Foundation “Preferente Aandelen Macintosh Retail Group”

The object of Stichting Preferente Aandelen Macintosh Retail Group (Macintosh Preference Chares Foundation) is to promote the interests of Macintosh Retail Group N.V., its business and all those involved with it, in connection with which all potential influences that could threaten continuity, independence or identity which could be in conflict with the aforementioned interests are avoided wherever possible, among other things. In 1993, Macintosh concluded an agreement with the Foundation that gives the Foundation the right - as a further preventive measure, and on its own imitative - to take preference shares (call option) and exercise the attached 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's ordinary shares, with a view to transferring control to the party making the bid without the consent of the Supervisory Board and/or without the Supervisory Board having been notified in advance. According to Macintosh and the Foundation, the call option was granted to the Foundation partly with a view to preventing, delaying or complicating any undesirable shareholder influence in Macintosh 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 is equal to the number of shares outstanding minus one.


Under Section 346(c) of Book 2 of the Netherlands Civil Code, Macintosh has granted the Foundation the right of enquiry as referred to in Section 345 of Book 2 of the Netherlands 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 consists of the following independent members:

 

Name

Appointed /

reappointed 

Appointed untilAgePosition
J.A.J. Vink (Chairman2009 / 2013201767Former CEO of CSM N.V.
mr B.H.M.J.J. Verwilghen2014 201862

Company Secretary of SBM

Offshore N.V.

mr M.J. Cools2011 201557Attorney-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 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 administrators do not hold financial stakes in the company. The Foundation is an entity independent of Macintosh within the meaning of Section 5:71(1)(c) of the Financial Supervision Act.