfolio's management in practice: due to their higher liquidity, short-term adjustments can be made quicker by means of larger market capitalizations. Quest for Growth rarely uses derivative products. The purchase of index put options occasionally serves to reduce dependency from the general stock market atmosphere. In turn, the issuance of call options for individual shares of the portfolio at times serves to possibly improve the portfolio's rate of return. Quest for Growth mainly invests in Euroland limiting its foreign exchange risks. Significant exchange risks of large holdings expressed in a currency little correlating to Euro, are largely covered by forward agreements. GENERAL REPORT 2009 l 11

44 DECLARATION RELATIVE TO CORPORATE GOVERNANCE On 12 March 2009 the new version of the Belgian Corporate governance code was published. This new edition, the Code 2009, results from the activities of the Commission Corporate Governance under the chairmanship of Herman Daems. It replaces the version The Code 2009 takes into account the European and Belgian rules regarding corporate governance, the evolution of the codes and best practices regarding corporate governance in the other EU countries and the expectations of the society and the stakeholders against a background of far-reaching changes following the financial and economic crisis. The structure of Code 2009 remains based on nine principles, forming the cornerstones of corporate governance, on recommendations and on guidelines which explain its range. Thanks to their flexibility, the recommendations can be adapted quickly to the size of the companies, to their needs and to the business life. This flexibility is combined with two key elements: the comply or explain -approach and the central role of transparency. In a concrete manner, this means that quoted companies are expected to follow the recommendations and if nevertheless they deviate from them, they are expected to give a solid explanation in their corporate governance declaration. 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. The Code 2009 contains a number of important modifications which are relevant to the company, such as the clarification of the responsibilities of the Board of Directors, particularly regarding systems for internal control and risk management, the role of committees and the evaluation of their functioning. It fits in with the new legal definition of independent directors. The fund complies with most of the Code s provisions and sometimes goes beyond the requirements. The Corporate Governance Charter can be viewed on Quest for Growth s website: Divergence from the Code s provisions occurs whenever the specific characteristics of the company or the specific circumstances require it. Quest for Growth s Corporate Governance Charter deviates from the principles on the following points: Specialised committees The Corporate Governance Code recommends that special committees be set up within the Board of Directors. These are an Audit Committee, a Remuneration Committee and a Nomination Committee. Quest for Growth's Memorandum and Articles of Association only provide for an Audit Committee. An Investment Committee operates within the Board of Directors that takes the final investment decision on all investments in unquoted companies. The Investment Committee delegated authority to an internal Investment Committee of the managing director for co-investment decisions for venture funds up to 500,000 and for follow-on investments up to a maximum of 50 % of the existing investment to a maximum cumulative value of 3,000,000. The chairman of the Investment Committee holds an evocation right and can decide at any time to submit the proposal to the Investment Committee. The Audit Committee should meet at least 4 times a year Quest for Growth s Audit Committee meets twice a year and whenever deemed appropriate. In principle the Audit Committee meetings take place prior to the Board of Directors meeting for the approval of the semi-annual and annual report. As soon as the company will have to report under IFRS rules, the Audit Committee will meet at least four times a year, on a quarterly basis and whenever deemed appropriate. Appointment of a Nomination and/or Remuneration Committee The Board of Directors has decided not to set up a Nomination and/or Remuneration Committee. This decision fits in with the simple structure of the company and contributes to the low fee structure of the company. General Meeting of shareholders The required percentage of shares that a (single) shareholder must hold to be able to convene a General Meeting may not exceed 5 % of the capital. In accordance with the Memorandum and Articles of Association and the Company Code (Article 532), Quest for Growth applies the rule that shareholders owning more than 20 % of the shares may convene a General Meeting. A maximum of 5 % is not advisable due to the company's relatively small size. The organisation of supplementary extraordinary general assemblies could indeed induce extra financial charges, negatively impacting the financial result of the Company. 12 l GENERAL REPORT 2009

45 THE BOARD OF DIRECTORS Composition, appointments and expiry of term of office The General Meeting of Shareholders appoints Board members for a period that must not exceed three years. In accordance with the Articles of Association of Quest for Growth, the management of the company is entrusted to a Board of Directors. The Board of Directors is composed of at least eight members with the maximum number of members set to fifteen. The holders of Class A and Class B shares each have the right to put forward a list of prospective directors. The General Meeting elects four directors from each list. The holders of ordinary shares have the right to put forward the names of one or more prospective directors. The General Meeting may elect a maximum of seven directors from that list. Directors whose terms of office have expired may be re-appointed. The members of the Board of Directors during the financial year are named below, together with the expiry of their current term of office. On December 31 st 2009 the Board of Quest for Growth was composed of eleven members. Five Independent Directors sit on the Board of Quest for Growth. The criterion of independence is based on Article 526ter of the Belgian Companies Code. Proposed by shareholders of class: Date on which the term of office expires: at the end of the General Meeting that assesses the results for the financial year ending on December 31st Chairman Jos B. Peeters 2010 A Managing Quest Management NV represented by René Avonts, Director Managing Director 2010 A Vice Chairman Bergendal & CO SPRL (1) represented by Count Diego du Monceau de Bergendal 2010 Vice Chairman Tacan BVBA (2) represented by Johan Tack 2010 A Director Euro Invest Management NV represented by Philippe Haspeslagh 2010 A Director De Meiboom NV represented by Edward Claeys 2010 B Director Auxilium Keerbergen represented by Frans Theeuwes BVBA (1) 2010 B Director Gengest BVBA (1) represented by Rudi Mariën B 2010 Ordinary Director Koenraad Debackere (1) 2010 Ordinary Director Dirk Vanderschrick 2010 B Director Pamica NV (1) represented by Michel Akkermans 2010 Ordinary (1) Independent Director (2) Independent Director since 17 July 2009 The Board of Directors met 7 times this year. 19/01/ /02/ /02/ 2009 via conf call 20/04/ /07/ /10/ /10/ 2009 via conf call Jos B. Peeters P P P P P P P Quest Management NV René Avonts P P P P P (tel) P P Euro Invest Management NV P Philippe Haspeslagh P P P A P P Tacan BVBA Johan Tack P P A P P P P Bergendal & Co SPRL Count Diego du Monceau de Bergendal P P A P P P P Dirk Vanderschrick P P A P P P P Auxilium Keerbergen BVBA Frans Theeuwes P P P P P P P De Meiboom NV Edward Claeys P P P P P A P Gengest BVBA Rudi Mariën P P A P A P P Pamica NV Michel Akkermans P P A A P P P Koenraad Debackere A A A A A A A P = present A = absent The Audit Committee met 3 times this year. 19/01/ /07/ /10/2009 Tacan BVBA Johan Tack P P P Bergendal & Co SPRL Count Diego du Monceau de Bergendal P P P 14/05/ /05/ /06/ /10/2009 The Investment Committee met 4 times this year. CoreOptics inewit. Synfora Clear2Pay Jos B. Peeters A A P P Quest Management NV René Avonts P P P P Auxilium Keerbergen BVBA Frans Theeuwes P P P Euro Invest Management NV Philippe Haspeslagh P P P P The Committee of Independent Directors met twice this year. 08/01/ /12/2009 Auxilium Keerbergen BVBA Frans Theeuwes P P Bergendal & Co SPRL Count Diego du Monceau de Bergendal Gengest BVBA Rudi Mariën P = present A = absent P P P P Dexia Bank Goedele Ertveldt De Meiboom NV Edward Claeys Gengest BVBA Rudi Mariën Pamica NV Michel Akkermans P = present A = absent P P A P P P P P P A A P A P P A GENERAL REPORT 2009 l 13

46 THE BOARD OF DIRECTORS DR. JOS B. PEETERS CHAIRMAN BERGENDAL & CO SPRL VICE CHAIRMAN - INDEPENDENT DIRECTOR - REPRESENTED BY COUNT DIEGO DU MONCEAU DE BERGENDAL Jos B. Peeters is the founder and managing partner of Capricorn Venture Partners NV, a Leuven based venture capital company. He was Managing Director of BeneVent Management NV for seven years, a venture capital operation associated with the Kredietbank-Almanij Group. Previously he worked for the international technology-based consulting group PA Technology and the Bell Telephone Manufacturing Company, which is now part of Alcatel. Dr Peeters holds a PhD in Physics from the University of Leuven. He has also been Chairman of the European Venture Capital Association (EVCA) and cofounder of EASDAQ, the pan-european stock market for growth stocks. He is currently director of EASDAQ NV. Furthermore he is member of the Global Advisory Board of the London Business School, Fellow of the Hogenheuvelcollege and Fellow and Chairman of Science@Leuven.be, both from the KU Leuven. Count Diego du Monceau de Bergendal has a wealth of senior management experience. Following a successful career in corporate finance with Merrill Lynch and Swiss Bank International Corporation, he joined the GIB Group where he rose to the position of Managing Director. He subsequently became GIB Group Chief Executive Officer and he is now an Independent Director of ING Belgium, Continental Bakeries (Netherlands), Euroshoe Group, WE International and Le Foyer Finance (Lux). He is also on the Boards of several non-profit organisations. 14 l GENERAL REPORT 2009

47 TACAN BVBA VICE CHAIRMAN INDEPENDENT DIRECTOR SINCE 17 JULY REPRESENTED BY MR JOHAN TACK QUEST MANAGEMENT NV MANAGING DIRECTOR - REPRESENTED BY MR RENÉ AVONTS MEMBER OF THE EXECUTIVE COMMITTEE - QUEST MANAGEMENT NV EURO INVEST MANAGEMENT NV DIRECTOR - REPRESENTED BY PROF PHILIPPE HASPESLAGH Johan Tack holds a diploma in Economic Sciences and a special diploma in Management from the University of Ghent. Since 1976, he has been employed in various commercial and managerial posts at Generale Bank (now Fortis Bank). As a member of the bank's Executive Committee, he was responsible for Marketing and Finance and Control ( ), Asset Management ( ) and the Credit Department ( ). In 1981, Mr Tack set up the Vlaamse Investerings - vennootschap, now Fortis Private Equity, where he was Managing Director until 1983 and a Board Member until Today, he is Chief Executive Officer of Aon Belgium and Aon Luxemburg and Independent Director on the Boards of several companies, including Picanol and Group Maes. Quest Management NV, the managing director of Quest for Growth NV, carries out due diligence investigations, recommends investment and divestment decisions, monitors and produces valuation overviews of the portfolio. René Avonts graduated as a commercial engineer from the University of Leuven in 1970 and started his career in the IT division of Paribas Belgium. He joined the International Division in 1972 and became head of that Department in He was elected member of the Executive Committee and Director in 1995 with responsibility for Capital Markets and Corporate Banking. In 1998, he became a member of the Executive Committee of Artesia Bank and Bacob, in charge of Financial Markets and Investment Banking, as well as chairman of Artesia Securities, the group's equity broker, that was renamed Dexia Securities following the acquisition of Artesia by Dexia in He left the bank in March 2002 at the time of the legal merger between Dexia and Artesia. He was subsequently appointed Director and CFO of Elex NV: the reference shareholder of for example Melexis, Xfabs and EPIQ. René Avonts joined Quest Management NV in September 2003 and he has been a Director of Quest for Growth since its IPO in Philippe Haspeslagh is the Dean of the Vlerick Leuven Gent Management School. Previously, he was a professor at INSEAD, where he held the Paul Desmarais Chair in Active Ownership. He earlier taught as a guest lecturer at the Harvard Business School and the Stanford Business School, and was Chief of Cabinet for the Belgian Minister of Agriculture and of Small and Medium Enterprises. His research covers the areas of Mergers and Acquisitions, Corporate Strategy, Managing for Value and Corporate Governance. Philippe Haspeslagh is the founder of INSEAD s International Directors' Forum and also Chairman of Dujardin Foods NV, Quest Management NV and Capricorn Venture Partners NV. Furthermore, he is a Board member of Vandemoortele SA and of Governance for Owners LLP, and a non-executive partner in Procuritas, which is a management buy-out fund. GENERAL REPORT 2009 l 15

48 DE MEIBOOM NV DIRECTOR - REPRESENTED BY MR EDWARD CLAEYS PAMICA NV INDEPENDENT DIRECTOR - REPRESENTED BY MR MICHEL AKKERMANS AUXILIUM KEERBERGEN BVBA INDEPENDENT DIRECTOR - REPRESENTED BY MR FRANS THEEUWES Since 2003 Edward Claeys has been active in the ERP and e-commerce sector for small and medium businesses. In addition to being Managing Director of Software Developments NV (SDE) and Natch.be. He is also active within the Board of Directors of Capital@Rent, the Investment Holding Cennini NV and De Meiboom NV. Michel Akkermans is a Civil Electrotechnical Engineer and also holds a special degree in Business Economics, both from the University of Leuven. Michel Akkermans is currently CEO and Chairman of Clear2Pay, a software technology company specialising in payment solutions. Michel is also a member of the Advisory Board at GIMV Technology and holds Board positions at a number of companies among which Agfa-Gevaert NV. Frans Theeuwes graduated in commerce and finance from UFSIA Antwerp. He was an accountant audit partner at KPMG and professor at the AHH (presently part of Lessius Hogeschool). He was auditor of banks, insurance companies, as well as commercial and high-tech companies quoted on the Belgian and French stock exchanges and the auditor of affiliated companies of US, UK and Japanese multinationals. Consequently, he is familiar with US GAAP, IAS, UK GAAP, and local accounting standards. Mr Theeuwes is an Independent Director on local Boards of national and international non-profit organisations. 16 l GENERAL REPORT 2009

49 GENGEST BVBA INDEPENDANT DIRECTOR - REPRESENTED BY MR RUDI MARIËN PROF. KOENRAAD DEBACKERE INDEPENDENT DIRECTOR MR DIRK VANDERSCHRICK DIRECTOR Rudi Mariën holds a degree in Pharmaceutical Sciences from the University of Ghent, and specializes in clinical biology. He was a co-founder of Innogenetics. Mr Mariën has been the founder, shareholder, and Managing Director of several clinical reference laboratories, including Barc NV, a leading international centralised clinical laboratory, dedicated to pharmaceutical studies. He was also a reference shareholder and Chairman of Innogenetics. Moreover he is CEO of Gengest Bvba and Biovest ComVa. Through his management company, Gengest Bvba, Mr Mariën has board mandates in different quoted (Devgen NV, Quest for Growth NV) and unquoted biotech companies. Finally, Mr Mariën is vice-president of Cerba European Lab and a member of the American Association for Clinical Chemistry. Professor Debackere holds an MSc in Electrical Engineering and a PhD in Management. He studied at the University of Ghent and at MIT (Cambridge, US). He is a full-time professor in Technology and Innovation Management at the University of Leuven, has been a visiting professor at Nijmegen Business School and is a faculty member at the Vlerick Leuven Ghent Management School. He has been a guest lecturer at various European business schools (Manchester, Kiel, Tilburg, INSEAD) and he obtained Best Research Paper Awards from the American Academy of Management and the Decisions Sciences Institute. Professor Debackere is the Managing Director of the University of Leuven's Research & Development Department and Chairman of Gemma Frisius Fund, the University of Leuven's venture capital fund. In November 1999 he was appointed Chairman of Leuven Innovative Networking Circle (LINC) and was appointed as the General Manager of the University of Leuven in Dirk Vanderschrick is Vice-President and CFO of Dexia Insurance Belgium. He is also Director of Swift, Dexia Investments Ireland and Dexia Investment Company. Dirk Vanderschrick has a degree in Commercial and Financial Sciences and also obtained an MBA degree from the University of Leuven. GENERAL REPORT 2009 l 17

50 Operation The Board of Directors appoints a Chairman from amongst the Board members, who are nominated by the holders of Class A shares. For the Board of Directors to deliberate at least half its members must be present or represented and at least two Class A directors and two Class B directors must be present or represented. If this quorum is not reached, a new meeting may be convened at which the items on the agenda of the earlier meeting may be validly discussed and decided upon if at least four Directors are present or represented. Where the law permits, resolutions of the Board may be passed by written agreement of the members. All decisions by the Board of Directors must be taken by a majority of the votes present. Blank or invalid votes are not counted as cast votes and the person chairing the meeting has the casting vote. The company is validly represented by the Managing Director and a Director acting jointly. The company is also validly represented by three Directors acting jointly, at least two of whom must have been elected on a proposal from the holders of Class A or B shares. Within the terms of their mandates, the company is validly bound by special proxies. For day-to-day management issues, the company is validly represented only by the Managing Director and a director acting together. They may jointly delegate their powers for particular and specific matters to an agent, regardless of whether or not that agent is a shareholder or a Director. Meetings The Board of Directors met seven times during the fiscal year. Besides recurring tasks such as approving the quarterly reports, the semi annual and the annual report the Board also covered other topics such as the investment policy, compliance to the legal boundaries regarding investment obligations and restrictions, corporate governance, developments regarding IFRS, the share buyback programme, possible strategic partnerships and other strategic matters. Certain Board members were unable to attend all Board meetings and were represented in such instances. Remuneration Independant 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 Independant 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 (decision made at the AGM of March 15 th 2007). 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. For this fiscal year the attendance fees amount to 68, As an Independant Director Koenraad Debackere abstains from all fees. The four Directors nominated by the holders of Class A shares with the exception of TACAN BVBA and the two Directors representing strategic shareholders receive no fee. Day-to-day management The Board of Directors delegates the day-to-day management of the company to one or more Directors selected from the Directors proposed by the holders of class A shares. They have the title of Managing Director and the Board of Directors determines the remuneration for that position. The Board has appointed Quest Management NV as the Managing Director. The day-to-day management is organised in such a way that it is supervised by the Audit Committee on behalf of the Board of Directors. In particular, the Audit Committee controls any company transaction or any situation where one of the following persons or legal entities either has a direct or indirect interest: The management company or the depository bank; Persons linked to the management company or the depository bank; Board members, Directors and persons responsible for the dayto-day management of Quest for Growth, the management company or the depository bank. 18 l GENERAL REPORT 2009

51 GENERAL REPORT 2009 l 19

52 MANAGING DIRECTOR The Board of Directors has entrusted the day-to-day management of the company to Quest Management NV. Quest Management was created in 1998 as an independent investment manager specialising in managing portfolios of emerging technology and life-sciences growth market stocks. Quest Management is represented on the Board of Directors of Quest for Growth by Mr René Avonts. RENÉ AVONTS MEMBER OF THE EXECUTIVE COMMITTEE At the end of the financial year the Quest Management staff consisted of two members of the Executive Committee and eight employees (6.9 FTE). René Avonts graduated from the University of Leuven in 1970 where he studied commercial engineering and started his career in the IT division of Paribas Belgium. He joined the international division in 1972 and became head of that department in He was elected member of the executive committee and director in 1995 with responsibility over capital markets and corporate banking. In 1998, he became a member of the executive committee of Artesia Bank and Bacob, in charge of financial markets and investment banking, as well as chairman of Artesia Securities, the group's equity broker, which was renamed Dexia Securities after the acquisition of Artesia by Dexia in He left the bank in March 2002 at the time of the legal merger between Dexia and Artesia. He was subsequently appointed director and CFO of Elex NV: the reference shareholder of amongst others Melexis, Xfabs and EPIQ. René has been a Director of Quest for Growth since 1998 and joined Quest Management NV in September l GENERAL REPORT 2009

53 PATRICK DE BELLEFROID MEMBER OF THE EXECUTIVE COMMITTEE DR. WILLIAM BROOKS MEMBER OF THE MANAGEMENT COMMITTEE SENIOR INVESTMENT MANAGER KATRIN GEYSKENS MEMBER OF THE MANAGEMENT COMMITTEE SENIOR INVESTMENT MANAGER In 1975, Patrick de Bellefroid obtained a Bachelor s degree in Applied Economics from the IAG (Institute of Administrative Management) of the Catholic University of Leuven. He started his career at the Cabinet of the Minister of Foreign Trade. After completing his military service as Administrative Officer, he went to work in the financial sector of Puissant Baeyens, Poswick and Co, currency brokers, and became a partner in this company in In 1988, the company merged with De Laet and became Puilaetco bank in He held various positions at the bank including head of the trading floor, head of institutional sales and head of financial analysis before becoming Chairman in After the sale of Puilaetco to KBL, he left the bank. Since then, he has been holding various Board positions Patrick joined Quest Management NV in December After studying at the Universities of Glasgow, Dundee and Munich, William Brooks has worked for over 10 years in the biotechnology industry. He has worked for and with leading companies and consultancies advising on such issues as business development, technology assessment, financial strategy and mergers and acquisitions. Dr Brooks applies this unique combination of technical and business skills to the life sciences investments. Will joined Quest Management NV in March After graduating as a Commercial Engineer ( Handels- en Bedrijfs-economisch Ingenieur ) at the Catholic University of Leuven K.U.Leuven (Belgium), Katrin started her career in 1993 as a financial analyst at CERA Bank (currently KBC Bank) in Belgium. In June 1997, she obtained an MBA degree from the University of Chicago Booth School of Business. During her MBA, Katrin worked an internship at the Equities Division of Merrill Lynch, London. Following this, she worked as a Management Consultant for A.T.Kearney throughout Europe and South-Africa. In 2000, she was involved with the start-up of a Benelux Venture Services firm. Katrin joined Quest Management mid-2001 as an Investment Manager, responsible for the fund s investments in private technology companies and venture funds. GENERAL REPORT 2009 l 21

54 ELS HUBLOUX MEMBER OF THE MANAGEMENT COMMITTEE SENIOR INVESTMENT MANAGER YVES VANEERDEWEGH MEMBER OF THE MANAGEMENT COMMITTEE SENIOR INVESTMENT MANAGER MARC PAUWELS MEMBER OF THE MANAGEMENT COMMITTEE FUND ADMINISTRATOR Els Hubloux holds a civil engineering degree and an MBA from the V.U.Brussels, Belgium. She started her career at the R&D department of the pharmaceutical companies Abbott and Merck. She subsequently joined KBC Securities as a financial analyst and went on to be an investment manager at KBC Private Equity. Els joined Quest Management NV in July Yves Vaneerdewegh is a commercial engineer and certified EFFAS financial analyst (European Federation of Financial Analysts' Societies). Yves represents fifteen years of experience as a financial analyst and portfolio manager for mainly European small and mid cap companies. He previously worked for Hamburg Mannheimer NV (Munich Re Group) Brussels ( ) as a financial analyst (mainly Belgian and Dutch equity) and then joined Puilaetco Private Bankers NV as a senior portfolio manager. Yves joined Quest Management NV in February Marc Pauwels studied economics (with a specialisation in accountancy) in Brussels. Following this, he obtained a degree at the fiscale hogeschool in Brussels. Marc worked as a tax advisor, before joining the former CERA Bank in Leuven, where for two years he was responsible for reporting on the Risk Weighting Capital Assets Ratio to the Belgian Banking, Finance and Insurance Commission. He was then made responsible for the administration and accountancy of the investment funds promoted by the bank. Marc joined Quest Management NV in October 1998.

55 Reporting and auditing By decision of the EGM of February 2004, later altered by the EGM of March 15 th 2007, the already existing Audit Committee became a statutory body of the Board of Directors. 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 Audit Committee reports to the Board of Directors regularly or at least once a year. The TTiple task of the Audit Committee is to assist the Board of Directors in its supervisory tasks by verifying: the quality and integrity of the company s auditing, accounting and financial reporting procedures; the financial reports and other financial information provided by the company to shareholders; the company s systems of internal controls regarding accounting, financial transactions and compliance with the legislation to which the company is subject. The Audit Committee has unlimited and direct access to all information and personnel with information pertinent to the proper performance of its duties and can dispose of all resources necessary to perform its tasks. The company is expected to maintain free and open communication with the auditors and the management of the corporation. The Board of Directors notices all members of the Audit Committee meet the requirements of independency and expertise in the area of accounting and auditing, as foreseen by the company law. In principle, the Audit Committee meets twice a year and may be convened at any time deemed necessary. The Audit Committee met three times during the previous fiscal year. The meetings took place prior to the meetings of the Board of Directors on the approval of the annual report of the previous fiscal year and the semi-annual report. In October an exceptional Audit Committee meeting was dedicated to the supervision of internal control procedures. The following subjects were discussed: Audit Committee Charter; Corporate governance charter; Financial report and annual report for the fiscal year ending on December 31 st 2008; Semi-annual account 2009; Possible application of International Accounting Standards (IFRS); Compliance to the investment rules as set out in article 41 of the Royal Decree of April 18 th 1997; Supervision of remunerations paid to companies that are professionally linked with the Auditor Supervision of the application of the management agreement between Quest for Growth and Quest Management and supervision of the general cost ratio; Supervision of the transaction costs for equity transactions; Supervision of internal control procedures. Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren Burg. CV, represented by Mr Pierre Berger, has been appointed Statutory Auditor. It has been charged with examining the financial figures, the annual accounts and the compliance of operations to be mentioned in the annual accounts with the provisions of the Companies Code, the provisions as set out in the Royal Decree of April 18 th 1997 and the Articles of Association of the company. Pursuant to the Annual General Meeting of March 15 th 2007, the Auditors are accorded a yearly remuneration of 20,000. The Auditors have been appointed for a period of three years expiring at the end of the Annual General Meeting for the financial year ending December 31 st Following discussions with the Auditor the annual remuneration has been lowered to 8,000 (excluding VAT) for the accounting years ending December 31 st 2008 and December 31 st Audit Committee Chairman Auxilium Keerbergen BVBA (1) represented by Frans Theeuwes Bergendal & CO SPRL (1) represented by Count Diego du Monceau de Bergendal Tacan BVBA (2) represented by Johan Tack (1) Independent Director (2) Independent Director since 17 July 2009 GENERAL REPORT 2009 l 23

56 INVESTMENT MANAGERS REPORT Investments in quoted companies Following the dramatic year that was 2008, stock markets started out performing badly in However, early March saw the bottom being reached and stocks recovered spectacularly, led by gradually improving economic data. US stock markets recorded an annual return of approximately 20 % while European indices rose by some 30 %. As far as sectors are concerned, the two previous years reflected one another closely. In 2009, cyclical stocks demonstrated a strong recovery and defensive sectors fell behind. For Quest for Growth, which invests in three sectors or themes - information technology, cleantech and health care these trends were mainly positive. The performance of technology stocks was excellent, as illustrated by the Nasdaq Composite Index which increased by 39 % (in euros). Cleantech performed equally well with the Cleantech Index achieving a return of 33 % (in euros). On the other hand, pharma stocks performed rather poorly, but this sector was not very present in Quest for Growth s quoted portfolio in Another favorable fact was the strong performance of European small caps. Under these circumstances the quoted portfolio recorded a performance that was clearly above 50 %, which was significantly better than the above mentioned indices. No less than sixteen stocks in the portfolio increased by more than 50 %. Seven stocks that more than doubled in value are well worth mentioning: Andritz, LEM Holding, SMA Solar, Solar Millennium, Tandberg, Unit 4 Agresso and Wirecard. For 2010, stock markets surely still offer interesting perspectives, although nevertheless certain risks remain present. On the one hand, the economic environment clearly improved, but the solid stock market recovery in 2009 suggests that stock valuations are less interesting than they were one year ago which makes it a bigger challenge to find purchasing opportunities. However, a challenge does not mean it is impossible and at the start of 2010, the portfolio still consists of a selection of qualitative companies with acceptable valuations. Although the overall value of the quoted portfolio increased, the number of participations decreased. At the end of the year, Quest for Growth was invested in 28 different quoted stocks, compared to 31 the previous year. Technology Hardware, the largest holding is EVS, which is also Belgian. For several years this stock has resided within the top of the largest participations. At the beginning of 2009 Tandberg was purchased and on October 1 st 2009 a public offering was issued for the company by technology giant Cisco, which was forced to further raise the offer in November. The Pharma & Biotech and Health Care Equipment & Services sectors that harvest all health care investments represented approximately 20 % of the quoted portfolio at the end of This weighting was mainly built up towards the end of the year with the purchase of Roche and United Drug and the IPO of Movetis. Pharma stock valuations have been decreasing for a number of years and through Roche and United Drug, a choice was made to select companies with strong management and sufficient growth potential. To clarify the shift towards a larger number of investments in clean technology, the sector allocation was slightly altered in The Electrical & Engineering sector, which consists almost exclusively of cleantech stocks, was added. The same can be said regarding the Materials sector, where important holdings include Arcadis and Andritz. We find many portfolio newcomers in these sectors, such as SMA Solar, Pfeiffer Vacuum, Geberit, Imtech, Centrotec and Faiveley. These two sectors represented approximately 35 % of the quoted portfolio at the end of However, clean technology is more of a theme than a sector. Several stocks that list as Software & Services or Technology Hardware could also be labeled as cleantech. Company profiles and key figures of all portfolio holdings on December 31 st 2009 are available elsewhere in this Annual Report in the chapter entitled Company Profiles. The Software & Services and Technology Hardware sectors, which together represent the IT part of the portfolio, account for approximately 45 % of the quoted portfolio. Within the Software & Services sector, Unit 4 Agresso remains the largest holding. The German companies Nemetschek and Wirecard also have an important weighting. In November, Quest for Growth raised its position in Transics to 3.09 % which caused a participation declaration for this Belgian supplier of telematic solutions. Through the purchase of Init, a second telematic stock was added to the portfolio. In 24 l GENERAL REPORT 2009

57 Quoted Portfolio - Top 10 Holdings country sector/activity % NAV 31/12/09 Movetis Belgium specialty pharma with focus on gastroenterology 6.3 % Arcadis Netherlands engineering consultancy 4.3 % Unit 4 Agresso Netherlands business software 3.9 % Andritz Austria plant engineering for hydro power, pulp & paper, % EVS Belgium digital image-processing systems for TV broadcasters 3.6 % TKH Netherlands telecom, electrotechnical and industrial solutions 3.3 % Tandberg Norway video conferencing solutions 3.3 % Wirecard Germany internet payment processing 2.8 % Pfeiffer Vacuum Germany technology for vacuum generation and analysis 2.7 % Umicore Belgium materials technology 2.7 % Source: Quest Management SA Best performing stocks in Quest for Growth porfolio in 2009 (in local currency) Solar Millennium SMA Solar ** Wirecard Andritz LEM Holding Unit 4 Agresso Tandberg ** Geberit ** Immupharma * EVS TKH Group Aixtron* Arcadis Umicore Ablynx Nemetschek Benmax50 index DJ Stoxx 600 index Best performing stocks in Quest for Growth porfolio in 2009 (in local currency) Best performing stocks in Quest for Growth porfolio in 2009 (in local currency) * Sold during 2009: performance until removal from portfolio ** Bought during 2009: performance since introduction in portfolio Source: Bloomberg, Quest Management NV Evolution of European private equity investment activity by amount Index - Q = 100 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Note: The percentage change refers to the evolution of the current quarter versus the previous quarter Source: PEREP_Analytics % Early Stage Later Stage -17% -15% Investments in unquoted companies and venture funds European Venture Capital Market EVCA Perep statistics show that venture investment was oriented downwards, with early-stage decreasing by 15 %, and later-stage decreasing by 17 % in value. The total number of companies financed reduced by 6 % and only rescue/turnaround companies increased - up by 28 %. In general, most VC funds were focused on supporting their existing portfolio companies and were hesitant to consider new opportunities. For most venture backed companies, 2009 proved to be a challenging year. The financial and economic crisis had a significantly negative impact on young capital hungry companies. Revenue generating ventures were faced with the effects of the economic crisis (losing clients, projects being delayed). Notwithstanding the fact that some companies continued to grow despite the downturn, in general earnings visibility remained poor throughout the entire year, and many companies were forced to look for additional funding. Due to the capital scarcity, companies with an unsupportive and/or insufficiently strong existing investor base did not make it through the crisis. The latter factor resulted in a high number of failures worldwide in For 2010, the overall outlook is more promising. Recently there have been increasing reports of asset managers that have successfully raised new funds and it is expected that investments in new opportunities will begin again. Divestment at cost rebounded from Q up by 171 %. However, this rebound was largely driven by write-offs which increased more than fourfold and thus not a positive development as venture capital generally speaking slogged through a disappointing year. M&A deal value fell 58 % from a not so good 2008 (based on VentureSource data) while IPOs remained few and far between. However, 2009 ended on a hopeful note with nearly half of the 2009 M&A value coming in the fourth quarter. This has venture capitalists more optimistic in 2010 on the exit side. On the IPO side, there is a glimmer of optimism coming from the successful, albeit few, public offerings of venture-backed companies in The IPO window is clearly slightly opening up. At the end of 2009, the IPO of Movetis confirmed the opening of the IPO window for European pharma & biotech companies. The company raised million in a transaction that valued the company at 258 million post-money. The share price has held steady since listing. It is viewed as positive that while the IPO window has now opened, the number and type of companies filing for IPO are more stringently screened by banks, thus ensuring that the GENERAL REPORT 2009 l 25

58 pipeline is mostly filled with relatively mature companies seeking to list at sensible valuations. The hope is that this steady and controlled approach will persist and prevent another IPO bubble and enable companies listing in the coming months to show a positive share price evolution when compared to the 2005/2006 window. In general, it is expected to see modest overall growth and exits ahead on the venture capital side as the economy bounces its way back to recovery. Update on Quest for Growth s unquoted portfolio New and follow on investments In 2009, Quest for Growth did not make any new investments and mainly focused on the management of its existing portfolio companies. Notwithstanding the severe impact of the crisis on financial institutions, which represent Clear2Pay s client base, the company was able to demonstrate good commercial progress and growth in Based on this achievement, Clear2Pay was awarded the Prize of the Flemish Government for Most Promising Company The award is always presented to a first generation company that is experiencing strong growth and clearly profiling itself in one of the following criteria: competitiveness, innovation, internationalization, entrepreneurship, responsible management and vision. At the end of December 2009, Clear2Pay closed one of Europe s largest technology financings. The 50 million round was led by New-York based Aquiline Capital Partners and Quest for Growth also participated in this round. The proceeds of the round provide Clear2Pay with a significant war chest to fund strong organic growth and potential strategic acquisitions. Furthermore, Quest for Growth also made a follow-on investment in its portfolio company CoreOptics in the middle of CoreOptics, with operations in Nuremberg/Stuttgart, Germany and San Jose, California develops and manufactures subsystems for ultra high-speed optical networking applications in the telecommunications and information technology industries. CoreOptics current product portfolio includes advanced 10 Gbps and 40 Gbps transponders for Metropolitan, Regional and Long Haul optical systems. Although the optical networking space in general had a dismal 2009 on all fronts, we believe that CoreOptics is technologically well positioned to survive the current crisis and come out a stronger company. takeover, Certess became a fully owned subsidiary of SpringSoft USA, Inc and its products will be added to the SpringSoft s Novas TM family of verification enhancement solutions. Quest for Growth invested a total of $ 2,000,000 in Certess and posted an Internal Rate of Return of 35 % on this investment. In December 2009, Movetis, one of the portfolio companies of Quest for Growth, raised 85 million in the first significant sized IPO in the European Life Sciences sector since early The company issued 6,938,776 new shares priced at per share. The IPO was led by Credit Suisse and KBC Securities as Joint Global Coordinators and Joint Bookrunners. The stock started trading at per share. In December 2006, Quest for Growth invested 2,500,220 in Movetis. The investment (3.11 % of the portfolio on November 30 th 2009) was in the books at the same value. Prior to completion of the offer, Quest for Growth was in possession of 523,601 shares. The existing shareholders engage themselves not to sell any of their shares for at least 12 calendar months following the IPO. And following the IPO, Quest for Growth, in accordance with its valuation rules, applied an 18 % discount to the stock price in its books. From the first month following the IPO, the discount applied will decrease by 1.5 % per month and will have disappeared completely by December 4 th Movetis hereby represents more than 6 % of the overall net asset value, making it the most important asset of the portfolio. Due to the lock up agreement, this situation is likely to remain the same over the fiscal year inewit, a company developing and marketing plug and play mobile video communication appliances, was strongly impacted by the effects of the economic crisis. In 2009, telecom operators, which were the natural partners for marketing inewit s products to the mass market, generally speaking put investments in new projects on hold. This commercial setback led to a much higher than forecast cash burn and funding need. In the capital scarce climate of 2009, the company was unable to attract new investors and raise the required amount of capital to cover the additional cash needs that resulted from the delays in commercial roll-out. Quest for Growth wrote off its investment in the company. Exits Trade sale, IPO, write-off In February 2009, Quest for Growth s portfolio company Certess was acquired by SpringSoft, Inc. (Taiwan, TAIEX 2473), which is a global supplier of specialized IC design software. Following the 26 l GENERAL REPORT 2009

59 Evolution of European private equity divestment activity by amount at cost Index - Q = 100; Index write-off - Q = 10 Trade Sale Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Write-off Sale to VC / Sales to Management / Financial Institutions / Repay. Pref Shares / Other Total Divestment +330% +171% +180% +101% Note: The percentage change refers to the evolution of the current quarter versus the previous quarter. Source: PEREP_Analytics

60 Company profiles Unquoted companies Created in 2002, Active Circle develops and markets an innovative software-based solution that addresses the need for storing, preserving, and managing large volumes of digital content. The Active Circle software has been designed for organizations that manage video content, images, scientific and technical data, or user content to help them better control the lifecycle of their data while at the same time keeping down the costs of storage ownership and administration. Active Circle is marketed through a network of system integrators and OEMs. More information is available on Clear2Pay is an innovative financial technology company focused on delivering globally applicable solutions for secure, timely electronic payments. Headquartered in Brussels, Belgium, the company facilitates banks and financial organizations in their provision of payments services. Clear2Pay's technology helps to reduce transactions processing costs, and to deliver new, compelling payment services in a competitive way. Clear2Pay's payment solutions offer organisations easy, branded ways for their customers to pay online: from complex trade-supporting business-to-business environments, through e-commerce applications, to retail payments and remittance services. Functions embrace payments origination, reporting, linkage with back-office processing systems, clearing, netting and settlement. Clients include global and major regional financial institutions such as ING, Banco Santander, Crédit Agricole, VISA, MasterCard, BNP Paribas, The Federal Reserve, PBS (Denmark), The People Bank of China (PBOC), Bank of East Asia, ANZ and Commonwealth Bank. Clear2Pay operates out of Belgium, France, the Netherlands, Poland, Spain, United Kingdom, United States, Australia, China, Malaysia and Singapore and currently employs over 450 staff. For more information, please visit CoreOptics, with operations in Nuremberg/Stuttgart, Germany and San Jose, California develops and manufactures subsystems for ultra high-speed optical networking applications in the telecommunications and information technology industries. CoreOptics current portfolio includes advanced 10 Gbps and 40 Gbps transponders for Metropolitan, Regional and Long Haul optical systems using DWDM, OTN, SONET/SDH, ATM and IP protocols. The company was founded in January 2001 and has received financing from leading venture capital firms T-com, GIMV, Crescendo Ventures, TVM, High Tech Private Equity, Atila Ventures, Quest for Growth and others. The team includes over 140 highly skilled engineers with extensive experience in RF and digital ASIC design as well as optical systems, applications and network architecture. Additional information about CoreOptics can be found at IDEA is a product-oriented company that was founded in 1993 from the Technical University of Munich.The Company is located in the Munich Technology Centre and employs approximately 45 highly motivated and skilled people from different nationalities. IDEA is backed by top-tier European and US investors and the basis of its proprietary technology is a bio-compatible, highly deformable and self-regulating, water based agent carrier called Transfersome. The Company developed new product candidates based on such carriers of whom several are in phase I and Phase III clinical trials; the current focus is on dermatological and pain therapeutics. 28 l GENERAL REPORT 2009

61 Kiadis Pharma is a company that develops cancer research products. Its pipeline contains four of its own products that are in various stages of clinical development. The pipeline of Kiadis Pharma is geared to the delivery of new treatments for major medical needs for which there has been no satisfactory answer in the field of bone marrow transplants and the treatment of aggressive cancers. The four most advanced products in the pipeline are ATIR, PURGE, ECP and NB1011. ATIR, the most important product, enables a life-saving bone marrow transplant for leukaemia patients for whom there is no suitable donor. Purge, a product for the treatment of non-hodgkin lymphoma, confirms the potential of other products of the TheraluxTM technology platform, such as ATIR. Clinical tests, carried out on over 40 patients, prove the effectiveness and safety of Purge and have generated over five years of clinical patient data. ECP is a treatment for cancer patients who develop a resistant chronic graft-versus-host reaction (cgvhd) following a transplant. ECP repairs the immune system through selective elimination of the cells that cause the disease. Moreover, the product could be used for other auto-immune illnesses, of which serious scleroderma, a weakened health condition, can be the first symptom. NB1011 is specifically intended for aggressive massive tumours with a high level of an endogenous enzyme, Thymidylate Synthase (Ts), which do not respond to treatments that are currently available. Magwel is the leader in 3D co-simulation and extraction EDA solutions for ICs. Its unique, patented technology co-simulates 3D drift-diffusion models for the semiconductor with Maxwell s equations for metal interconnect. Leading semiconductor vendors use Magwel tools to characterize active and passive devices and critical interconnect. Magwel is privately held and is headquartered in Leuven, Belgium. For more information, see Established in 2001, MAPPER focuses on developing lithography machines for the semiconductor industry. These machines utilise new and innovative technology that makes it possible to profitably manufacture the chips of the future. The MAPPER machine is a highly cost-effective means of manufacturing the next generation of chips, eliminating the need for the very expensive mask required for standard machines while at the same time combining high resolution and high productivity. The current generation of lithography machines utilises photographic techniques to etch infinitesimal electric switches which have a surface area of less than 1/100 th of a human hair onto a silicon wafer. These standard machines contain a mask that holds the blueprint of the chip, the pattern of which is applied to a photosensitive layer (similar to a photograph being illuminated). The MAPPER machine images wafers directly use parallel electron beams, without the use of a mask. MAPPER is located in Delft and employs 170 people. For more information, please refer to GENERAL REPORT 2009 l 29

62 Oxagen is focused on becoming a significant biopharmaceutical company, developing a pipeline of novel drugs to treat inflammatory diseases. The company has created a portfolio of valuable drug targets centred on the highly attractive class of receptors, GPCRs. Through its heritage in human genetics, Oxagen has validated a number of GPCR targets. Many of these are novel and it has selected the most promising as drug targets. Oxagen was established in April 1997 and initially focused on identifying drug targets through genetics. Since 2003 the Company has focused on building a drug discovery and development capability and pipeline around GPCR targets. The company is based in Milton Park, south of Oxford, UK. Plastic Logic's mission is to lead a revolution in the way people acquire, organize and consume information. Plastic Logic is using its proprietary technology leadership in plastic electronics to create a range of innovative products. The first product, the QUE proreader, will enter the marketplace in April Founded in 2000 by researchers out of the Cambridge University Cavendish Laboratory, Plastic Logic has research and development in Cambridge, England; highvolume, state-ofthe- art manufacturing in Dresden, Germany; and executive management, product engineering, sales and marketing headquartered in Mountain View, California. For more information about Plastic Logic, please go to Prosonix Ltd is a world leader in the field of marketing registered value-added ultrasonic solutions. The company set up a team of chemists and engineers in Oxford (UK), in turn offering its customers a unique multidisciplinary angle to enable complex problems to be solved. All parties benefit from the intellectual property rights and the registered, tailor-made sonochemical equipment of Prosonix.The most important markets for Prosonix are currently the pharmaceutical industry and the treatment of minerals, two sectors that use the company s technology for the complete Crystallisation Control TM of the products, processes and production units of the customer.prosonix also has a growing number of strategic agreements with leading academic and technological partners. As a result of these agreements, the company is perfectly placed for the development of the next generation of commercial applications of ultrasonic process solutions. 30 l GENERAL REPORT 2009

63 Sphere Medical Holding plc is developing highly innovative monitoring products to provide clinical and economic benefits in the critical care environment, based on the company s proprietary technology. The products enable the minimally invasive, real time measurement of clinical chemistry parameters and therapeutic drug concentrations, giving healthcare professionals the information they require to more effectively manage therapy and optimise patient outcomes. Sphere Medical and the leading clinicians with whom it works consider that its novel technology will result in a major improvement in monitoring practice. This should in turn lead to improvements in the standard of patient care across a range of scenarios including intensive and critical care medicine, the operating room, during organ failure, during surgical treatments and anaesthesia and in the effective administration of drugs. Sphere Medical has been awarded the Frost & Sullivan Technology Innovation Award for Point of Care Technologies, clear recognition that its innovative micro-analyser could profoundly impact the sector. Sphere Medical was founded in 2002 and is based in Cambridge, UK. Further information can be found at Syntaxin Ltd is a new biopharmaceutical company that will focus on the research and development of new drugs based on bacterial toxins for the treatment of chronic diseases. The company was set up in 2005 as a spin out of the UK Health Protection Agency, with investments by Abingworth Management Ltd. Other investments come from the initial investor Abingworth and new investors Life Science Partners, SR-One (GSK) and Johnson & Johnson Development Company. The company s pipeline is based on the operation of powerful pharmaceutical properties of some bacterial proteins, particularly exotoxins. The best known exotoxins are botulinum toxins that cause long-term blockage of the neurotransmission by cholinergic nerves. Through altering the cell-oriented specificity of these molecules, Syntaxin aims to develop longacting drugs to prevent cell secretion in a series of cell types for the treatment of chronic pain, respiratory and metabolic diseases. This technology, on which the pipeline of Syntaxin is founded, is based on decades of research at the Health Protection Agency in Porton Down. And the research, the current research team and the existing portfolio of property rights was transferred by the HPA to Syntaxin on the establishment of the company. TcLand Expression SA was incorporated in 2002 as a spin-off from INSERM/ITERT in Nantes, France - a major European research and clinical centre in transplantation and immunology. The company is presently a leader in the development of gene expression biomarkers in transplantation and auto-immune disorders. Quest for Growth invested 1,500,000 as part of a 8.2 million Series A financing round, which was led by Auriga Partners (Paris, France) with additional participation from Beviguen (Paris, France), Debiopharm (Lausanne, Switzerland) and Genzyme Corporation (Boston, USA). GENERAL REPORT 2009 l 31

64 Company profiles Venture capital funds Capricorn Cleantech Fund is a venture capital fund investing in companies that are active in the fields of renewable energy, energy efficiency, water purification, clean air, materials recycling such as biofuels or other bio-based materials and products, etc. The fund has 112 million to invest and is managed by Capricorn Venture Partners. Quest for Growth has already invested 1,125,000 as part of a total investment round of 2,500,000. Carlyle Europe Technology Partners is managed by subsidiaries of the Carlyle Group, which is one of the leading and most experienced global private equity companies. CETP focuses on investing in European companies, mainly in the technology, media and telecommunications sectors. The fund focuses on both buyouts, whereby potential portfolio companies can bear debt financing, and the investment of equity capital in companies with existing income, regardless of whether they are already profitable ("later stage venture"). Quest for Growth co-invested in many of CETP s portfolio companies through Carlyle Europe Technology Partners co-investment, LP. For more information, see Kiwi Ventura Serviços S.A. is a 110 million investment fund advised by Pino Venture Partners of Milan. Kiwi has made equity investments in early-stage companies providing products and services in telecommunications, new media and information technology in Europe, with a major focus on Italy. The most significant of its investments to date has been Tiscali, an Italian ISP, which was floated on the Milan Stock Exchange in October In 2009, Kiwi enjoyed the IPO of Yoox.com. The Kiwi I fund is at the end of its lifetime and currently in the process of being liquidated. Life Sciences Partners (LSP) is a leading independent European venture capital firm, providing private equity financing to early- to mid-stage life-science companies. Since the late 1980s, LSP s management has invested in a large number of highly innovative enterprises, many of which have grown to become leaders of the global life-science industry. With 450 million under management and offices in Amsterdam, Munich and Boston, LSP is one of Europe s largest and most experienced specialist life-science investors. 32 l GENERAL REPORT 2009

65 SV Life Sciences provides finance to businesses at all stages of development and across the human life sciences sector. These sectors range from biotechnology & pharmaceuticals to medical devices & instruments, to healthcare information technology and services. SV Life Sciences currently advises or manages five funds with capital commitments of approximately $ 1.4 billion, which primarily invest amounts of between $ 1m and $ 20m in North America and Europe. SVLSF II closed in 1999 with total commitments of $ 280 million (plus $ 30 million of co-investments committed by partners and individuals affiliated with SVLS). Ventech Capital 2 is a 112 million French venture fund based in Paris that has been active since July Ventech II is an early-stage investor, investing in technology and life sciences companies that are either in the process of being formed or recently started up. Ventech invests in the information technology sector, with a particular emphasis on new-generation networks, software applications, online activities, the internet and mobile telephony, as well as services, commerce and the media. In the life sciences sector, they particularly focus on applied genomics. The fund is now fully invested in number of lines and will only do follow-on investments. For more information, see Vertex III is the third venture capital fund for investments in Israeli and Israel-related technology companies established by the Vertex Group. The Fund s objective is to achieve superior longterm capital appreciation for its investors by targeting high-growth companies with unique technology and strong management teams that can adapt to rapidly growing markets. Vertex Israel Venture Capital was founded in 1997 to capitalise on emerging technology in Israel and it is headquartered in Tel-Aviv with representatives in Europe, the U.S., Singapore and Japan. Vertex invests in Israeli and Israeli-related high technology companies in the early stages of development in the areas of information networking, communications and subsystems, components, imaging, enterprise software and other leading emerging technologies. For more information, please refer to GENERAL REPORT 2009 l 33

66 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Company profiles Quoted companies Ablynx, a biopharmaceutical company with headquarters in Ghent, Belgium, is involved in the discovery and development of Nanobodies to treat a range of serious human diseases. Nanobodies are a novel class of antibody-derived therapeutic proteins. Due to their small size, unique structure and extreme stability, Nanobodies combine the advantages of conventional antibody therapeutics with the key features of small-molecule drugs. Andritz is an engineering company that provides high-tech production systems and related services for selected industries. The group focuses on five business areas: Pulp and Paper provides technology to produce pulp used for paper, board and fibreboard and machines for tissue production. Hydro Power is a supplier of turnkey electromechanical equipment for hydro power plants and this business area also includes large-scale pumps. Metals installs plants for the production of steel and non-ferrous products and metal forming. Environment and Process covers products for mechanical and thermal solid/liquid separation for municipalities and mining and steel industries. Feed and Biofuels supplies equipment for the production of animal feed and wood/biofuel pelleting. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 73.7 % 25.4 % Estimated earnings per share growth Operational margin Return on equity Estimated price earnings * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % 4.5 % Estimated earnings per share growth % 18.2 % Operational margin 4.85 % 5.83 % Return on equity % % Estimated price earnings 18.6x 15.8x * Consensus estimates FACTSET at December 31 st 2009 Ablynx Nv (EUR) Andritz Ag (EUR) 8,5 8, ,0 8, ,5 7,5 7,0 7, ,5 6,5 6,0 6, ,5 5, ,0 5,0 4,5 4, ,0 4,0 3,5 3, l GENERAL REPORT 2009

67 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Arcadis is an engineering consultancy company that is active in three segments: environment, infrastructure and facilities. Environment includes consulting on environmental policy, environmental impact assessments, the investigation of soil and groundwater contamination and remediation projects. In Infrastructure, the company designs and manages the construction of roads, railways, waterways, dikes, harbours, power plants, industrial parks, etc. Facilities activities are related to the development and maintenance of buildings. The company was founded in 1888 as Vereniging Nederlandse Heidemaatschappij (Heidemij) to develop land and was quoted in Amsterdam in 1995, changing its name to Arcadis in Centrotec Sustainable AG is specialised in energy-efficient technology for buildings. The group comprises four business segments. Gas Flue Systems includes products such as plastic gas flue systems for condensing boilers, technical roof products and advanced composites. Climate Systems' main product groups are: heat recovery ventilation systems, air heaters, heating systems for wall or floor installation, heating systems based on renewable energies (solar thermal, heat pumps and biomass) and climate systems for commercial properties. Brands include Wolf, Brink and Ned Air. The subsidiary medimondi AG includes Medical Technology & Engineering Plastics. The listed % owned subsidiary Centrosolar Group is active in photovoltaic solar modules systems for roofs and solar glass and PV mounting systems. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 4.8 % 7.9 % Estimated earnings per share growth 0.2 % -3.3 % Operational margin 6.52 % 6.51 % Return on equity % % Estimated price earnings 14.0x 14.4x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth -5.3 % 4.2 % Estimated earnings per share growth % % Operational margin 6.10 % 6.49 % Return on equity 4.39 % % Estimated price earnings 27.8x 8.3x * Consensus estimates FACTSET at December 31 st 2009 Arcadis (EUR) Centrotec Hochleistung AG (EUR) 17,0 17,0 11,0 11,0 16,0 16,0 10,5 10,5 15,0 15,0 10,0 10,0 14,0 14,0 9,5 9,5 13,0 13,0 9,0 9,0 12,0 12,0 8,5 8,5 11,0 11,0 8,0 8,0 10,0 10,0 7,5 7,5 9,0 9,0 7,0 7,0 8,0 8,0 6,5 6,5 7,0 7,0 6,0 6,0 GENERAL REPORT 2009 l 35

68 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 EVS Broadcast Equipment was founded in 1994 by Laurent Minguet, Pierre L'Hoest and Michel Counson and listed on the Brussels Stock Exchange in October EVS is the leader in digital image-processing systems for live mobile production of television broadcasts. EVS provides integrated production systems which manage the entire work process, from acquiring video signals from the cameras through to distributing the images, including editing and archiving them. EVS' flagship product is the XT server. The EVS product range is compatible with High Definition Television (HDTV) standards. EVS' 47 % owned subsidiary XDS ("exchange Digital Cinema") produces high definition servers (CineStore) for the digital cinema market. The division Radio Management Systems (NETIA) was divested in the middle of Faiveley's principal activities are the development of equipment for trains and passenger rolling stock. Their products include power supply, automatic doors, air conditioning, heating, couplers, electro-mechanics, on-board electronics, security and driving safety systems for both high-speed and local passenger railway networks. The Group also develops air conditioning and heating systems for special vehicles in the defence sector and automated systems for fixed installations. The Group operates in France, Spain, Hong Kong and South Korea and Australia. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % 29.5 % Estimated earnings per share growth % 62.2 % Operational margin % % Return on equity % % Estimated price earnings 24.9x 15.3x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 4.6 % 4.0 % Estimated earnings per share growth 24.9 % 3.0 % Operational margin % % Return on equity % % Estimated price earnings 11.2x 10.9x * Consensus estimates FACTSET at December 31 st 2009 Evs Broadcasting Equip (EUR) Faiveley SA (EUR) l GENERAL REPORT 2009

69 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Geberit s principal activities are the design, manufacture and sale of sanitary plumbing systems to the residential and commercial new construction and renovation markets. The Group operates under the following product lines: Installation Systems: products used in new dwelling units or renovations; Flushing Systems: water-saving technologies such as the dual volume and flush/stop technology ; Public: urinal flush systems and wash basin faucets; Waste Fittings and Traps: traps for bathtubs, showers, wash basins and kitchen sinks; Building Drainage Systems: pipes and fittings for building and roof drainage applications; Water Supply Systems: The multilayer metal composite pipes; Underground Piping Systems: plastic pipe systems. Imtech is a European technical services provider in the fields of electrical engineering, ICT and mechanical engineering. Activities cover the entire value chain from design, consultancy, engineering and implementation (installation) to maintenance services and maintenance management. Imtech is active in different market segments such as buildings, care & cure, industry, marine and infra & traffic, in each of which a substantial portion of the revenue is related to energy & environment. The Internatio-Müller conglomerate, which had been established in 1970 as the result of a merger between the trading and shipping concerns Internatio (1863) and Müller (1878), decided in the nineties to focus on technical solutions and changed its name into Imtech in Stock market data Stock price at December 31 st ,50 EUR Market capitalisation at December 31 st m EUR Performance in ,4 % (in EUR) Financial data* Estimated sales growth -13,2 % -0,4 % Estimated earnings per share growth -20,1 % 3,4 % Operational margin 23,27 % 22,00 % Return on equity 25,37 % 23,33 % Estimated price earnings 19,3x 18,6x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 11.7 % -0.5 % Estimated earnings per share growth 7.7 % -5.4 % Operational margin 4.87 % 4.47 % Return on equity % % Estimated price earnings 10.8x 11.4x * Consensus estimates FACTSET at December 31 st 2009 Geberit AG (CHF) Imtech (EUR) ,0 20, ,0 19, ,0 18, ,0 17,0 16,0 16, ,0 15, ,0 14, ,0 13, ,0 12, ,0 11, ,0 10, ,0 9,0 GENERAL REPORT 2009 l 37

70 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Init (Innovation in Traffic Systems) is active in the area of telematics and electronic fare collection systems for public transport. Its products assist transportation companies in making public transport more attractive, faster and more efficient. As a turnkey supplier, Init provides integrated hardware and software solutions, including products for the control center (intermodal transport control system-icts), for communication and for vehicles (onboard computer, electronic ticketing, automatic passenger counting,...). Other activities include planning software and analysis systems for the automotive industry. Stakes in associated companies are 43 % of iris GmbH (infrared and intelligent sensors) and 44 % of id systeme (personnel planning software Perdis). INIT was founded in 1983 by Dr.-Ing. Gottfried Greschner as a university spin-off. The company is headquartered in Karlsruhe, Germany. LEM is a market leader in providing innovative and high quality solutions for the measurement electrical parameters. Its core products current and voltage transducers - are used in a broad range of applications in industrial, traction, energy and automotive markets. LEM s strategy is to exploit the intrinsic strengths of its core business and develop opportunities in new markets with new applications. Together with production plants in Geneva (Switzerland), Machida (Japan), Beijing, (China) and our regional sales offices, LEM offers a seamless worldwide service. LEM has been listed on the SWX Swiss Exchange since Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 14.6 % 13.2 % Estimated earnings per share growth 35.8 % 7.4 % Operational margin % % Return on equity % % Estimated price earnings 13.2x 12.3x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st CHF Market capitalisation at December 31 st m EUR Performance in % (in CHF) Financial data* Estimated sales growth % 13.8 % Estimated earnings per share growth % 38.2 % Operational margin % % Return on equity % % Estimated price earnings 21.7x 15.7x * Consensus estimates FACTSET at December 31 st 2009 Init Innov In Traffic Systems (EUR) LEM Holding SA (CHF) 12,0 12, ,0 11, ,0 10, ,0 9, ,0 8, ,0 7, ,0 6, ,0 5, l GENERAL REPORT 2009

71 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Movetis is a European specialty pharmaceutical company focused on the discovery, development and commercialisation of novel innovative drugs for the treatment of gastrointestinal diseases with high unmet need. The current portfolio is licensed from Janssen Pharmaceutica NV, Belgium and Ortho-McNeil Pharmaceutical Inc., two Johnson & Johnson companies. Its lead product, Resolor (prucalopride), received the marketing approval in the EU in October 2009 for the symptomatic treatment of Chronic Constipation (CC) in women in whom laxatives fail to provide adequate relief. In December 2009, Movetis raised a total of million in an IPO on Euronext Brussels. Nemetschek AG is a software vendor in the architecture-engineering-construction (AEC) field. It provides products for the complete life cycle of buildings, from the design right through to construction and management. For the Design phase, the company supplies computer-aided-design (CAD) software for architects and civil and construction engineers. Its main products are Allplan Architecture (high end) and VectorWorks (mid market). The business unit Build provides ERP solutions and technical applications for construction companies. Furthermore, the company provides software solutions for facility and commercial real estate management (Manage). New Business Opportunities (NBO) includes multimedia software in the field of visualisation and animation. The company was founded in 1963 by Prof. Georg Nemetschek, listed on the stock exchange in 1999 and acquired Hungarian competitor Graphisoft at the beginning of Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in (in EUR) Financial data* Estimated sales growth % Estimated earnings per share growth - - Operational margin - - Return on equity - - Estimated price earnings - - * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % 2.4 % Estimated earnings per share growth 14.9 % 23.8 % Operational margin % % Return on equity % % Estimated price earnings 10.2x 8.2x * Consensus estimates FACTSET at December 31 st 2009 Movetis NV NPV (EUR) Nemetschek AG (EUR) 13,4 13, ,2 13, ,0 13, ,8 12, ,6 12, ,4 12, ,2 12, ,0 12,0 4 4 GENERAL REPORT 2009 l 39

72 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Pfeiffer Vacuum Technology is a manufacturer of components and systems for vacuum generation, measurement and analysis. Vacuum produces conditions that are similar to those encountered in outer space and are indispensable in the production of numerous high-tech products (solar cells, semiconductors, insulated glass, mechanical tools, etc.) and also plays a major role in the analytical industry, R&D and environmental technology. The company's most important product group is turbomolecular pumps (for high to ultra-high vacuum), which were invented at Pfeiffer. Backing pumps are used for low and medium vacuum ranges. Components and instruments include pressure controllers, leak detectors and mass spectrometers. Arthur Pfeiffer founded the company in 1890 and the company had its IPO (on the NYSE) in The company has its headquarters and manufacturing site in Asslar, Germany. Roche Holding s principal activities are to discover, develop, manufacture and market novel health care solutions. The Group operates through two Divisions, namely Pharmaceuticals and Diagnostics. The Pharmaceuticals Division consists of Roche Pharmaceuticals along with Genentech and Chugai which the company has majority shareholdings in. It focuses on innovative medicines primarily in the areas of Oncology, Autoimmunity, Metabolism, Virology and CNS. The Diagnostics Division provides products and services for in-vitro diagnostic testing, which includes reagents and instrumentation in the area of molecular biology, clinical chemistry, immunochemistry, hematology and coagulation. The Diagnostics division consists of five business areas: Diabetes Care, Professional Diagnostics, Molecular Diagnostics, Tissue Diagnostics and Applied Science. It operates in over 180 countries worldwide. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth -8.6 % 0.0 % Estimated earnings per share growth % 5.3 % Operational margin % % Return on equity % % Estimated price earnings 18.5x 17.6x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 7.7 % 2.4 % Estimated earnings per share growth 12.2 % 9.8 % Operational margin % % Return on equity % % Estimated price earnings 14.2x 12.9x * Consensus estimates FACTSET at December 31 st 2009 Pfeiffer Vacuum Technology AG (EUR) Roche (CHF) l GENERAL REPORT 2009

73 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 SeLoger.com s principal activity is to operate online publicity agency. The Group offers advertisements related to real estate in their web site. The Group also offers free of cost local journals containing advertisements on property for sale and rentals. The Group offers other services to its subscribers such as alerts on rentals through s, SMS and MMS. The Group also provides real estate consultancy and helps their clients in getting housing loans and insurance coverage. The Group operates only in France. On 01-Jul-2008, the Group acquired Belles Demeures. SMA Solar Technology AG develops and sells solar power inverters, which perform the conversion of the variable direct current (DC) generated by a solar module into grid-acceptable alterating current (AC). Within the Photovoltaic Technology division, its Sunny Boy branded inverters are suitable for use in small and midrange PV systems (up to 20 kw). Sunny Mini Central devices are suited for mid-range systems from 15 kw. Sunny Tower and Sunny Central are installed as central inverters for large scale PV systems and open-field plants. Two smaller divisions are Railways Technology and Electronic Manufacturing, of which the latter produces mainly for internal demand. SMA was founded in 1981 by Günther Cramer, Peter Drews and Reiner Wettlaufer in Kassel. Since June 2008, the company is listed on the Frankfurt Stock Exchange. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 1.4 % 4.7 % Estimated earnings per share growth 12.5 % 10.8 % Operational margin % % Return on equity % % Estimated price earnings 19.6x 17.7x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 30.2 % 22.2 % Estimated earnings per share growth 26.1 % 14.7 % Operational margin % % Return on equity % % Estimated price earnings 21.5x 18.7x * Consensus estimates FACTSET at December 31 st 2009 SeLoger.com (EUR) SMA Solar Technology AG (EUR) GENERAL REPORT 2009 l 41

74 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Solar Millennium AG, Erlangen, is a company in the renewable energy sector, predominantly focusing on solar thermal power plants. Solar Millennium specialises in parabolic trough power plants - a reliable, proven technology in which the company covers all major business sectors along the value chain for solar thermal power plants from project development over technology and turn-key construction to the operation and ownership of power plants. In Spain, Solar Millennium developed Europe's first ever parabolic trough power plant. The current regional focus is on Spain, the USA, China and North Africa. In addition, the company develops solar chimney power plants and intends to make this technology ready for the market. Tandberg is a leading provider of video conferencing solutions. Videoconferencing can be used to communicate audio, video and data between end-points, mainly meeting rooms. Tandberg's products include telepresence (ultra-high-end solution), HD video conferencing systems, desktop video communication, video VoIP and videoconferencing management and scheduling software. Tandberg also sells network infrastructure products such as MCUs (multipoint control units), gatekeeper and gateway solutions. Through a partner network, the Tandberg Constant Care program provides installation and support services. Headquarters are in Oslo, Norway and New York, United States. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % 44.6 % Estimated earnings per share growth % 35.9 % Operational margin % % Return on equity % % Estimated price earnings 15.6x 11.5x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 5.6 % 16.8 % Estimated earnings per share growth -8.4 % 25.4 % Operational margin % % Return on equity % % Estimated price earnings 25.3x 20.2x * Consensus estimates FACTSET at December 31 st 2009 Solar Millenium (EUR) TANDBERG ASA (NOK) l GENERAL REPORT 2009

75 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Teleperformance provides contact center-based CRM services. The group operates under two major segments: Transmission of calls (outbound services) and reception of calls (inbound services). Teleperformance is active in four main lines of business which are customer care, customer acquisition, technical support and debt collection. The company was created in 1978 by Daniel Julien. In 2007 Teleperformance became the number one worldwide. TKH Group (formerly Twentsche Kabel) focuses on three market segments: telecom solutions, building solutions and industrial solutions. Within these segments, solutions for communications, security, care and comfort are growth areas. Telecom Solutions subdivides into indoor telecom, fibre network and copper network systems. Building Solutions includes building technologies (lighting systems, home automation, elderly care...), security systems and connectivity systems (cables for utilities, infrastructure and energy). Meanwhile, Industrial Solutions comprises connectivity systems (cables for medical, automotive and machinery) and manufacturing systems (tyre building and product handling systems). Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 3.0 % 0.7 % Estimated earnings per share growth % 9.3 % Operational margin 7.54 % 8.78 % Return on equity 8.91 % 9.13 % Estimated price earnings 12.8x 11.7x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % 5.8 % Estimated earnings per share growth % 72.6 % Operational margin 3.87 % 6.10 % Return on equity 6.06 % 9.52 % Estimated price earnings 29.4x 17.0x * Consensus estimates FACTSET at December 31 st 2009 Teleperformance SA (EUR) TKH Group NV (EUR) 25,0 25,0 14,0 14,0 24,5 24,5 13,0 13,0 24,0 24,0 12,0 12,0 23,5 23,5 11,0 11,0 23,0 23,0 22,5 22,5 10,0 10,0 22,0 22,0 9,0 9,0 21,5 21,5 8,0 8,0 21,0 21,0 7,0 7,0 20,5 20,5 20,0 20,0 6,0 6,0 19,5 19,5 5,0 5,0 GENERAL REPORT 2009 l 43

76 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Transics is a provider of fleet management systems (FMS) or telematics for truck and transport fleets. Transics' FMS hardware or on-board computers (OBC), with the Laura Plus and Quattro Plus brand names, registers information relating to both the vehicle and driver. The subsidiary DIS provides digital tachographs to register rest and driving times. Software includes TMS, used for reporting and analysis, and TFM to access real-time information. Transics provides subscription based services such as software and hardware maintenance, GPRS communication and navigation. The Field Services team manages project implementation and consultancy. The company was founded in 1990 by Walter Mastelinck and Ludwig Lemenu. In May 2006 the Carlyle Group acquired 80 % of the company and this was followed by an IPO in June Umicore is a materials technology group with four business areas: The Precious Metals Products & Catalysts group is one of the world's largest manufacturers of automotive emission control catalysts. The other four business units in this group are jewellery and electroplating, precious metals chemistry, technical materials and thin film products. Precious Metals Services is the world's largest recycler and refiner of complex materials containing precious metals. The group also operates a metals management unit (trading, leasing, hedging,...). Advanced Materials produces high-purity metals, alloys, compounds and engineered products (cobalt oxide, cobalt powders, germanium, zinc powder,...) for use in rechargeable batteries, microelectronics, hard metals tooling industry,... Zinc Specialties is a refined zinc producer, that focuses on specialties. The SolviCore joint-venture with Solvay is active in fuel cells. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % 7.9 % Estimated earnings per share growth % 48.3 % Operational margin % % Return on equity 3.37 % 4.74 % Estimated price earnings 41.2x 27.8x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % 9.7 % Estimated earnings per share growth % 68.7 % Operational margin 2.05 % 2.72 % Return on equity 5.66 % 9.10 % Estimated price earnings 36.2x 21.5x * Consensus estimates FACTSET at December 31 st 2009 Transics International NV (EUR) Umicore SA (EUR) 9,0 9, ,5 8, ,0 8,0 7,5 7, ,0 7, ,5 6, ,0 6,0 5,5 5, ,0 5, ,5 4, ,0 4,0 3,5 3, l GENERAL REPORT 2009

77 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Unit 4 Agresso is an international software company that is headquartered in the Netherlands (Sliedrecht) and has been listed on the Amsterdam stock exchange since The company is active in business software, selling licenses, maintenance and services for software to control, support and optimise various business processes and to improve business operations. Its main international product is Agresso Business World. Coda, acquired in 2008, provides financial management solutions, designed to meet the needs of financial directors and finance departments. In the Benelux and some other countries, Unit 4 Agresso delivers business software to small and medium-sized enterprises (SME) and specific sectors. The group sold its "Internet & Security" division in early United Drug is a healthcare services provider, operating through 3 divisions. Healthcare Supply Chain combines all logistics operations of the group, i.e pharma wholesale, pre-wholesale (contract distribution outsourcing) and sales and marketing of medical and scientific equipment and consumables. Contract Sales & Marketing Services, operating through Ashfield In2Focus, specialises in recruiting and employing contract sales representatives, hospital specialists and nursing professionals on behalf of pharmaceutical companies. Packaging & Specialty Services includes contract packaging of pharmaceuticals, provision of flu/travel vaccines and direct to home healthcare. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth -2.3 % 1.1 % Estimated earnings per share growth 2.9 % 19.3 % Operational margin 8.65 % % Return on equity % % Estimated price earnings 12.2x 10.2x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 2.0 % -1.7 % Estimated earnings per share growth -9.0 % 1.7 % Operational margin 3.89 % 4.43 % Return on equity % % Estimated price earnings 9.1x 8.9x * Consensus estimates FACTSET at December 31 st 2009 Unit 4 Agresso (EUR) United Drug (EUR) ,8 2, ,6 2,6 2,4 2, ,2 2, ,0 2, ,8 1, ,6 1, ,4 1, ,2 1,2 GENERAL REPORT 2009 l 45

78 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Vestas (Denmark) is the world s largest wind turbine manufacturer. In 2008 it had a 19 % market share. The company also installs the turbines and provides follow-up and maintenance services for the installations. Vestas produces the windmills and its components through subsidiaries and associated companies in many countries, as well as operating a worldwide sales and service network. Vizrt provides software and production tools for the broadcast and digital media industry. The company's 3D graphics software suite offers solutions including character generation (Viz Trio), 3D ticker systems, virtual studio, weather applications, map creation tools... Vizrt is also a vendor of video workflow solutions (media asset management, including automated ingest of digital media and digital archiving) and online publishing tools. Vizrt Ltd. has its roots in RT-Set, which was founded in In 2001, it changed its name to Vizrt (Vizualisation Real-time), following the acquisition of Peak Broadcast Systems in Norway. Vizrt has its registered seat in Israel, while its corporate headquarters located in Bergen, Norway. Its shares are quoted on the stock market of Oslo (since 2005). Stock market data Stock price at December 31 st DKK Market capitalisation at December 31 st m EUR Performance in % (in DKK) Financial data* Estimated sales growth 16.0 % 4.6 % Estimated earnings per share growth -1.4 % -0.5 % Operational margin % % Return on equity % % Estimated price earnings 15.7x 15.7x * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % 18.7 % Estimated earnings per share growth % % Operational margin 1.06 % % Return on equity 3.85 % % Estimated price earnings 71.3x 21.8x * Consensus estimates FACTSET at December 31 st 2009 Vestas Wind Systems A/S (DKK) VI(Z)RT (NOK) l GENERAL REPORT 2009

79 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 dec 08 jan 09 feb 09 mrt 09 apr 09 mei 09 jun 09 jul 09 aug 09 sep 09 okt 09 nov 09 dec 09 Wilex AG has an attractive late-stage oncology portfolio. Wilex has two products in clinical development - Rencarex in Phase III and WX-UK1 in Phase Ib/IIa. In addition, the company has several antibody and small-molecule pre-clinical programmes targeting various cancer types. Wilex has a pipeline of six development programmes and is concentrating its development efforts in oncology on therapeutic antibodies and targeted small molecules. It owns the global commercialisation rights for all of its major development programmes. In April 2005, Quest For Growth agreed to invest 2,000,000 in Wilex AG. In November 2006, the shares started trading on the Frankfurt stock exchange. Wirecard AG is one of the leading international providers of electronic payment and risk management solutions. It supports companies in automating their payment processes and minimising cases of default. Wirecard Bank AG provides account and credit card services both for business and private customers and is a Principal Member of VISA, MasterCard and JCB. The internet payment service Wirecard enables consumers to make secure payments at millions of MasterCard acceptance outlets worldwide. In addition, registered users can send or receive money orders to and from one another on a real-time basis. Wirecard AG is listed on the Frankfurt Securities Exchange. Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth % -6.5 % Estimated earnings per share growth - - Operational margin - - Return on equity - - Estimated price earnings - - * Consensus estimates FACTSET at December 31 st 2009 Stock market data Stock price at December 31 st EUR Market capitalisation at December 31 st m EUR Performance in % (in EUR) Financial data* Estimated sales growth 16.7 % 18.4 % Estimated earnings per share growth 15.0 % 18.7 % Operational margin % % Return on equity % % Estimated price earnings 20.2x 17.0x * Consensus estimates FACTSET at December 31 st 2009 Wilex AG (EUR) Wirecard AG (EUR) 5,5 5,5 10,0 10,0 5,0 5,0 9,0 9,0 4,5 4,5 8,0 8,0 4,0 4,0 7,0 7,0 3,5 3,5 6,0 6,0 3,0 3,0 5,0 5,0 2,5 2,5 2,0 2,0 4,0 4,0 1,5 1,5 3,0 3,0 GENERAL REPORT 2009 l 47

80 Explanatory notes to Stock market data and financial data. Stock price on December 31 st 2009: Closing price of the stock in local currency on the last trading day of Market capitalisation on December 31 st 2009: Stock market capitalisation of the company, in euros, on the last trading day of Market capitalisation is calculated as the total number of shares outstanding multiplied by the stock price. Performance in 2009: Total share performance of the stock in local currency, being the increase of the stock price plus the dividend yield (reinvested). Estimated sales growth: Percentage rise of the estimated sales (turnover) of the year compared to the previous year. Estimated earnings per share growth: Percentage rise of the estimated earnings per share of the year compared to the previous year. Earnings per share is generally calculated by analysts as net profit, possibly corrected for non recurring elements, divided by the average number of outstanding shares of the year. Operating margin: Estimated operating profit (or profit before financial income and costs and before taxes), possibly corrected for non recurring items, divided by the estimated sales (turnover) of the year. Return on equity: Estimated earnings per share of the year, divided by the average estimated equity per share of the year. This ratio is an indicator for the profitability of the company. Estimated earnings per share ratio: Stock price at December 31 st 2009 divided by the estimated earnings per share of the year. All financial data are based on the database of Factset, which calculates consensus figures based on collected estimates from analysts. The estimates are not necessarily in accordance with possible estimates from the company involved. All figures are as estimated on December 31 st Performance in 2009 as calculated by Bloomberg. 48 l GENERAL REPORT 2009

81 GENERAL REPORT 2009 l 49

82 GENERAL INFORMATION GENERAL INFORMATION ABOUT THE COMPANY Name, legal form and registered office The company is a public limited company trading under the name of "Quest for Growth". It is incorporated as an investment company with a fixed capital for investment in listed and unlisted companies, hereinafter called the Privak (Private Equity Bevak). The company s registered office is situated at Lei 19, box 3, B-3000 Leuven. The company is registered in Belgium under Leuven trade register number and company registration number Formation, changes to the Articles of Association, duration The company was incorporated in the form of a public limited company (NV/SA) by deed passed before Notary Hans Berquin in Brussels on the ninth of June, nineteen hundred and ninety-eight, and published in the Riders to the Belgian Official Gazette of the following twenty-fourth of June under the number The Articles of Association were amended by deed passed before Notary Hans Berquin in Brussels on the thirtieth of June nineteen hundred and ninety-eight, and published in the Riders to the Belgian Official Gazette on the following nineteenth of September under the number The Articles of Association were amended by deed passed before Notary Eric Spruyt in Brussels on the twenty-second of July nineteen hundred and ninety-eight, and published in the Riders to the Belgian Official Gazette on the following nineteenth of September under the number A deed amending the Articles of Association including a decision to increase the capital was drawn up before Notary Eric Spruyt in Brussels on the twenty-fifth of August, nineteen hundred and ninety-eight, and published in the Riders to the Belgian Official Gazette on the following twenty-fifth of November under the number The Articles of Association were amended by deed passed before Notary Hans Berquin in Brussels on the twenty-second of September nineteen hundred and ninety-eight, and published in the Riders to the Belgian Official Gazette on the following eleventh of November under the number The Articles of Association were amended by deed passed before Notary Eric Spruyt on the seventeenth of September two thousand, and published in the Riders to the Belgian Official Gazette on the tenth of January two thousand and one under the number l GENERAL REPORT 2009

83 The Articles of Association were amended by deed passed before Notary Luc Hertecant, in Overijse, on the nineteenth of September two thousand and two and published in the Riders to the Belgian Official Gazette on the twenty-ninth of October two thousand and two under the number The Articles of Association were amended by deed passed before Notary Luc Hertecant, in Overijse, on the ninth of February two thousand and four and published in the Riders to the Belgian Official Gazette on the twenty-second of April two thousand and four under the number The Articles of Association were amended by deed passed before Notary Luc Hertecant, in Overijse, on the fifteenth of September two thousand and five and published in the Riders to the Belgian Official Gazette on the eighth of November two thousand and five under the number The Articles of Association were amended by deed passed before Notary Eric Spruyt, in Brussels, on the eighth of November two thousand and five and published in the Belgian Official Gazette on the ninth of December two thousand and five under the number The Articles of Association were amended by deed passed before Notary Luc Hertecant, in Overijse, on the tenth of November two thousand and five and published in the Belgian Official Gazette on the ninth of December two thousand and five under the number The Articles of Association were last amended by deed passed before Peter Van Melkebeke, in Brussels, on the thirtieth of April two thousand and seven and published in the Belgian Official Gazette on the seventh of June two thousand and seven under the number The company is established for an indefinite period and shall commence trading on the date of its formation. Financial year and audit The Company s financial year begins on January 1 st and ends on December 31 st. The annual accounts are audited by Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren Burg. CV, represented by Mr Pierre Berger, Prins Boudewijnlaan 24D, B-2550 Kontich. Consultation of company documents The company s Articles of Association are available from the Registry of the Commercial Court at Leuven. The annual accounts of the Company are filed with the National Bank of Belgium. These documents, as well as the annual, interim and quarterly reports and all published information intended for shareholders, can also be obtained at the company s registered office. The company s annual report is sent each year to all registered shareholders and other persons who request it. Company objectives The objects of the Privak are the collective investment of funds collected from the public pursuant to the Royal Decree of the eighteenth of April nineteen hundred and ninety-seven in listed and unlisted growth companies and funds with a similar objective to the Privak. It shall be governed in its investment policy by the aforesaid Royal Decree and by the provisions in these Articles of Association and the prospectus published with regard to the issue of shares to the public. The Privak shall focus its investment policy on investment 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. Furthermore, the company may incidentally keep liquid funds in the form of savings accounts, investments at notice or short term investment certificates. From the second year of operations onwards, such liquid funds shall in principle be limited to ten percent (10 %) of the assets unless a special decision by the Board of Directors temporarily authorises a higher percentage. Day-to-day management is carried out by Quest Management NV, acting as the Managing Director. General meeting The General Meeting shall be held on the third Thursday of March at 11am. Where that date falls on a public holiday, the meeting shall take place on the next working day. The AGM for the accounting year starting January 1 st 2010 and ending December 31 st 2010 will take place on March 17 th GENERAL INFORMATION ABOUT THE COMPANY S CAPITAL Issued capital of the Company The Company was incorporated on June 9 th 1998 with share capital of 201,000,000 BEF through the issue of 200,000 ordinary shares, 750 A shares and 250 B shares. On June 30 th 1998, the share capital was increased by 367,000,000 BEF up to 568,000,000 BEF through the issue of 367,000 ordinary shares. GENERAL REPORT 2009 l 51

84 On July 22 nd 1998, the share capital was increased by 140,000,000 BEF up to 708,000,000 BEF through the issue of 140,000 ordinary shares. On September 22 nd 1998, the share capital was increased by 2,000,000,000 BEF up to 2,708,000,000 BEF through a public offer to subscribe for 2,000,000 new ordinary shares. On November 17 th 2000, the share capital was increased by 50,098,000 EUR to 117,227,566 EUR through a public offer to subscribe for 2,708,000 new ordinary shares. On September 15 th 2005, the capital was reduced by 53,629,955 EUR to 63,597,611 EUR by means of a capital reduction to clear incurred losses. The number of shares remained unchanged. On November 8 th 2005, the share capital was increased by 32,344,584 EUR to 95,942,195 EUR by exercising warrants and creating 4,043,073 new ordinary shares. On November 10 th 2005, the share capital was reduced by 6,000,000 EUR to 89,942,195 EUR by creating an available reserve of 6,000,000 EUR. The number of shares remained unchanged. On April 30 th 2007, the share capital was increased by 19,806,547 EUR to 109,748,742 EUR by creating 2,330,182 new ordinary shares. The subscribed capital of the Company is 109,748,742 EUR and is represented by 11,788,255 ordinary shares, 750 A shares and 250 B shares without nominal value. All ordinary shares have the same rights and privileges, represent the same fractional value of the capital of the Company and are fully paid-up. All of these ordinary shares have the same voting rights, dividend entitlements and rights to the liquidation surplus. The holders of Class A and Class B shares will receive a preference dividend. That preference dividend will be paid out from part of the net profit that exceeds the amount necessary to pay all shareholders a dividend equal to the return of a risk-free investment based on a reference index (Bund 10 years), increased by a 1.5 % nominal risk premium, calculated on the basis of the net asset value as expressed on the balance sheet (after profit appropriation) at the beginning of the financial year to which the dividend relates. The reference index (Bund 10 years Bloomberg code=gdbr10) for a given financial year is determined and presented to the Annual General Meeting each year by the Board of Directors on the day of the Annual General Meeting that deliberates over the results of the previous fiscal year. Of that surplus amount, twenty percent (20 %) will be paid out to holders of Class A and Class B shares as preference dividends. The remaining eighty percent (80 %) will be distributed equally among all shareholders. If the capital is increased during the year, the new capital contributed will be included in the calculation on a pro rata temporis basis. Authorised capital of the company The updated text of the Articles of Association as at November 10 th 2005 has expressly permitted the Board of Directors to increase the share capital on one or more occasions by a maximum amount of 89,942,195. Evolu on Company's Capital and Reserves 109,748, ,227, ,748, ,748, ,000,000 1,702,806 95,942,195 89,942,195 4,297, ,811 1,434,337 1,045, ,000,000 1,205,768 6,000,000 80,000,000 67,129,567 63,597,611 60,000,000 40,000,000 20,000,000 4,982,660 14,080,352 17,550, /06/ /06/ /07/ /09/ /11/ /09/ /11/ /11/ /04/ /12/ /12/2009 Issued capital Reserves available for distribu on Reserves not available for distribu on 52 l GENERAL REPORT 2009

85 This authorisation is granted for a period of five years, with effect from publication of the deed of capital increase of the Company on November 10 th 2005, published in the Riders to the Belgian Official Gazette. It can be renewed one or more times, for a maximum period of five years on each occasion. The General Meeting may increase or reduce the subscribed capital. In the event of an increase in capital by issuing shares in return for a contribution in cash, it is not possible to deviate from the priority right of the existing shareholders. Warrants Information on share ownership The following shareholders have notified the Company of their interest of 5 % or more in the Company Name and address % Number of shares on Dexia Bank Belgium NV Pachécolaan 44, 1000 Brussels Belgium Laxey Partners Limited The Old Chapel, Summerhill Road Ochan, Isle of Man IM3 1NA United Kingdom % 01/09/ % 01/09/2008 5,416,000 warrants were issued on September 26 th Each warrant entitled the holder to subscribe to one new ordinary share of the company, upon exercise of the warrant during one of the exercise periods, against payment of the strike price of 8 per ordinary share. 4,043,073 warrants have been converted into new ordinary shares. 9,320,728 warrants were issued on April 10 th Four warrants entitled the holder to subscribe to one new ordinary share of the company, upon exercise of the warrant during the exercise period, against payment of the strike price of 8.5 per ordinary share. 2,106,555 new ordinary shares were issued upon exercise of preferential subscription rights. The remaining 223,627 new ordinary shares were issued in an open tranche. Share buy-back The Extraordinary General Meeting of March 15 th 2007 decided to authorise the Board of Directors to acquire the Company's own shares for the Company's account under the conditions stipulated by the Belgian Companies Code the combined fractional value of which was not more than ten per cent (10 %) of the issued capital, for a minimum price of six euros ( 6.00) per share and a maximum price of twelve euros ( 12.00) per share. This authorisation applied for a period of eighteen (18) months, effective from publication of the decision of this EGM in the Riders to the Belgian Official Gazette (April 1 st 2007). 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 Company, at a price that lies within the range determined for the authorisation to purchase own shares. Own shares were purchased without reducing the capital, but by forming an unavailable reserve equal to the value at which the acquired shares were recorded in the inventory. The voting right associated with these shares will be suspended for as long as the shares are in the Company's possession. The authorisation given to the Board of Directors to purchase own shares expired on October 30 th The share buy-back programme was not renewed. Currently the company holds 259,305 own shares. GENERAL REPORT 2009 l 53

86 KEY INFORMATION Board of Directors Audit Committee Investment Committee Managing Director Auditors Depositary bank 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, Independant Director since 17 July 2009, represented by Mr Johan Tack Euro Invest Management NV, Director, represented by Prof Philippe Haspeslagh De Meiboom NV, Director, represented by Mr Edward Claeys 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 Mr Dirk Vanderschrick, Director Auxilium Keerbergen BVBA, Chairman, represented by Mr Frans Theeuwes Bergendal & Co SPRL, represented by Count Diego du Monceau de Bergendal Tacan BVBA, represented by Mr Johan Tack Euro Invest Management NV, Chairman, represented by Prof Philippe Haspeslagh Dr Jos B. Peeters Quest Management NV, represented by Mr René Avonts, De Meiboom NV, represented by Mr Edward Claeys Pamica NV, represented by Mr Michel Akkermans Gengest BVBA, represented by Mr Rudi Mariën Mrs Goedele Ertveldt Quest Management NV, Lei 19 box 2, B-3000 Leuven represented by Mr René Avonts Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren Burg. CV, represented by Mr Pierre Berger, Prins Boudewijnlaan 24D, B-2550 Kontich DEXIA BANK, Pachécolaan 44, B-1000 Brussels Incorporation June 9th, 1998 Official listing September 23rd, 1998 on Euronext Brussels Security number ISIN: BE Company reports Published quarterly, the next report will be the quarterly report, to be published in April Stock Price Estimated Net Asset Value Bloomberg: QFG BB Equity Reuters: QUFG.BR Telekurs: Published every first Saturday of the month in De Tijd, in L Echo, Cash and on the Quest for Growth website. 54 l GENERAL REPORT 2009

87 FINANCIAL CALENDAR Shareholders' meetings Annual General Meeting March 18 th, 2010 Annual General Meeting March 17 th, 2011 Public announcements Results Q1 April 22 nd, 2010 Results H1 July 22 nd, 2010 Results Q3 October 28 th, 2010 Results FY January 27 th, 2010 Analyst meetings & Press conferences April 23 rd, am July 23 rd, am October 29 th, am January 28 th, am Publication of Net Asset Value 2010 N.A.V. 31Jan 28 Feb 31 Mar 30 Apr 31 May 30 Jun 31 Jul 31 Aug 30 Sep 31 Oct 30 Nov 31 Dec Cash 4 Feb 4 Mar 8 Apr 6 May 10 Jun 15 Jul 12 Aug 9 Sep 7 Oct 4 Nov 9 Dec 6 Jan De Tijd 6 Feb 6 Mar 3 Apr 8 May 5 Jun 3 Jul 7 Aug 4 Sep 2 Oct 6 Nov 4 Dec 8 Jan L'Echo 6 Feb 6 Mar 3 Apr 8 May 5 Jun 3 Jul 7 Aug 4 Sep 2 Oct 6 Nov 4 Dec 8 Jan QfG Website 3 Feb 3 Mar 2 Apr 5 May 4 Jun 2 Jul 6 Aug 3 Sep 1 Okt 3 Nov 3 Dec 5 Jan Publication NAV on QfG website after 5.40 PM. GENERAL REPORT 2009 l 55

88 GLOSSARY Bevak Depository bank Due diligence Growth stocks IPO Net income Privak Privak-decree Private placement Qualifying financial instruments Qualifying holdings RDT s Unquoted companies Venture capital A Belgian collective investment scheme, which is established in the form of a closed-end investment company. holds all the assets of the privak Is responsible for the payment of the purchased financial instruments Handles the delivery of sold financial instruments and the reception of the purchased securities Will take care of the dividend and interest payments on portfolio assets is the independent investigation of a company, its management team, and its prospects for success by an investor before funding is approved. It is usually intensive and thorough. It customarily includes verifications of statements made in the business plan, and studies of the company's product and market, material, contracts, facilities, real property owned, subsidiaries, lawsuits, insurance, patents and other intellectual property rights, licenses and permits, and tax status. stocks issued by companies that are expected to grow fast and create a healthy return on investment for their investors. or "Initial Public Offering" is the registered public offering of securities of an issuer to the public for the first time. net income is defined in the Royal Decree of 18 April 1997 as the net profit of the year, excluding depreciation of holdings, reduction of depreciation and unrealised capital gains. At least 80 % of the net income of the privak must be paid out as a dividend. a listed private equity bevak, governed by the Royal decree of 18 April 1997, and designed for investments in growth companies and in securities, which are not listed. the Royal decree of 18 April 1997 on collective investment schemes for investments in unquoted companies and growth companies. The offer and sale of securities not involving a 'public offering'. The definition of 'public offering' varies from country to country. Typically, a private placement implies that the stock will be placed with only a limited number of mainly institutional investors. Financial instruments which are defined as such by the Privak-decree Shares and assimilated financial instruments; Bonds and other debt instruments; Other negotiable securities by which the above mentioned financial instruments can be purchased or obtained in exchange; Call or put options on the above mentioned financial instruments, on condition that the underlying asset is a qualifying holding; Units in collective investments schemes. According to the Privak-decree qualifying holdings are Qualifying financial instruments, issued by unquoted companies; Qualifying financial instruments, issued by growth companies; Shares or units, issued by other collective investment schemes or holding companies with an investment policy which is in essence compatible to that of the privak itself. Revenues Définitivement Taxés. Shareholders, normally subject to Belgian Corporation tax, are not taxed on dividends for 95 % of the amount of the dividend if: They are holding at least 5 % of the company which pays the dividend or If the acquisition value of the holding represents at least 50 million BEF; The company that pays out the dividend has committed in its Articles of Association to pay out at least 90 % of distribuable profits. companies whose shares are not listed or traded on an official stock exchange, a regulated market nor on another organised, recognised market. is money invested in a company at high risk to the investor, usually in situations in which the company is unable to secure needed funds from traditional lending sources, such as a commercial loan from a bank. Venture capital can be invested through the purchase of stock (equity), by making a loan (debt), or through the combination of the two. Venture capital investors require a very high rate of return and thus only invest in companies with good prospects for rapid growth. 56 l GENERAL REPORT 2009

89

90 QUEST FOR GROWTH NV Privak, fixed capital investment company established under Belgian Law Lei 19, box 3 B-3000 Leuven Phone: +32 (0) Fax: +32 (0) quest@questforgrowth.com