shareholder meetings

Agenda March 2006

For the Extraordinary General Meeting of Shareholders of Macintosh Retail Group NV, to be held on Tuesday, March 14, 2006 at 2.30 p.m. at the Golden Tulip Apple Park Hotel, Pierre de Coubertinweg 3, 6225 XT Maastricht.

Opening and announcements.
Proposal to approve the acquisition of Scapino BV.
Any other business and closing of the meeting.

NOTES TO THE AGENDA FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MACINTOSH RETAIL GROUP NV, TO BE HELD ON MARCH 14, 2006

Notes to item 2 on the agenda

Proposal
It is proposed to the shareholders of Macintosh Retail Group NV to approve the acquisition of the entire issued share capital of Scapino BV in accordance with Section 107a of Book 2 of the Dutch Civil Code.

In accordance with Section 34 of the Competition Act, the Dutch Competition Authority was informed of the proposed business combination on January 31, 2006.
If the Dutch Competition Authority has not given its permission by March 14, 2006, the proposal to approve the acquisition of Scapino BV will be submitted to the shareholders of Macintosh Retail Group NV subject to the Dutch Competition Authority's approval being granted after March 14, 2006 and subject to terms and conditions which are acceptable to the Supervisory Board and the Managing Board. Approval of the Dutch Competition Authority in this context means that the Dutch Competition Authority has stated that no licence is required for the business combination under Section 37 of the Competition Act, or that a licence is granted for the business combination under Section 44 of the Competition Act.
If the Dutch Competition Authority should unexpectedly fail to grant permission after March 14, 2006, or grant permission subject to terms and conditions which are unacceptable to the Supervisory Board and the Managing Board, no use will be made of the approval of the shareholders of Macintosh Retail Group NV to acquire Scapino BV.

If the Dutch Competition Authority should unexpectedly fail to grant permission before March 14, 2006, or grant permission subject to terms and conditions which are unacceptable to the Supervisory Board and the Managing Board, the proposal to approve the acquisition of Scapino BV will be withdrawn.

Key acquisition considerations

The acquisition of Scapino is fully in line with Macintosh Retail Group's acquisition strategy, which focuses on acquisitions of substantial and long-term profitable companies, mainly in the shoe and home furnishing sectors.
Scapino and Macintosh Retail Group's shoe stores (Dolcis, Manfield, Invito and PROsport) become together the largest shoe retailer in the Netherlands, with a market share of approximately 13% in value and some 17% in volume.
Macintosh Retail Group has direct procurement facilities in the Far East, from which Scapino can benefit.
Scapino has growth potential in the Netherlands, and especially in Belgium (with some 30 and 70 new stores respectively, in the medium to long term). It is expected that for the two countries combined some 25 stores will be opened in the next three years.
With 184 stores, Scapino is the leading shoe discounter in the Netherlands and complements the 221 stores of Dolcis, Manfield, Invito en PROsport, which serve the mid to upper segments of the shoe market. This enables Macintosh Retail Group to achieve a better balanced portfolio in the shoe sector.
The acquisition of Scapino will be financed in full by loan capital so that this transaction will not result in diluted earnings per share.
Scapino is expected to make a long-term and substantial contribution to the net profit of Macintosh Retail Group. Based on Scapino's figures (Dutch GAAP) for the 2005/2006 financial year (February 1, 2005 to January 31, 2006) and taking financing charges into account, the annual contribution to net earnings per share would have amounted to some € 0.90.

Scapino
With 184 stores, Scapino is the leading shoe discounter in the Netherlands offering a product range which, in addition to shoes for the whole family, consists of clothing (some 25%) and bags and accessories (some 10%). A distinctive feature of Scapino is that it offers surprisingly attractively priced, up-to-date and high-quality products in clear self-service stores staffed by customer-friendly shop assistants. The Scapino stores are mainly situated at A2 and B1 locations in town centres, with average retail floor space of 800 m². Scapino operates 25 stores on the outskirts of towns in Belgium and 7 outlet stores in Germany. Scapino employs approximately 2,950 staff (approximately 1,150 FTEs).

Important key figures of Scapino
Scapino has a track record in profitability for many years. It achieved higher revenue and operating profit in the 2005/2006 financial year than in the two preceding financial years, thanks to investments being made in further strengthening its formula (visual appeal of the collection and product range), improving awareness of the Scapino brand and managing margins more effectively. As a result, Scapino has established an excellent position to profit from any future economic recovery.

Key figures for the 2005/2006 financial year (under Dutch GAAP)

Consumer sales € 217.8 million
Net sales € 182.9 million
EBITDA € 20.4 million
Operating profit € 16.9 million
(as a % of net sales) (9.2%)
Total assets € 48.4 million


Shoe market and Scapino's growth potential
The shoe retailer market in the Netherlands is highly fragmented, with a number of large players as well as many different small local and regional players. Sales in the shoe market have been more or less stable for many years, amounting to some € 2.2 billion in 2005, according to information from the GFK market research bureau. Of the shoes sold in the Netherlands, some 35% are sold through small independent retailers and approximately 15% through non-shoe-store distribution channels, such as department stores and food discounters. Scapino is the largest shoe discounter in the Netherlands, with a market share of the total shoe market of approximately 6% in value and some 12% in volume.
Scapino envisages opening some 30 stores in the Netherlands in the medium to long term, of which some 10 stores are expected to be opened in the next three years.
Sales in the Belgium shoe market amount to some € 1.3 billion, 60% of which is generated by small independent retailers. Scapino currently has a modest market share in Belgium with 25 stores. The stores in Belgium are profitable and therefore provide the basis for further growth. In the medium to long term, Scapino expects to increase the number of stores in Belgium by approximately 70, of which some 15 are expected to be opened in the next three years.

Board of Management and organisation
The Management Board of Scapino consists of Steven J.W. de Raat (48, Managing Director) and Roelof Pothof (46, Management Services Director). Scapino has an organisational structure similar to that of most Macintosh Retail Group subsidiaries. Scapino will operate as an independent subsidiary of Macintosh Retail Group under the management of its current Management Board, which will report directly and will be accountable to Macintosh's Managing Board. The head office and distribution centre will remain in Assen.

Added value through collaboration
In addition to the opportunities for Scapino to achieve organic growth in revenue and operating profit, Macintosh Retail Group also expects the collaboration with other subsidiaries to produce synergies in the long run.
A significant benefit, according to Macintosh Retail Group, concerns the direct procurement of shoes and clothing in the Far East through the procurement facilities of Macintosh Hong Kong. Experience of Macintosh Retail Group's shoe retailers has shown that this results in higher gross margins. It is expected that the collaboration will enable Scapino to realise purchasing benefits of some millions of euros over time. Other benefits resulting from the collaborative venture with Macintosh Retail Group are joint media buying, distribution of flyers, lower printing costs, etc.
However, it is impossible to quantify in advance the added value that this collaboration will produce. Rather, it will be more a process of gradual realisation.

Acquisition price and financing
The acquisition price amounts to € 140 million (cash and debt free).
The acquisition of Scapino will be financed in full from new credit facilities with a term of 5 years at market conditions. These facilities total € 210 million and will be used to finance the transaction and refinance the current facilities of Macintosh Retail Group and Scapino.
Based on the pro-forma consolidated figures of Macintosh Retail Group and Scapino for 2005 and the related financing requirement, the Net Debt/EBITDA ratio would have been somewhat above 1.5 and the interest coverage ratio some 7, both easily meeting the usual requirements set by banks. Shareholders' equity of Macintosh Retail Group as a % percentage of the balance sheet total will amount to more than 30% after the acquisition.

Impact on Macintosh Retail Group
The acquisition of Scapino is fully in line with Macintosh Retail Group's acquisition strategy and will significantly strengthen its position on the Dutch shoe market. The retail chains Scapino, Dolcis, Manfield, Invito and PROsport jointly form the largest shoe retailer in the Netherlands, with a market share of approximately 13% in value and approximately 17% in volume.
Based on Scapino's figures (Dutch GAAP) for the 2005/2006 financial year (February 1, 2005 to January 31, 2006) and taking financing charges into account, the annual contribution to net earnings per share of Macintosh Retail Group would have amounted to some € 0.90.
It is expected therefore that Scapino will contribute substantially to earnings per share of Macintosh Retail Group in the future, although the full benefit, given the acquisition date of February 1, 2006, will only emerge in 2007.


Notice convening the extraordinary general meeting of shareholders 2006

Shareholders of Macintosh Retail Group NV are invited to attend the EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS, to be held on TUESDAY, MARCH 14, 2006 at 2.30 p.m. at the Golden Tulip Apple Park Hotel, Pierre de Coubertinweg 3, 6225 XT Maastricht
(tel. +31 43 3529000).

The following subjects will be discussed:

Opening and announcements.
Proposal to approve the acquisition of Scapino BV.
Any other business and closing of the business.

The agenda plus accompanying notes are available to shareholders for inspection at the company's offices on Parkweg 20, Maastricht and copies are available free of charge. The same information is also available for inspection at ABN AMRO Bank N.V., Foppingadreef 22, Amsterdam and copies are available free of charge. The information can be obtained by phoning the company (+31 43 3280728) during working hours or ABN AMRO Service desk (+31 76 5799455) between 9 a.m. and 4 p.m. The agenda plus accompanying notes are also available on this page.

Holders of ordinary bearer shares who wish to attend the meeting must request their bank, or other institution which is affiliated to Euroclear Nederland, to submit a written declaration to ABN AMRO Bank N.V. confirming that (1) the holder is entitled to a certain number of bearer shares belonging to its collective deposit of ordinary shares in the company and that (2) the holder will remain entitled to these shares until the meeting has been closed. This declaration must be filed at the above-mentioned bank or at the company's offices no later than March 7, 2006. You will receive a receipt which will serve as an admission ticket to the meeting via the bank concerned or other institution affiliated to Euroclear Nederland.

Any holders of registered shares who wish to attend the meeting must inform the Managing Board thereof in writing no later than March 7, 2006.

Rights to attend the meeting may be exercised by written proxy, provided the proxy has been received by the managing Board by March 11, 2006 at the latest.

Shareholders attending the meeting must be able to identify themselves if requested and are required to sign the attendance list prior to the meeting.
The above also applies to those persons whose rights to attend the meeting result from usufruct established on shares.

The Chairman of the meeting shall decide on admitting to the meeting any person other than the persons entitled to attend.

Maastricht, February 24, 2006
Supervisory Board / Managing Board



Directions for travelling to the venue of the meeting are available on request (tel. +31 43 3280728 or e-mail m.geuns@macintosh.nl). From Maastricht railway station, the Golden Tulip Apple Park Hotel can be reached by bus no. 10. Transport from Maastricht railway station to the venue can be arranged by phoning +31 43 3280728 stating the arrival time.


Notice convening the general meeting of shareholders 2006

Shareholders of Macintosh Retail Group NV are invited to attend the GENERAL MEETING OF SHAREHOLDERS, to be held on WEDNESDAY, APRIL 26, 2006 at 3.00 p.m. at the Golden Tulip Apple Park Hotel, Pierre de Coubertinweg 3, 6225 XT Maastricht (tel. +31 43 3529000).

The following subjects will be discussed at the meeting:

Opening and announcements.


a. Report of the Managing Board for the 2005 financial year.
b. Report of the Supervisory Board on the supervision exercised over
the Managing Board's policy in 2005.


a. Discussion and adoption of the 2005 annual accounts.
b. Dividend.
c. Discharge from liability of the Managing Board.
d. Discharge from liability of the Supervisory Board.


Supervisory Board vacancy.
a. Vacancy: time and cause.
b. Profile used to fill vacancy.
c. Opportunity for General Meeting of Shareholders
to make a recommendation.
d. Notification of Supervisory Board's nomination subject to the
suspensive condition that no other person is nominated
for appointment.
e. Proposal to appoint the person nominated subject to the suspensive
condition that no other person is nominated for appointment.

The vacancy in the Supervisory Board concerns mr A. Nühn who is due to step down according to the retirement schedule. The general Meeting of Shareholders will be given the opportunity to recommend candidates for appointment to the Supervisory Board to fill the vacancy left by the retirement of mr Nühn, taking into account the profile as mentioned in the Agenda with notes for the General Meeting which is available at the head office of the company. Subject to the suspensive condition that no other person is nominated for appointment, the Supervisory Board proposes that the General Meeting of Shareholders approve the Supervisory Board's recommendation for reappointment of Mr Nühn.


Renewal of the authority of the Managing Board to issue ordinary
shares.
b. Renewal of the authority of the Managing Board to limit or exclude
pre-emption rights of shareholders upon the issue of ordinary
shares.


Authorisation of the Managing Board, subject to the approval of the Supervisory Board, to acquire shares in the company's own capital.


Proposal to split the share of Macintosh Retail Group NV in the ratio 1:3 and in connection therewith, amendment of the Articles of Association.


Remuneration Supervisory Board.


Announcements, any other business and closing of the meeting.

The agenda plus accompanying notes, the report of the Managing Board and the 2005 Annual Accounts together with the Other Information under which the Auditors' Report as well as the report of the Supervisory Board, the information with regard to mr Nühn as mentioned in clause 2:142 sub 3 of the Dutch BW and the proposal for the amendment of the Articles of Association are available to shareholders at the company's offices on Parkweg 20, Maastricht and copies are available free of charge. The same information is also available for inspection at ABN AMRO Bank N.V., Foppingadreef 22, Amsterdam. The information can be obtained by phoning the company (+31 43 3280728) during working hours or ABN AMRO Service desk (+31 76 5799455) between 9 a.m. and 4 p.m. The agenda plus accompanying notes are also available on the website www.macintosh.nl.

Holders of ordinary bearer shares who wish to attend the meeting must request their bank, or other institution which is affiliated to Euroclear Nederland, to submit a written declaration to ABN AMRO Bank N.V. confirming that (1) the holder is entitled to a certain number of bearer shares belonging to its collective deposit of ordinary shares in the company and that (2) the holder will remain entitled to these shares until the meeting has been closed. This declaration must be filed at the above-mentioned bank or at the company's offices no later than April 19, 2006. You will receive a receipt which will serve as an admission ticket to the meeting via the bank concerned or other institution affiliated to Euroclear Nederland.

Any holders of registered shares who wish to attend the meeting must inform the Managing Board thereof in writing no later than April 19, 2006.

Rights to attend the meeting may be exercised by written proxy, provided the proxy has been received by the managing Board by April 24, 2006 at the latest.

Shareholders attending the meeting must be able to identify themselves if requested and are required to sign the attendance list prior to the meeting.

The above also applies to those persons whose rights to attend the meeting result from usufruct established on shares.

The Chairman of the meeting shall decide on admitting to the meeting any person other than the persons entitled to attend.

Maastricht, the Netherlands5
Supervisory Board / Managing Board

Directions for travelling to the venue of the meeting are available on request (tel. +31 43 3280728 or e-mail m.geuns@macintosh.nl). From Maastricht railway station, the Golden Tulip Apple Park Hotel can be reached by bus no. 10. Transport from Maastricht railway station to the venue can be arranged by phoning +31 43 3280728 stating the arrival time.


Agenda April 2006

Of the General Meeting of Shareholders of Macintosh Retail Group NV, to be held on Wednesday, April 26, 2006 at 3 p.m. at the Golden Tulip Apple Park Hotel, Pierre de Coubertinweg 3, 6225 XT Maastricht.

1. Opening and announcements. 

2.
a. Report of the Managing Board for the 2005 financial year.
b. Report of the Supervisory Board on the supervision exercised over
the Managing Board's policy in 2005.

3.
a. Discussion and adoption of the 2005 annual accounts.
b. Dividend.
c. Discharge from liability of the Managing Board.
d. Discharge from liability of the Supervisory Board.

4. Supervisory Board vacancy.
a. Vacancy: time and cause.
b. Profile used to fill vacancy.
c. Opportunity for General Meeting of Shareholders to make a
recommendation.
d. Notification of Supervisory Board's nomination subject to the
suspensive condition that no other person is nominated
for appointment.
e. Proposal to appoint the person nominated subject to the suspensive
condition that no other person is nominated for appointment.

5.
a. Renewal of the authority of the Managing Board to issue ordinary
shares.
b. Renewal of the authority of the Managing Board to limit or exclude
pre-emption rights of shareholders upon the issue of ordinary
shares.

6.
Authorisation of the Managing Board, subject to the approval of the Supervisory Board, to acquire shares in the company's own capital.

7.
Proposal to split the share of Macintosh Retail Group NV in the ratio 1:3 and in connection therewith, amendment of the Articles of Association.


8. Remuneration Supervisory Board


Announcements, any other business and closing of the meeting.

NOTES TO THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS OF MACINTOSH RETAIL GROUP NV, TO BE HELD ON APRIL 26, 2006

The items 3, 4c and e, 5, 6, 7 and 8 are placed on the agenda with regard to decision making of the General Meeting of Shareholders, while the other items are meant for the information of and discussion with shareholders only.

Note to item 2 on the agenda
The Report of the Managing Board was adopted by the Managing Board on March 14, 2006 and approved by the Supervisory Board on the same date. This report and the Report of the Supervisory Board are included on pages 4 to 48 and pages 49 to 51, respectively, of the Annual Report. Shareholders will be given the opportunity during the meeting to ask questions concerning both reports.

Note to item 3a on the agenda
The 2005 annual accounts were drawn up by the Managing Board on March 14, 2006. Following discussions with the Audit Committee, the annual accounts were submitted by the Managing Board to the Supervisory Board and discussed extensively in the presence of Ernst & Young Accountants on March 14, 2006. The 2005 annual accounts have been audited by Ernst & Young Accountants, who issued an unqualified auditors' report on them. The company's accountant will join today's meeting.
The Supervisory Board has concluded that the Report of the Managing Board for 2005 meets the standards of transparency and the 2005 annual accounts give a true and fair view of the financial position of the company as at December 31, 2005, and of the result for the year then ended. The 2005 annual accounts have been signed by all members of the Supervisory Board and the Managing Board. The 2005 annual accounts are included on pages 52 to 101 of the Annual Report.
It is proposed that the shareholders adopt the 2005 annual accounts as presented.

Note to item 3b on the agenda
Macintosh Retail Group's reserve policy is aimed at establishing a healthy financial position for the purpose of continuity and expected strategic growth through acquisitions. The underlying principle is that shareholders must be able to rely on a stable dividend distribution and to share in profit growth. Barring unusual circumstances, Macintosh Retail Group's intention is to add some 60% of the net profit to reserves and distribute the remaining approximately 40% to shareholders in cash or in shares. Macintosh Retail Group NV's reserve and dividend policy was approved by the General Meeting of Shareholders on April 21, 2004.
The Managing Board has decided, with the approval of the Supervisory Board, to add € 19.5 million of the net profit of € 32.9 million to reserves. The shareholders will therefore be entitled to € 13.4 million, to be distributed as dividend. This means that a cash dividend will be distributed to shareholders of € 1.80 per share for 2005 (2004: € 1.05). This corresponds to 40.7% of the net profit (2004: 42.7%).
The dividend is payable as from Tuesday, May 10, 2006. The ex-dividend date is April 28, 2006.

Note to item 3c on the agenda
Article 32 (2) of the Articles of Association provides that the discharge from liability of the Managing Board must be included as a separate item on the agenda. It is proposed that the Managing Board be discharged from liability in respect of the fulfilment of its tasks in 2005, in so far as this is evidenced by the annual accounts and/or the annual report. The scope of the discharge granted is limited by law.

Note to item 3d on the agenda
Article 32 (2) of the Articles of Association provides that the discharge from liability of the Supervisory Board must be included as a separate item on the agenda. It is proposed that the Supervisory Board be discharged from liability in respect of the supervision exercised over the Managing Board's policy in 2005, and the fulfilment of any other tasks, in so far as this is evidenced by the annual accounts and/or the annual report. The scope of the discharge granted is limited by law.

Note to item 4a on the agenda
According to the retirement schedule, Mr A. Nühn is due to retire as Supervisory Board member on April 26,2006. Mr Nühn has stated that he is available for reappointment to the Supervisory Board.

Note to item 4b on the agenda
The profile drawn up by the Supervisory Board for the desired composition and size of the Board, as well as the desired knowledge and experience of individual Supervisory Board members, will serve as a basis for filling the vacancy left by the retirement of Mr Nühn. Candidates for appointment or reappointment to the Supervisory Board are expected to have:
a. Wide-ranging management experience, preferably in an internationally
operating organisation;
b. b. National and international financial and economic knowledge and
experience;
c. Social expertise and commitment;
d. Experience in a retail organisation or in the area of the marketing
of consumer oriented products.
e. Experience in a decentrally managed organisation in which
people play a key role;
f. General national and international legal and/or tax knowledge and
experience.

Note to item 4c on the agenda
The General Meeting of Shareholders will be given the opportunity to recommend a candidate to fill the vacancy left by the retirement of Mr Nühn. The Central Works Council has stated that it endorses the recommendation of Mr Nühn for reappointment.

Note to item 4d on the agenda
Partly on the recommendation of the Remuneration & Appointment Committee, the Supervisory Board has given careful thought to filling the expected vacancy, taking into account the desired composition and size of the Board, as well as the desired knowledge and experience of individual Supervisory Board members, as described in the profile.

The Supervisory Board recommends to the General Meeting of Shareholders its nomination of Mr Nühn for appointment for another term of four years, subject to the suspensive condition that no other person is nominated for appointment.

The recommendation for the reappointment of Mr Nühn is based on the fact that he perfectly meets the relevant selection criteria laid down in the note to item 4b. The recommendation was also based on Mr Nühn's good performance as member of the Supervisory Board during the past four years. In case of reappointment, Mr Nühn starts his second term as member of the Supervisory Board.

The personal details of Mr Nühn as referred to in Section 142 (3) of Book 2 of the Netherlands Civil Code are set out below:
Age : 52 (born July 6, 1953).
Nationality : Dutch.
Position : CEO Sara Lee International BV.
Membership of other Supervisory Boards : Alpinvest partners NV and Leaf International BV.

Mr Nühn owns no shares and/or option rights to shares in Macintosh Retail Group NV.

Note to item 4e on the agenda
Subject to the suspensive condition that no other person is nominated for appointment, the Supervisory Board proposes that the General Meeting of Shareholders approve the Supervisory Board's recommendation for reappointment of Mr Nühn for another term of four years, commencing immediately at the end of the General Meeting of Shareholders.

Following the reappointment, the new retirement schedule is as follows:
2007: Mr A.N.A.M. Smits;
2008: Mr C.H. van Dalen;
2009: Mr J.G.M. van Oijen;
2010: Mr A. Nühn.

Note to item 5a on the agenda
The General Meeting of Shareholders on April 28, 2005 authorised the Managing Board to issue ordinary shares for a period of 24 months for an amount equal to 10% of the capital issued in the form of ordinary shares. A decision of the Managing Board to issue ordinary shares is subject to the approval of the Supervisory Board.
It is proposed to renew the Managing Board's authority to issue ordinary shares, including the granting of rights to acquire ordinary shares, as provided for in Article 7 of the Articles of Association, for a period of 24 months commencing from the date of this General Meeting of Shareholders for an amount equal to 10% of the capital issued in the form of ordinary shares.

Note to item 5b on the agenda
The General Meeting of Shareholders on April 28, 2005 authorised the Managing Board to limit or exclude pre-emption rights of shareholders upon the issue of ordinary shares for a period of 24 months for an amount equal to 10% of the capital issued in the form of ordinary shares. A decision of the Managing Board to limit or exclude pre-emption rights is subject to the approval of the Supervisory Board.

It is proposed to renew the Managing Board's authority to limit or exclude pre-emption rights of shareholders upon the issue of ordinary shares, including the granting of rights to acquire ordinary shares, as provided for in Article 8 of the Articles of Association, for a period of 24 months commencing from the date of this General Meeting of Shareholders. This authority is limited to the amount of ordinary shares which can be issued pursuant to a decision of the Managing Board.

Note to item 6 on the agenda
Under Article 10 of the Articles of Association, the company can acquire shares in its own capital pursuant to a decision of the Managing Board, approved by the Supervisory Board, provided it has been authorised to do so by the General Meeting in accordance with Section 98 of Book 2 of the Netherlands Civil Code. This authorisation was given by the General Meeting of Shareholders to the Managing Board on April 28, 2005 for a maximum period of 18 months.
It is proposed to authorise the Managing Board, subject to the approval of the Supervisory Board, for a period of 18 months starting on the day of this General Meeting of Shareholders, to acquire as many of the company's own shares, either privately or on the stock exchange, as is allowed by law and under the Articles of Association at a price not exceeding the stock exchange price plus 10%.
The stock exchange price shall be understood to mean the average closing price for the five trading days prior to the date of the acquisition.

Note to item 7 on the agenda
Given the positive development of the price of shares in Macintosh Retail Group and the increased interest of market parties in those shares, the proposal is submitted to the General Meeting of Shareholders to split the shares in the ratio of three new shares for one existing share, in order to increase the marketability of the shares. In relation therewith, the nominal value of the (preference) shares should be adapted from € 1.20 to € 0.40, resulting in an amendment of the Articles of Association.
The Articles of Association will also be amended on some other minor points, according to the proposal of Allen & Overy dated March 3, 2006 which is added (in Dutch) to the agenda for the General Meeting of Shareholders.
The proposal to amend the Articles of Association also includes the proxy to every member of the Managing Board, the Company Secretary as well as every (candidate)notary and staff member of Allen & Overy LLP Amsterdam, to solicit for the certificate of no objection and to execute the notarial deed.

Note to item 8 on the agenda
The remuneration of the Supervisory Board was determined in 2001 by the General Meeting of Shareholders at € 25,000 for the chairman and € 20,000 for each member per year. It is proposed to the General Meeting of Shareholders to change these amounts into € 30,000 and € 25,000 respectively.