Foundation “Preferente Aandelen Macintosh Retail Group”

Protective measures
The object of Stichting Preferente Aandelen Macintosh Retail Group (Macintosh Preference Shares Foundation) is to promote the interests of Macintosh Retail Group, its activities and all those concerned with them, with any influences which could adversely affect the continuity, independence or identity which could be in conflict with those interests, being averted as much as possible, among other things. In 1993, Macintosh Retail Group concluded an agreement with the Foundation that gives the Foundation the right – as a further preventive measure, and on its own initiative - to take preference shares (call option) and exercise the attaching voting rights if a hostile takeover bid is made or impending. This agreement was amended in mid-2008.


A hostile takeover bid is understood to mean a bid for Macintosh Retail Group’s ordinary shares, with a view to transferring control to the party making the bid without the consent of the Supervisory Board, or without the Supervisory Board having been notified in advance. According to Macintosh Retail Group and the Foundation, the call option has been granted to the Foundation partly with a view to preventing, delaying or complicating any undesirable shareholder influence in Macintosh Retail Group or any undesirable concentration of control in the company. The maximum number of preference shares that can be acquired by the Foundation without the approval of the General Meeting of Shareholders equals the number of shares outstanding minus one.

 

Under Section 346(c) of Book 2 of the Dutch Civil Code, Macintosh Retail Group has granted the Foundation the right of inquiry as referred to in Section 345 of Book 2 of the Dutch Civil Code, enabling the Foundation to achieve its objective without being required to use the call option it has been granted.

 

The Foundation’s administration currently comprises the following members.

 

NameAppointed in / untilAgePosition
J.A.J. Vink (Chairman)2013 / 201766Former CEO of CSM N.V.
B.H.M.J.J. Verwilghen2010 / 201461Company Secretary of SBM Offshore N.V.
M.J. Cools2011 / 201556

Attorney-at-law/Partner at De Advocaten van Van Riet B.V.

The Foundation’s administration is independent of the company, since none of the members: (a) is a member or former member of the Managing Board, or a member or former member of the Supervisory Board of the company or any of its group companies; (b) is employed by the company or any of its group companies; or (c) is a permanent adviser to the company or any of its group companies. The Foundation is an entity independent of Macintosh Retail Group NV within the meaning of Section 5:71 (1)(c) of the Financial Supervision Act.