shareholder meetings

Agenda 2007

Of the General Meeting of Shareholders of Macintosh Retail Group NV, to be held on Tuesday, April 24, 2007 at 2 p.m. at the Golden Tulip Apple Park Hotel, Pierre de Coubertinweg 3, 6225 XT Maastricht.

The following subjects will be discussed at the meeting:


1. Opening and announcements.

2.
a. Report of the Managing Board for the 2006 financial year.
b. Report of the Supervisory Board on the supervision exercised over
the Managing Board's policy in 2006.

3.
a. Discussion and adoption of the 2006 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.

The vacancy in the Supervisory Board is due to the retirement of Mr A.N.A.M. Smits who will retire according to the retirement schedule. The General Meeting will be given the opportunity to recommend a candidate to fill the vacancy left by the retirement of Mr Smits, taking into account the profile as published in the agenda with notes which is available at the 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 appointment of Mr W. Dekker (CEO Nutreco Holding NV) to the Supervisory Board.

5.
Information on the intended appointments of 2 new Managing Board members. The Supervisory Board intends to appoint Mr T.L. Strijbos to the Managing Board as from May 1, 2007, and as CFO with effect from July 1, 2007. It wishes to appoint Mr E.M.H. Coorens to the Managing Board as from June 1, 2007, and as COO with effect from July 1, 2007

6.
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.

7.
Authorisation of the Managing Board, subject to the approval of the Supervisory Board, to acquire shares in the company's own capital.

8.
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 24, 2007

The items 3, 4c and e, 6 and 7 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 13, 2007 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 44 and pages 45 to 48, 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 2006 annual accounts were drawn up by the Managing Board on March 13, 2007. 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 15, 2007. The 2006 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 2006 meets the standards of transparency and the 2006 annual accounts give a true and fair view of the financial position of the company as at December 31, 2006, and of the result for the year then ended. The 2006 annual accounts have been signed by all members of the Supervisory Board and the Managing Board. The 2006 annual accounts are included on pages 51 to 106 of the Annual Report. It is proposed that the shareholders adopt the 2006 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 € 27.5 million of the net profit of € 46.0 million to reserves. The shareholders will be entitled to the remaining part. The proposal is to distribute the remaining part of net profit as a cash dividend. This means that a cash dividend will be distributed to shareholders of € 0,83 per share for 2006 (2005: € 0,60). This corresponds to 40.2% of the net profit (2005: 40.7%). The dividend is payable as from May 2, 2007. The ex-dividend date is April 26, 2007.

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 2006, 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 2006, 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.N.A.M. Smits is due to retire as Supervisory Board member on April 24, 2007. Mr Smits is not available for reappointment because the maximum number of terms has lapsed.

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 Smits. Besides the items mentioned in the profile, a candidate for appointment to the Supervisory Board is expected to match the following criteria:
a. Operationally active in an internationally operating company listed on Euronext Amsterdam.
b. Experience with the marketing of consumer oriented products or services.
c. (International) financial and economic knowledge and experience;
d. Social expertise and commitment;
e. Experience in a decentrally managed organisation in which people play a key role.


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 Smits.

Note to item 4d on the agenda
Also 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 Supervisory 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 W. Dekker for appointment for a term of four years, subject to the suspensive condition that no other person is nominated for appointment. The recommendation for the appointment of Mr Dekker is based on the fact that he perfectly meets the relevant selection criteria laid down in the note to item 4b. Mr Dekker is operationally active as CEO of Nutreco Holding NV and has wide-ranging senior management experience in an internationally operating company listed on Euronext Amsterdam, as well as many years of knowledge of marketing products designated for consumers. The Central Works Council has stated that it recommends Mr Dekker for appointment to the Supervisory Board.

The personal details of Mr Dekker as referred to in Section 142 (3) of Book 2 of the Netherlands Civil Code are set out below:

Age: 50 (born November 10, 1956).
Nationality: Dutch.
Position: CEO and Chairman of the Executive Board of Nutreco Holding NV.
Membership of other Supervisory Boards: None
Other relevant functions:
- Chaiman DuVo;
- Member Advisory Board Uitgevende Instellingen Euronext.
Mr Dekker 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 appointment of Mr Dekker to Supervisory Board for a term of four years, commencing immediately at the end of the General Meeting of Shareholders.

Following the appointment, the new retirement schedule is as follows:
2008: Mr C.H. van Dalen;
2009: Mr J.G.M. van Oijen;
2010: Mr A. Nühn;
2011: Mr Dekker.


Note to item 5 of the agenda
On July 1, 2007, Mr M.S.J.H. Stevens (CFO) and Mr L.J.J.M. van de Wiel (COO) will retire from the Managing Board on account of reaching the statutory retirement age. Also on the recommendation of the Remuneration & Appointment Committee, the Supervisory Board has given careful thought to filling the expected vacancies. In doing so, it considered the desired composition and size of the Managing Board, as well as the desired knowledge and experience of individual Board members. A key factor in these deliberations was the fact that the Supervisory Board and Managing Board preferred to appoint at least one new member from Macintosh Retail Group's own ranks. Following these deliberations, the Supervisory Board intends to appoint Mr T.L. Strijbos to the Managing Board as from May 1, 2007, and as CFO with effect from July 1, 2007. It wishes to appoint Mr E.M.H. Coorens to the Managing Board as from June 1, 2007, and as COO with effect from July 1, 2007. According to clause 15.1 of the Articles of Association, the General Meeting of Shareholders has to be informed of the intended appointments.

Mr Strijbos (a Dutch national, aged 47 years) has been Finance Director at Dixons group since August 1, 2002. Prior to that, from May 2000, he was employed as Logistics Manager at V&D Warenhuizen (department stores). He had been employed in a similar position at Kwantum Netherlands BV from early 1996. From 1987 to 1996, Mr Strijbos worked as a corporate finance/tax executive at Macintosh Retail Group. Prior to that, he had been employed at the Government Audit Department since 1982. Mr Coorens (a Dutch national, aged 42 years) has been Managing Director at Kwantum Netherlands BV since October 1, 2002. He had been employed as Director Product Management at the same organisation since early 1999, prior to that as Management Services Director at Kwantum Belgium. Mr Coorens began his career as information manager at Macintosh Retail Group in Maastricht in 1996. Before that, he worked as senior organisation adviser with KPMG Management Consulting and project manager at Vendex International.

Both new members will be given a mandate for an indefinite period of time. Macintosh's notes on the application of the Corporate Governance Code state that new members of the Managing Board will be appointed under a mandate for a maximum period of four years at a time, unless there are good reasons for deviating from this rule. The reason for doing so in the case of Mr Coorens is to ensure that the existing employment contract (for an indefinite period of time) of Mr Coorens, currently Managing Director of subsidiary Kwantum Netherlands BV is respected. Partly given the small size of the Managing Board, the Supervisory Board considers it advisable that comparable contractual conditions apply to Managing Board members with comparable positions. An employment contract for an indefinite period of time is therefore also concluded with Mr Strijbos. The new members of the Managing Board have a notice period of 3 months, while 6 months are applicable to the company.

Partly in connection with the appointment of two new members to the Managing Board, Hay Group conducted a survey to obtain greater insight into the terms of employment of members of management boards of comparable companies. The Supervisory Board partly based its decision on the remuneration of Mr Strijbos and Mr Coorens on the results of the survey concerned. The Supervisory Board has set the fixed starter salaries of the new members of the Managing Board for 2007 at € 250,000 each. The variable remuneration is set at 40% of the total gross fixed salary in the year on which the variable remuneration is applicable as a maximum. The variable remuneration is related to the development of the Group's result and working capital (75%) as well as specific targets to be determined yearly by the Supervisory Board (25%). The new members of the Managing Board will participate in Macintosh Retail Group's share option plan which is described in the annual report 2006, with the Supervisory Board deciding on the number of options to be granted to each individual. Mr Coorens already participates in the option plan and has 46,000 options with several option prices and expiry dates at the date of this agenda. Mr Strijbos will participate firstly as from 2008. Only in the event of a change in control at Macintosh Retail Group, as a result of which the Managing Board in office effectively loses the control required to determine policy under the supervision of the Supervisory Board, the individual contracts of the new members of the Managing Board provide that, on termination of employment within a year of this situation occurring, the Managing Board member concerned, would receive compensation amounting to two times his fixed annual remuneration.

Note to item 6a on the agenda
The General Meeting of Shareholders on April 26, 2006 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 6b on the agenda
The General Meeting of Shareholders on April 26, 2006 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 7 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 26, 2006 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.
Maastricht, the Netherlands
April 5, 2007

Supervisory Board / Management Board


Notice convening the general meeting of shareholders 2007

Shareholders of Macintosh Retail Group NV are invited to attend the GENERAL MEETING OF SHAREHOLDERS, to be held on TUESDAY, APRIL 24, 2007 at 2.00 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:

1. Opening and announcements. 

2.
a. Report of the Managing Board for the 2006 financial year.
b. Report of the Supervisory Board on the supervision exercised over
the Managing Board's policy in 2006. 

3.
a. Discussion and adoption of the 2006 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.

The vacancy in the Supervisory Board is due to the retirement of Mr A.N.A.M. Smits who will retire according to the retirement schedule. The General Meeting will be given the opportunity to recommend a candidate to fill the vacancy left by the retirement of Mr Smits, taking into account the profile as published in the agenda with notes which is available at the 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 appointment of Mr W. Dekker (CEO Nutreco Holding NV) to the Supervisory Board.

5.
Information on the intended appointments of 2 new Managing Board members. The Supervisory Board intends to appoint Mr T.L. Strijbos to the Managing Board as from May 1, 2007, and as CFO with effect from July 1, 2007. It wishes to appoint Mr E.M.H. Coorens to the Managing Board as from June 1, 2007, and as COO with effect from July 1, 2007

6.
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.

7.
Authorisation of the Managing Board, subject to the approval of the Supervisory Board, to acquire shares in the company's own capital.

8.
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 Netherlands
April 5, 2007
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 General Meeting of Shareholders november 2007

Agenda for a General Meeting of Shareholders of Macintosh Retail Group NV, to be held on Thursday, November 15, 2007 at 11 a.m. at the Golden Tulip Apple Park Hotel, Pierre de Coubertinweg 3, 6225 XT Maastricht.


Click here to view the complete agenda (pdf).

Notice convening the general meeting of shareholders November 2007

Shareholders of Macintosh Retail Group NV are invited to attend a GENERAL MEETING OF SHAREHOLDERS, to be held on Thursday, November 15, 2007 at 11 a.m. at the Golden Tulip Apple Park Hotel, Pierre de Coubertinweg 3, Maastricht (tel. +31 [0]43-3529000).


General Meeting of Shareholders, November 15th 2007

A presentation was held concerning the ACQUISITION OF BRANTANO NV BY MACINTOSH RETAIL GROUP NV during the General meeting of shareholders on November 15th, 2007.