JAARVERSLAG ENG deel 2 - Zonebourse.com fo…3 l FINANCIAL REPORT 2006 2006 2005 2005 31 December 31 December 30 June ASSETS Fixed Assets 105,699,790 95,044,717 62,868,370 Formation

F I N A N C I A L R E P O R T 2006

Financial Report Quest for Growth 2006

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Financial data

Balance sheetProfit and loss accountProfit distributionOff balance sheet positionsPost balance sheet eventsNotes to the financial statementsValuation rules

Report of the Board of Directors

Report of the Board of DirectorsReport of the Audit Committee

Report of the Statutory Auditor

Dividend break down

Financial calendar

3 l FINANCIAL REPORT 2006

2006 2005 2005

31 December 31 December 30 June

ASSETS

Fixed Assets 105,699,790 95,044,717 62,868,370

Formation expenses 0 0 144,869

Financial assets 105,699,790 95,044,717 62,723,501

Shares 104,733,291 87,953,512 54,995,169

Amounts receivable 966,499 7,091,205 7,728,332

Current Assets 11,865,851 8,612,733 903,671

Amounts receivable within one year 185,804 150,379 120,678

Trade receivables 0 0 0

Other receivables 185,804 150,379 120,678

Short term investments 11,043,412 7,900,51 0

Own shares 1,093,412 0 0

Term deposits 9,950,000 7,900,513 0

Cash at bank and in hand 546,328 243,248 264,071

Deferred charges and accrued income 90,307 318,593 518,922

TOTAL ASSETS 117,565,641 103,657,450 63,772,041

LIABILITIES

Capital and Reserves 95,943,007 95,946,553 63,597,611

Issued capital 89,942,195 89,942,195 117,227,567

Reserves 6,000,000 6,000,000 0

Reserves not available for distribution 1,093,412 0 0

Reserves available for distribution 4,906,588 6,000,000 0

Profit carried forward 812 4,357 0

Loss carried forward 0 0 (53,629,955)

Amounts payable 21,622,634 7,710,897 174,430

Amounts payable within one year 21,614,063 7,286,001 49,707

Financial debts 0 0 0

Trade debts 0 0 6,002

Taxes 324 265 0

Dividends to be paid for the fiscal year 21,539,468 7,247,322 43,705

Other amounts payable 74,272 38,415 0

Accrued charges and deferred income 8,570 424,896 124,723

TOTAL LIABILITIES 117,565,641 103,657,450 63,772,041

1. Balance sheet

FINANCIAL DATA

FINANCIAL REPORT 2006 l 4

1 January 2006 1 July 2005 1 July 2004

31 December 2006 31 December 2005 30 June 2005

12 months 6 months 12 months

Reformulated *

Operating income and charges

Gross operating income 22,750,915 8,402,774 5,935,926

Realised gains/losses on shares 22,887,740 8,362,888 475,272

Unrealised gains/losses on shares 401,662 448,447 6,590,977

Result from option transactions (611,553) (343,480) (679,270)

Realised results from Forward currency rate agreements (45,926) 276,408 (669,964)

Unrealised results from Forward currency rate agreements 118,991 (341,489) 218,911

Depreciation and other amounts written off 0 (249,233) (204,927)

Other operating charges (2,074,225) (983,686) (1,662,256)

Management fee (1,645,231) (667,801) (1,344,533)

Custodian fee (59,036) (20,115) (31,561)

Statutory Auditors fee (20,364) (19,965) (15,449)

Printing costs (122,808) (106,274) (133,391)

Annual tax on Collective Investment Schemes (67,163) (21,170) (37,340)

Directors fees (60,538) (30,204) (53,428)

Advisory (16,797) (44,120) (14,367)

Accountancy (16,200) (8,100) (16,200)

Others (23,519) (19,913) (15,988)

Operating Profit / Loss 20,676,690 7,169,855 4,069,878

Financial income 1,184,793 287,655 959,870

Financial charges (325,236) (205,337) (430,187)

Profit / Loss on ordinary activities before taxes 21,536,246 7,252,174 4,599,561

Income taxes (324) (494) 0

Profit / Loss for the period 21,535,923 7,251,679 4,599,561* Requalification of dividends received from gross operating income into financial income.

2. Income statement

5 l FINANCIAL REPORT 2006

Commitment Currency Commitment in €

Carlyle Europe Technology Partners 619,101 € 619,101

Life Sciences Partners III 1,334,381 € 1,334,381

Movetis 969,388 € 969,388

Plastic Logic 210,000 £ 312,733

Schroder Ventures International Life Sciences Fund II 192,168 $ 145,913

Ventech Capital 2 500,000 € 500,000

Vertex III 3,000,000 $ 2,277,904

4. Off balance sheet positions

4.1. Commitments

Value date Counterparty Quest for Growth buys Quest for Growth sells

31/01/2007 Dexia Bank € 3,417,025.70 £ 2,300,000

31/01/2007 Dexia Bank € 1,411,380.18 £ 950,000

31/01/2007 KBC Bank € 3,345,814.17 £ 2,250,000

31/01/2007 Dexia Bank € 1,441,359.43 $ 1,900,000

31/01/2007 KBC Bank € 4,779,588.88 $ 6,300,000

4.2. Forward Currency Rate Agreements

1. Investment in Vertex III

On January 10th, 2007 Quest for Growth invested $ 630,000 in Vertex III, an Israelian venture capital fund for investments in Israeli-related technology companies. The Fund’s objective is to achieve superior long-term capital appreciation for its investors by targe-ting high-growth companies with unique technology and strong management teams that can execute in rapidly growing markets.Vertex III held its first closing in 2005 and now has announced on July 12th, 2006 that it had surpassed $ 150 million of total commit-ments. Vertex III has already made four investments so far.

Quest for Growth’s commitment to invest in this fund was already previously announced.

5. Post balance sheet events

2006 2005 2005

31 December 31 December 30 June

12 months 6 months 12 months

Profit to be appropriated 21,540,280

Loss to be appropriated (46,378,276) (53,629,955)

Profit to be appropriated of the period 21,535,923 7,251,679 4,599,561

Profit brought forward 4,357

Loss brought forward (53,629,955) (58,229,516)

Transfers from capital and reserves 59,629,955

From capital and share premium account 59,629,955

Transfers to capital and reserves (6,000,000)

To other reserves 6,000,000

Profit/loss to be carried forward

Profit to be carried forward (812) (4,357)

Loss to be carried forward 53,629,955

Distribution of profit (21,539,468) (7,247,322)

Dividends 21,539,468 7,247,322

3. Profit Distribution

FINANCIAL REPORT 2006 l 6

6. Notes to the financial statements

1. Securities denominated in foreign curren-cies have been converted into euros onthe basis of the following exchange rates:

2. In April 2005 Quest for Growth invested€ 1 million in Metris, which equals 171,429shares (after IPO). This investment wasbooked at cost. In January 2006 Questfor Growth invested another € 2 millionthrough a convertible bond with warrant.When the company went public on 12December 2006 Quest for Growthrequested the reimbursement of thatloan. The accompanying warrant, whichexpires at 13 February 2011, gives the rightto buy 55,555 shares at a strike price of € 9.00 per share and has been valuedaccording a Black and Scholes model. Theremaining investment is subject to a lock-up agreement until 12 December 2007.

3. In April 2005 Quest for Growth inves-ted € 2,000,000 in Wilex AG at a priceof € 6.90 per share. The company hasbeen listed on the Frankfurt StockExchange since 13 November. Theinvestment is still subject to a lock-upagreement until 13 November 2007.

4. Omrix Biopharmaceuticals has beenlisted on the Nasdaq Stock Exchange

since 21 April. In December 1998 Questfor Growth invested $ 2,000,000 inOmrix Biopharmaceuticals. After apreceding capital restructuring and areverse stock split before the IPO,Quest for Growth owned 475,903 sha-res at an average cost price of $ 4. 20per share. On 31 December 2006Quest for Growth also owned 4,848warrants with expiry date 31 December2008, each of which entitles the hol-der to purchase a share at the price of$ 15. 26 per share, and have been valuedaccording a Black and Scholes model.

5. On 30 November 2005 Quest forGrowth invested a little over £ 350,000in Plastic Logic (£ 0.60 per share). InDecember 2006 Quest for Growth com-mitted itself to invest another£ 350,000 in this company (£ 0.70 per

share). £ 140,000 of this has alreadybeen paid. The remaining £ 210,000 canbe found as commitment in the offbalance sheet positions.

6. On 29 June 2006 Quest for Growthannounced an additional investment of€ 1,000,000 in Clear2Pay NV. In October2004 Quest for Growth entered into thecapital of Clear2Pay with an initialinvestment of € 2 million.

7. On 28 October 2005 Quest for Growthinvested € 500,000 in Kimotion. On 4August 2006 an additional investmentof € 500,000 was made at the sameprice per share.

€ 1,00 = $ 1,3170

£ 0,6715

NOK 8,2380

SEK 9,0404

7 l FINANCIAL REPORT 2006

8. In December 2006 Quest for Growthinvested € 1,530,676 million in Movetis, anewly established pharmaceutical com-pany that will develop drugs based onproducts and licences of JanssenPharmaceutica NV and Ortho-McNeilPharmaceutical, Inc. In total Quest forGrowth will invest € 2,500,000 inMovetis. The remaining € 969,388 canbe found as commitment in the offbalance sheet positions.

9. On Wednesday 5 October 2005 Questfor Growth invested € 2,000, 000 inTrigen Holdings AG. In November 2006the company reported problemsduring the testing of one of their pro-ducts. Because the cost of additionalresearch for the development of thisproduct was too time consuming, ithas been decided to cease its develop-ment. Based on this the investmentcommittee of Quest for Growth deci-ded to reduce the valuation of the

investment with 25%. On 29 Novemberan additional convertible loan note of € 350,000 to Trigen was authorized.

10. On 18 April 2005 Quest for Growthinvested £ 500,000 in Concept GroupHoldings through a convertible loan.Since the company could not fulfil itsobligations in May 2006 and the financi-al situation was unclear, the investmentwas entirely written down at that time.In October 2006 a new agreement wasmade with the company based on a newbusiness plan. The convertible loan notehas been converted into a loan assuredby a second mortgage on an industrialbuilding. Because the company hassince then adhered strictly to all its pay-ment obligations, the previously bookedwrite down has been entirely restated.

11. Capital movement in investments in other venture capital funds (see table)

Name Date Amount requested Amount received

Netfund Europe 06/06/2006 € 180,068

18/08/2006 € 109,132

26/12/2006 € 157,150

Ventech Capital 2 26/07/2006 € 100,000

Life Sciences Partners III 19/07/2006 € 654,180

28/08/2006 € 167,500

12/09/2006 € 125,000

11/12/2006 € 248,119

Kiwi I Ventura servicos

Schroder Venture Life Sciences Fund II 02/03/2006 $ 357,797

30/03/2006 $ 81,056

15/09/2006 $ 222,180

18/10/2006 $ 66,980

20/12/2006 $ 180,033

Carlyle Europe Technology Partners 14/03/2006 € 373,865

19/05/2006 € 432,633

16/06/2006 € 223,734

09/08/2006 € 202,703

23/11/2006 € 513,873

Carlyle Europe Technology Partners 03/04/2006 € 376,035

Co-investment Fund 09/06/2006 € 55,564

23/06/2006 € 61,733

23/08/2006 € 200,000

01/12/2006 € 66,659

12/12/2006 € 170,077

11. Capital movements in investments in other venture capital funds

FINANCIAL REPORT 2006 l 8

12. Adjustment and refinement of the valu-ation rules

- During the meeting of 18 April the Boardof Directors decided that for the valuati-on of shares which are subject to a non-sales agreement (lock-up agreement) adiscount on the stock price will no longerapply. Because of this adjustment thevaluation rules conform better with gene-ral current practice. Since then, the parti-cipations in Wilex and Metris have beenvalued without discount to their stockprice. The impact of this change on thenet assets and consequently on the profitand loss account amounted to € 1,444,444or € 0.15 per share on 31 December 2006.

- Options and warrants for which no equi-valent listing is available were previouslyvalued based on their intrinsic value.From now on these options will be valuedbased on the Black and Scholes alike for-mula. The impact of this change on thenet assets and consequently on the profitand loss account, amounted to € 96,791 or€ 0.01 per share on 31 December 2006.

- Financial costs of the purchase and saleof stocks are added or subtracted fromthe purchase or sales price from 1January 2006. Previously these costswere immediately booked as cost in theresults. This is a requalification of costs.There is no impact on the net assets nor

on the profit and loss account for theperiod. Application of Article 7 of theRoyal Decree of 8 March 1994 would haveled to the same result. Higher operationalcosts (class 60) are neutralised by loweroperational costs (class 60) are neutrali-sed by the lower financial costs (class 65).

13. Option agreements are booked as fixedfinancial assets. They can be found inthe portfolio overview.

14. For certain transactions (deposits, for-ward currency rate agreements, equitytransactions) Quest for Growth reliedon Dexia Bank, a strategic shareholderof the company. As detailed in thereport of the audit committee, all trans-actions occurred in accordance withconditions conforming to the market.

15. Quest Management NV has beenappointed as managing director by theBoard of Directors. On 16 January 2006the Board of Directors set the fee forthe period of 1 January 2006 to 31December 2008 to be the following:

For the financial year ending 31 Decem-ber 2006 a fee of € 1,645,231 was paid.

From 1 January 2006 to 20 June2006:

€ 1,344,551 per year

From 21 June2006 to 31December 2008:

€ 1,910,263 per year

9 l FINANCIAL REPORT 2006

16. The adjustment of the fee for themanaging director occurred in conjunc-tion with the introduction of a generalcost ratio of 3.5% of the net asset value.Apart from the management fee, thesecosts also comprise all other operatio-nal expenses, such as the custodian fee,the costs of accounting, director’s fees,costs of periodic reporting, audit, etc.If the threshold is reached, measureswill have to be agreed upon betweenQuest Management and the indepen-dent directors of Quest for Growth,which must allow the company to com-ply with the cost ratio below the 3.5%maximum.The general cost ratio calcu-lated for the financial year 2006 was2.16% of net assets.

17. Dexia Bank acts as depositary bank forQuest for Growth. The fee structure isas follows:

The abovementioned commissions arepayable every three months at the endof each period. The clearing fees aresettled for each transaction. Apart fromthe commissions and fees stated, noother fees are due for the activities ofthe depositary bank.

For the financial year ending on 31December 2006 Quest for Growth paida fee of € 59,036 to Dexia Bank for itsservices as depositary bank.

18. Remunerations paid to the statutoryauditor and to companies that havea professional partnership with theauditor:

19. In 2006 Quest for Growth started ashare buy-back program. This programshould lead to a lower discount of theshare price to the net asset value. On 31December 2006 Quest for Growth hadbought 118.745 shares at an average costprice of € 9.21 per share. These sharesrepresent € 1,129,094 or 1.25% of theissued capital. These shares are notentitled to a dividend and have beenvalued at the Lower of Cost or Market(LOCOM).

20. Deferred charges and accrued income:

21. Accrued charges and deferred income:

22. Disclosure of shareholders who ownmore than 5% of the subscribed capital.

7. Valuation rules

Investments are valued in accordance withthe Royal Decree of January 30, 2001 withregard to the annual accounts, completedby a set of rules set out in the Royal Decreeof March 8, 1994 with regard to the accoun-ting principles and annual accounts forundertakings for collective investmentswith variable participation rights, in accor-dance with the Royal Decree of April 18,1997 covering investments in non-quotedpartnerships and growth companies.

1. Investments in financial instruments ofcompanies which are not quoted on aregulated market:

a) The investments are valued at cost.

Name andaddress

Numberof shares

% Disclosuredate

Dexia BankBelgium NVPachecolaan 44, 1000 BrusselsBelgium

1,113,822 11.78% 15/11/2005

KBC AssetManagement NVHavenlaan 21080 BrusselsBelgium

579,859 6.13% 12/09/2006

Accrued charges € 3,859

Deferred income € 4,711

Unsettled transactions € 75,665

Deferred charges € 7,931

Accrued income € 6,712

KPMG Companyrevisers BV CVBA:

€ 20,364 Annual auditorrenumerationfee

KPMG taxAdvisers BV CVBA:

€ 9,075 Fiscal advice

KPMG Companyrevisers BV CVBA:

€ 3,388 Advice concer-ning applicationIFRS

Assets type Commission Clearing feeper transaction

Listed securities

0.07 % peryear

€ 37.1840

Unlisted participatinginterests

0.01 % peryear

Not applicable

Investmentsand liquidassets

0.01 % peryear

Not applicable

FINANCIAL REPORT 2006 l 10

b) The investment is re-valued if thereare sufficient objective indications athand, such as (but not limited to):

• a significant third party transaction ata new value;

• net assets that have clearly changed;• profit trends indicating a change in value.

c) The value shall be reduced when (butnot limited to):

• significantly less favourable resultsthan foreseen indicate a permanentdecrease in value;

• there is a need for additional finan-cing to avoid winding up, out-of-courtsettlement or failure;

• a significant third party transaction ata new value has been concluded.

This set of rules is to a large extent in ac-cordance with the European Private Equity& Venture Capital Association (EVCA).

2. For financial instruments, which arequoted on a regulated market:

a) Instruments traded on a regulated andliquid market: the published closingprice.

b) If these instruments are not traded on aregulated or liquid market, and in theopinion of the Board of Directors, theclosing price is not a fair reflection ofthe market and another value is justified,this value will be used. The Board will setout the reasons for the values it selects.

c) Investments in other currencies are con-verted into euros at the euro foreign

exchange reference rates, publisheddaily by the European Central Bank.

d) Equity option agreements are treatedas financial fixed assets.

• Equity option agreements traded on aregulated and liquid market areaccounted for in the balance sheet atthe published closing price.If these options are not traded on aregulated or liquid market, and /or inthe opinion of the Board of Directors,the closing price is not a fair reflectionof the market, the value is defined inaccordance with a set of objective cri-teria (e.g. Black & Scholes) set out bythe Board of Directors.

e) Commitments and rights resulting fromForward Currency Rate Agreements arereflected off- balance sheet. They arevalued at market value. Intermediarydifferences are included in the result ofthe reported period.

f) Contrary to Article 7 §2 of the RoyalDecree of March 18, 1994, stocks andother financial instruments are bookedat acquisition price plus costs. Disposalsof stocks and other financial instru-ments are booked at selling price lesscosts.

3. Formation costs and capital increasecosts are attributed entirely to the cur-rent fiscal year.

4. The costs of financial instruments aredetermined by the weighted average pri-ces of acquisition.

11 l FINANCIAL REPORT 2006

Ladies, Gentlemen,

In accordance with the prevailing legislationand the company's Memorandum andArticles of Association, we are pleased toreport to you on the activities of Quest forGrowth NV and to submit, for your appro-val, the financial statements for the yearended 31 December 2006.

Activities

Quest for Growth NV was incorporated inJune 1998 with the objective of providingindividual and institutional investors accessto a range of investment opportunities rela-ting to European growth companies in thetechnology and biotechnology sectors. Thecompany invests in carefully selected listedcompanies, participates in private place-ments of unlisted companies likely to get alisting in the no too distant future or to beacquired by a financial or industrial investorand in certain funds offered by experiencedventure capital investors. Quest Manage-ment NV is responsible for the day-to-daymanagement of Quest for Growth NV.Quest Management NV is a company speci-alising in managing portfolios of growthcompanies in the new technology and lifescience segments.

The Privak structure provides you, the sha-reholders of Quest for Growth NV, with afully tax transparent treatment of yourinvestment and guarantees the highestquality standards in terms of transparencyand corporate governance.

The Board of Directors has delegated aut-hority for investments in listed companiesto Quest Management NV. QuestManagement NV submits participating inte-rests in unlisted companies for approval by

an Investment Committee, consisting of sixboard members and one person represen-ting a strategic shareholder of Quest forGrowth NV. Quest Management NV provi-des the Board of Directors with a detailedquarterly report on all its activities andinvestment performance. The quarterly andannual reports are available to shareholderson the website www.questforgrowth.com,or on request. The details of Quest forGrowth's portfolio are also given on thewebsite; the portfolio is updated at the endof the month, when the net asset value ispublished.

Quoted companies are judged on theirlong-term growth potential, the quality ofthe management and the sustainability oftheir competitive position. Investments inthese companies are increased or reducedon the basis of Quest for Growth's assess-ment of their market value. Both the mar-ket-sector and geographical diversificationis taken into account when deciding oninvestments in shares, to ensure that theportfolio remains sufficiently diversified.

Investments in unlisted companies arebased on the same criteria as investmentsin listed companies, with the additional con-dition that there should be reasonable opti-ons to divest within three years of the dateof Quest for Growth’s investment. In practi-ce, some companies may be listed or provi-de an opportunity for divestment soonerthan this and others will require more timethan expected.

Investments are recorded under FinancialFixed Assets, split between shares andreceivables. Receivables includes loannotes. Details of investments undertakenare given in the Portfolio section of thisAnnual Report.

REPORT OF THE BOARD OF DIRECTORS

FINANCIAL REPORT 2006 l 12

Annual accounts

For the financial year ending on December31 2006 the company recorded a net profitof € 21,535,923 (against € 7,251,679 for thefinancial year ending on 31 December 2005which however, exceptionally, only lasted 6 months) or € 2.28 per share (againstapproximately € 0.77 per share for theshortened previous financial year). On 31December 2006 the total assets amountedto € 117,656,641 against € 103,657,450 at theend of 2005. The net asset value per shareat the end of 2006 amounted to € 12.42against € 10.91 on 12 December 2005 (*).Quest for Growth's shares were valued at€ 10 per share on the stock market on 31December 2006 against € 8.88 at the end ofthe previous financial year.

The financial statements are drafted on agoing concern basis.

Four companies from the non-listed portfo-lio (Omrix Biopharmaceuticals, Cyclacel,Wilex and Metris) became listed last year.The investments in Wilex and Metris arestill subject to a lock up agreement. Thismeans that Quest for Growth, for the timebeing, may not freely sell on its participati-on on the stock market. The Board ofDirectors decided to adjust its valuationrules for shares which are subject to a lockup agreement to the valuation rule current-ly most used. Before a discount was appliedto the share price until the end of the lockup. Now the participation is immediatelyvalued at market value.

Application of Articles 523 and 524 CompanyCode

During the investment committee of 29May 2006 one proposal on the agenda was

to invest an additional € 1,000,000 inClear2Pay.

Pamica NV, represented by Michel Akker-mans – manager of Quest for Growth andalso Chairman and delegated manager ofClear2Pay – was not present at the meetingand consequently did not take part in thedecision-making.

The Board of Directors is of the opinionthat articles 523 and 524 of the Companycode. did not apply since the investmentdecision fails within the usual decisions andtransactions, and took place under the con-ditions which usually apply in the marketfor similar transactions. Moreover, theinvestment represents less than one percent of the operating net assets of thecompany, which becomes clear from theannual accounts.

Main risks

The Board of directors closely follows themain risks to which the corporation is exposed.

Risk management is an important item forQuest of Growth. The most important riskis the market risk (the fluctuation on thestock markets and the liquidity risk) andwith respect to the unquoted companies,the non-transparency risk and, as a result avaluation risk. Other managed risks mostlyconcern the positions of currencies andoperational risks.

The Board of directors receives monthlyreports from Quest Management on theentire portfolio, the cash positions and thedebt positions. These reports allow thedirectors to effectively check the diversi-fied portfolio and cash positions. The positi-ons are discussed by the board of directors

(*) Abstracting different dividend rights

13 l FINANCIAL REPORT 2006

every three months and adjusted if deemednecessary.

Financial instruments

During the financial year the company hasmade use of financial instruments to limitthe market and foreign exchange risks rela-ted to the company activities.

• The foreign exchange risks on portfoliopositions quoted in GBP are covered for50% by fixed term bill of exchangeagreements on currencies.

• The foreign exchange risks on portfoliopositions quoted in USD are covered for100% by fixed term bill of exchangeagreements on currencies.

Furthermore, during the financial yearstock option agreements have been closedto reduce market risks in the portfoliowhen, considering the market climate, itdeemed appropriate.

Events during the financial year

After the approval of the financial accountsfor the fiscal year 2005 by the GeneralAssembly on 2 February 2006, the earlierapproved authorization for the company topurchase its own shares became operational.During the financial year Quest for Growthbought a total of 118,745 shares or 1.25 % of thetotal number of outstanding shares.

Also, the earlier approved adjustment ofthe management fee paid by the companyto Quest Management NV came into effect.From 1 January 2006 through 20 June 2006

Quest Management NV received a fixed feeof € 1,344,551 on a yearly basis. From 21 Junethrough 31 December 2008 Quest Mange-ment NV will receive a fee of € 1,910,263 ona yearly basis. This fee is equal to 1.85 % ofthe net asset value (before dividend) at thestart of the fiscal year 2006 and 1.63 % atthe end of the fiscal year.

The adjustment of the management feeoccurred in conjunction with the introduc-tion of a general cost ratio of 3.5% of thenet asset value. Apart from the manage-ment fee, these costs also comprise allother operational expenses, such as thecustodian fee, accounting costs, director’sremuneration, costs of periodic reporting,audit, etc. In case the treshold is exceed-ed, measures will have to be agreed uponbetween Quest Management and theindependent directors of Quest forGrowth, which must allow the company tocomply with the cost ratio below the 3.5%maximum. For the past financial year thegeneral cost ratio amounted to 2.16% ofnet assets.

The directors have no knowledge of otherfacts after the end of the financial yearwhich might have a significant influence onthe development of the company.

Quest for Growth has no activities in thearea of research and development.

Appropriation of the result

The Board of Directors proposes to theAnnual General Meeting of Shareholders todistribute a dividend of € 21,539,468. Thisamounts to a gross dividend for ordinary sha-

FINANCIAL REPORT 2006 l 14

res of € 1.94 per share (net: € 1.93 per share).The balance of € 812 will be carried forwardto the next fiscal year.

Discharge

We request you, by a separate vote, todischarge the Directors and the StatutoryAuditor upon completion of their tasks forthe past year.

Overview of the activities of the audit committee

The audit committee consisted of 4 mem-bers of the Board of Directors, of which atleast three were independent directors.*The audit committee appoints a Chairmanfrom among its members. The Chairmanmust be an independent director.

The audit committee meets at least twice ayear and reports to the Board of Directors.

The principle task of the audit committee isto assist the Board of Directors in its super-visory tasks by verifying:

• the quality and integrity of the compa-ny’s auditing, accounting and financialreporting procedures;

• the financial reports and other financialinformation provided by the companyto shareholders;

• the company’s systems of internal con-trols regarding accounting, financialtransactions and compliance with thelegislation to which the company is sub-ject.

The Audit Committee's activities includethe supervisory dutys in accordance with

the second paragraph of Article 23 of theMemorandum.

The Audit Committee met twice during theprevious fiscal year. The meeting tookplace prior to the meetings of the Board ofDirectors on the approval of the annualreport of the previous fiscal year and thesemi-annual report of the fiscal year endingon 31 December 2006.

The following subjects were discussed:

• Audit Committee Charter• Corporate governance charter;• Financial report and annual report for

the fiscal year ending on 31 December2005;

• Semi-annual account 2006;• Application of International Accounting

Standards (IFRS);• Compliance to the investment rules as

set out in article 41 of the Royal Decreeof 18 April 1997;

• Supervision of remunerations paid tocompanies who are professionally lin-ked with the auditor.

• Check of the general cost ratio;• Supervision of the transaction costs for

equity transactions.

Leuven, 16 January 2007The Board of Directors

(*) At the EGM of 15/3/07 it will be proposed to change the composition of the Audit Committee from 4 members to a maximum of 4 members, a majority being independent directors.

15 l FINANCIAL REPORT 2006

APPROVAL OF THE FINANCIAL DATAAND THE REPORT OF THE BOARD

Free translation of the Report of theStatutory Auditor submitted to theGeneral Shareholders' Meeting of Questfor Growth NV Privak with respect tothe financial statements for the yearended 31 December 2006

In accordance with legal and statutoryrequirements, we are reporting to youon the completion of the mandate ofstatutory auditor. This report gives ouropinion with respect to the true and fairview of the financial statements inclu-ding the required additional assertionsand information.

Unqualified audit opinion on the financi-al statements

We have audited the financial state-ments for the year ended 31 December2006, which have been prepared inaccordance with the accounting frame-work and standards applicable inBelgium, with a balance sheet total of€’000 117.566 and with an income state-ment presenting a profit for the year of€’000 21.536.The preparation of the financial state-ments is the responsibility of the Boardof Directors. This responsibility includesthe establishing, implementing andmaintaining of the internal controlregarding the preparation and reliablepresentation of the financial statementswhich do not include material misstate-ments, due to fraud or error; the selecti-on and application of adequate accoun-ting policies; and making of accountingestimates which are fair under the givencircumstances.Our responsibility is to express an opini-on on these financial statements basedon our audit. We conducted our audit inaccordance with the legal regulation and

the auditing standards applicable inBelgium as promulgated by the “Institutdes Reviseurs d'Entreprises-Instituut derBedrijfsrevisoren”. Those auditing stan-dards require that we plan and performthe audit to obtain reasonable assuranceabout whether the financial statementsare free of material misstatement, dueto fraud or errors.In accordance with these auditing stan-dards, we have considered theCompany’s administrative and accoun-ting organisation as well as its internalcontrol procedures. The Company'smanagement have provided us with allexplanations and information which werequired for our audit. We examined,on a test basis, evidence supportingthe amounts in the financial state-ments. We assessed the accountingpolicies used and significant accountingestimates made by the Company, aswell as the overall presentation of thefinancial statements. We believe thatour audit provides a reasonable basisfor our opinion.In our opinion, taking into account theprevailing accounting framework andstandards applicable in Belgium, thefinancial statements present fairly theCompany’s net worth and financial posi-tion as of 31 December 2006 and theresults of its operations for the yearthen ended.

Additional assertions and information

The preparation and the contents of theannual report, as well as compliance bythe Company of the Company Law andits statutes are the responsibility of theBoard of Directors.

Our responsibility is to provide in ourreport the following additional asserti-ons and information. These assertionsand information do not alter our auditopinion on the financial statements:

• The directors’ report includes theinformation required by law and isconsistent with the financial state-ments. We are, however, unable toexpress an opinion on the descripti-on of the principal risks and uncer-tainties which the company is facing,on its state of affairs, its foresee-able evolution or the significantinfluence of certain facts on its futu-re development. We can neverthe-less confirm that the matters disclo-sed do not present any obvious con-tradictions with the information ofwhich we became aware during ouraudit.

• Without prejudice to certain formalaspects of minor importance, theaccounting records are maintainedand the financial statements havebeen prepared in accordance withthe applicable Belgian legal andregulatory requirements.

• There are no transactions underta-ken or decisions taken in violation ofthe Company’s statutes or CompanyLaw which we have to report to you.The appropriation of results propo-sed to the general meeting complieswith the statutory provisions, theCompany Law and more particularlywith the PRIVAK law.

• The accounting policies as adoptedin the preparation of the financialstatements have changed comparedto last year as disclosed in the notesto the financial statements.

Antwerp, 15 January 2007

Klynveld Peat Marwick GoerdelerBedrijfsrevisoren - Reviseurs d'EntreprisesStatutory Auditorrepresented by

Erik Clinck, Reviseur d’entreprises

REPORT OF THE STATUTORY AUDITOR

FINANCIAL REPORT 2006 l 16

Shareholders' meetings: Annual General Meeting 15 March 2007

Annual General Meeting 20 March 2008

Public announcements Results Q1 27 April 2007

Results H1 20 July 2007

Results Q3 19 October 2007

Results FY 25 January 2008

Analyst meetings 27 April 2007 2.00 pm

20 July 2007 2.00 pm

19 October 2007 2.00 pm

25 January 2008 2.00 pm

Press conferences 26 April 2007 11.00 am

19 July 2007 11.00 am

18 October 2007 11.00 am

24 January 2008 11.00 am

Publication of Net Asset Value:

Dividend payment date: 22 March 2007

FINANCIAL CALENDAR

DIVIDEND BREAK DOWN

The Board of Directors will propose at the Annual General Meeting of 15 March 2007 todistribute a gross dividend of € 1.94 per ordinary share. After deduction of withholdingtaxes on the part of the dividend that is not derived from capital gains, the net dividendwill amount to € 1.93 per ordinary share.

The payment of the dividends will be made at presentation of coupon no. 6 for thebearer shares, and by means of transfer for the registered shares. The dividends will bepayable as from 22 March 2007 at the counters of Dexia Bank, ING and KBC.

The shares will be quoted ex-coupon from 22 March 2007.

The dividend is compiled as follows:

The Board of Directors

I.W.: 31 Jan 28 Feb 31 Mar 30 Apr 31 May 30 Jun 31 Jul 31 Aug 30 Sep 31 Oct 30 Nov 31 DecCash 8 Feb 8 Mar 5 Apr 10 May 7 Jun 5 Jul 9 Aug 6 Sep 4 Oct 8 Nov 6 Dec 10 JanDe Tijd 3 Feb 3 Mar 7 Apr 5 May 2 Jun 7 Jul 4 Aug 8 Sep 6 Oct 3 Nov 8 Dec 5 JanL’echo 3 Feb 3 Mar 7 Apr 5 May 2 Jun 7 Jul 4 Aug 8 Sep 6 Oct 3 Nov 8 Dec 5 JanQfG Website 3 Feb 2 Mar 4 Apr 4 May 1 Jun 4 Jul 3 Aug 5 Sep 3 Oct 2 Nov 5 Dec 4 JanPublication NAV on QfG website after 5.40 PM.

Source of distributed income

Dividends Dividend Received DeductionCapital gains: Dividend Received DeductionOther incomeTotal

0,0417 €1,8304 €

0,0755 €1,9476 €

Withholding taxes Tax Exempt (art.106 §9 K.B. W.I.B.)Taxable Withholding taxesTotal

1,8304 €0,1172 €

(0,0176 €)1,9300 €

QUEST FOR GROWTH NVPrivak, fixed capital investment company established under Belgian Law

Lei 19, box 3, B-3000 Leuven - Phone: +32 (0)16 28 41 28 - Fax: +32 (0)16 28 41 29

[email protected]

QUEST FOR GROWTH NVPrivak, fixed capital investment company established under Belgian Law

Lei 19, box 3, B-3000 Leuven - Phone: +32 (0)16 28 41 28 - Fax: +32 (0)16 28 41 29

[email protected]