Retail. is our business

Transcription

1 A N N U A L R E P O R T Retail is our business

2 Retail is our business Macintosh Retail Group is a large-scale non-food retailer specialising in the distribution of consumer products in the Benelux and surrounding countries. Our retail chains target a broad range of consumers in the Living, Fashion and Automotive & Telecom market sectors, where they are among the leaders. The customer is key to everything that more than 9,600 employees believe in and do. Our retail formats present an up-to-date and attractively-priced range of products and a constant flow of interesting special offers, thus ensuring complete customer satisfaction and encouraging customers to revisit our stores. Every year some 160 million consumers visit our stores, while approximately 40 million visit our websites. Moreover, Macintosh Retail Group s strength is to leverage its non-food retail expertise aimed at economies of scale, increasing profitability and cost leadership. This is partly facilitated by back-office facilities, including excellent systems, in a decentrally organised group of companies. At the beginning of 2007, Macintosh Retail Group operated 961 stores in the Netherlands, Belgium, France and Germany, with a total retail floor space of 525,000 m 2. The majority of the stores are located in town centres, with Kwantum and GP Décors, in particular, occupying 150 stores at shopping centres on the outskirts of towns. Through its subsidiary Macintosh Hong Kong, Macintosh Retail Group has direct purchasing facilities for supplies made from countries in the Far East. In the Living sector, Kwantum offers the best deals in home furnishings and home decoration with 98 stores in the Netherlands and Belgium. With 52 stores in France, GP Décors is a comprehensive supplier of home decoration at attractive prices. The Fashion sector comprises 447 Scapino, Dolcis, Manfield, Invito and PRO sport shoe stores in the Netherlands and Belgium, selling mainly shoes, but also shoe accessories, bags, clothing and sporting goods. The stores offer a range of products in every price category, matching any style, taste and age. In the Automotive & Telecom sector, BelCompany is the largest supplier of mobile telecom products and services in the Netherlands with 156 stores and one of the largest independent telecom retailers in Belgium with 56 stores. With 152 stores in the Netherlands and Belgium, Halfords is the specialist for bicycles, car and bicycle accessories, and mobile navigation equipment. In 2006, Macintosh Retail Group achieved consumer retail sales of more than 1.1 billion, of which approximately 90% was generated in the Netherlands and the remainder in Belgium, France and Germany. Macintosh Retail Group NV Parkweg 20, 6212 XN Maastricht - P.O.box 5770, 6202 MH Maastricht, The Netherlands Tel Fax info@macintosh.nl -

3 TABLE OF CONTENTS Key figures Key group data 2 Data per share 3 Report of the Managing Board From the Managing Board 4 Review of 2006 and outlook for : Record year for Macintosh Retail Group 5 Living 10 Fashion 14 Automotive & Telecom 18 Services 22 ebusiness 23 Personnel and organisation 24 Outlook for From the CEO 27 The company Shareholder information 28 Group organisation 31 Organisation chart 32 Objectives and strategy 33 Personnel and organisation 34 Risk profile and risk management 35 Social responsibility 39 Corporate governance 42 Report of the Supervisory Board 45 Financial statements 49 Group financial statements 52 Index to notes to the group financial statements 57 Notes to the group financial statements 58 Group companies 93 Company financial statements and notes of Macintosh Retail Group NV 97 Other information Events after the balance sheet date 107 Appropriation of profit 107 Macintosh Preference Shares Foundation 108 Auditor s report 109 Macintosh Retail Group five year summary 110 Information on Supervisory Board and Managing Board members 111 List of addresses 112 Forward-looking statements This annual report contains a number of forward-looking statements and expectations. These statements, which can be reflected in a number of different ways, refer to future events. They are based on current expectations, estimates and forecasts made by the management of Macintosh Retail Group, as well as on information currently available to the group. These expectations and forecasts are subject to change and Macintosh Retail Group s actual results may differ substantially from expectations as described in this annual report, due to potential risks, uncertainties and other significant factors which Macintosh Retail Group is not always able to control and which are neither manageable nor predictable. In the light of these risks, uncertainties and assumptions, there is even a possibility that the future events described in the annual report will not actually take place. Macintosh Retail Group cannot therefore guarantee that the expectations expressed in this annual report will be realised. These factors, risks and uncertainties include the following non-exhaustive list: Changes in economic and commercial circumstances, changing consumer preferences, introductions of new retail formats or concepts, products and services, government policy in general and amendments to legislation and regulations in particular, changing competition in the markets in which Macintosh Retail Group operates, financing of the business activities, efficiency and cost control, exchange rate changes, interest rate fluctuations, uncertain political situations, tax rates, acquisitions, joint ventures and disposals. For further details of risks, uncertainties and other factors which may affect the results, performance or success of Macintosh Retail Group, reference is made to pages 35 to 38 of this annual report. The statements made in this annual report reflect the situation as at March 13, 2007 and Macintosh Retail Group accepts no obligation to update the statements or publish any changes, due to new information becoming available, future events or any other factors, unless it is obliged to do so under imperative rules of governing law. For additional information on this matter, reference is made to the public announcements made by Macintosh Retail Group following the date of this annual report. 1

4 KEY FIGURES Key group data (Amounts in millions) Turnover, result, cash flow and capital expenditure Consumer retail sales, incl. franchisees 1, Net turnover Net turnover on continuing operations EBITDA EBITDA on continuing operations Operating result (EBIT) Operating result (EBIT) on continuing operations Net profit Net profit on continuing operations Depreciation 22, Depreciation of continuing operations Cash flow Cash flow on continuing operations Capital expenditure Capital expenditure on continuing operations Equity and liabilities Balance sheet total Average net capital employed Shareholders equity Net cash flow - Continuing operations: From operating activities Used in investing activities From/used in financing activities Total cash inflow from operations to be discontinued Ratios Net turnover, % change on previous year Net turnover on continuing operations 1 % change on previous year Operating result as a % of turnover (EBIT margin) Operating result on continuing operations as a % of turnover (EBIT margin) Return on net capital employed (ROCE, %) ROCE on continuing operations Tax burden (%) Net profit as a % of turnover Shareholders equity as a % of balance sheet total Interest Coverage ratio Net debt/ebitda ratio 1.1 < 0 Employees The Netherlands 8,933 6,171 Other countries Total 9,627 6,606 Average full-time equivalents 5,470 4,609 Store information Number of stores in the Netherlands Number of stores in other countries Total number of stores Retail floor space (m 2 ) 600, ,000 1 All activities excluding the furniture activities in 2006 and 2005 and excluding Superconfex in

5 KEY FIGURES Data per share 1 (Amounts in millions) Net profit Cash flow Dividend Shareholders equity Highest price Lowest price Year-end price Year-end market value in millions Ratios Dividend yield as a % of highest/lowest/year-end price 2.6/5.8/ /7.5/4.1 Pay-out as a % of net profit Highest/lowest price to net profit 15.0/ /5.3 Highest/lowest price to cash flow 10.1/ /3.5 Stock exchange performance Number of shares outstanding at year-end 3 22,268,118 22,268,118 Issued and paid-up share capital (in ) 8,907,247 8,907,247 Weighted average number of shares outstanding 21,769,994 21,950,952 Number of shares annual trading volume 4 14,172,435 8,935,113 Shares annual trading volume in value terms ( millions) Number of shares average daily trading volume 4 55,578 34,767 Shares average daily trading volume in value terms ( millions) Number of transactions 4 34,319 4,469 1 Following the share split on May 10, 2006, with one existing share being converted into three new shares. 2 Calculated on the basis of the weighted average number of shares outstanding, excluding treasury shares repurchased. Earnings per share on a fully diluted basis amounted to 2.08 for 2006 and 1.47 for Including 754,422 treasury shares repurchased (2005: 737,922). 4 Excluding possible transactions conducted off the Euronext stock exchange. x Net profit per share Cash dividend per share Share prices from 2004 until februari 2007 x Shareholders equity per share Cash flow per share x J F M A M J J A S O N D J F Monthly share trading (x 1000) 3

6 REPORT OF THE MANAGING BOARD/DEVELOPMENTS From the Managing Board To our shareholders, We look back on 2006 with satisfaction, as we made significant steps in terms of growth and increased profitability. The continuing improvements in the non-food retail market resulted in an increase in turnover of 20.3% to million. This was due to the acquisition of shoe discounter Scapino, higher turnover from existing stores and the addition of 36 new stores on balance. With Scapino, Macintosh Retail Group acquired early 2006 a retail format that had been successful for many years and offers further growth potential. The acquisition fits our growth strategy defined in 2003 and contributed considerably to the increase in operating result in The total operating result increased by 46.3% to 67.1 million. The existing activities reported an increase in profitability, too. These developments led to a net profit of 46.0 million, a 40.0% rise on last year. It will be proposed to distribute a dividend of 0.83 per share, representing a pay-out of 40.2% and a 38.3% increase compared with It goes without saying that we will continue to further strengthen our successful retail formats in the Netherlands in 2007, by investing in existing as well as new stores. In addition, much attention will be devoted to our retail chains in other countries, as well as to our active quest for suitable candidates for acquisition. We have confidence in 2007, but believe it is too early to make any forecast now about the development of operating result and net profit on continuing operations in Maastricht, the Netherlands, March 13, 2007 The performance of a retailer depends largely on the quality and commitment of the people it employs. The Managing Board would like to express its appreciation to all employees contributing to the excellent performance in 2006 and working very hard each day to ensure that consumers found their way to our stores once again in F.K. (Frank) De Moor (CEO) After Stoutenbeek/Pot s store in Axel had been sold in early 2006, agreement was reached at the end of that year on the sale of the furniture activities of Piet Klerkx and Stoutenbeek as at January 1, The sale has since been effected. We would like to thank the employees of these companies for their highly valued dedication and wish them every success with their new owners. The sale fulfilled our goal of refocusing on home decoration in particular in the Living sector. M.S.J.H. (Stef) Stevens (CFO) In order to enhance the marketability of the Macintosh Retail Group NV share, a share split in the ratio of three new shares for one existing share was effected on May 10, The share price rose from at the end of 2005 to at year-end 2006 (+ 74%). L.J.J.M. (Lambert) van de Wiel (COO) 4

7 REPORT OF THE MANAGING BOARD/DEVELOPMENTS 2006: Record year for Macintosh Retail Group Record year for Macintosh Retail Group, with a rise in net profit from 32.9 million to 46.0 million (+ 40.0%). Acquisition of shoe discounter Scapino (216 stores) on February 1, Opening of 57 new stores and closure of 20 stores engaged in continuing operations (year-end 2006 total: 961). Consumer confidence on the rise. Increase in non-food retail spending in the Netherlands of 6.3%. Total turnover of Macintosh Retail Group up by 20.3% to million. Turnover on continuing operations up by 28.3% to million. Rise in operating result from 45.9 million to 67.1 million (+ 46.3%). Operating result of continuing operations increased by 65.4% from 39.1 million to 64.7 million. Net profit up 40.0% from 32.9 million to 46.0 million; earnings per share up from 1.50 to Cash dividend per share from 0.60 to 0.83 (+38.3%). ROCE of continuing operations from 24.6% to 22.3%. Cash flow up to 68.0 million (2005: 50.3 million). Sale of Piet Klerkx and Stoutenbeek furniture activities as at January 1, Favourable market developments Consumer confidence in the Netherlands showed a marked growth as from the last quarter of 2005 and - for the first time in years - the index was positive from June The upward trend in Belgium and France was more moderate than in the Netherlands in However, consumer confidence in these countries was already on a higher level in previous years. According to Statistics Netherlands (CBS), the non-food retail market in the Netherlands generated 6.3% higher turnover compared with 2005, mainly thanks to a 5.8% increase in the number of products sold. Based on information available, Belgium and France saw an increase in consumer spending of 3% and 4% respectively for the whole of Consumer confidence index JFMAMJJASONDJFMAMJJASONDJF The Netherlands Willingness to buy NL Belgium France Acquisition of Scapino and sale of furniture activities Early 2006, agreement was reached on the acquisition of shoe discounter Scapino as at February 1, Scapino operated 216 stores in the Netherlands (184), Belgium (25) and Germany (7 outlet stores) at the time. Scapino is a long-term profitable company with growth potential, which made a substantial contribution to earnings per share of Macintosh Retail Group in Scapino s discount stores and the Dolcis, Manfield, Invito and PRO sport formats, which serve the mid and upper segments of the shoe market, jointly form the largest shoe retailer in the Netherlands, with a market share of approximately 13% in value terms and approximately 17% in volume terms. From the acquisition date, and net of financing charges, Scapino s contribution to the net profit of Macintosh Retail Group for 2006 amounted to 9.0 million. The furniture activities of the Stoutenbeek/Pot store in Axel, were sold as at April 1, At the end of 2006, agreement was reached on the sale of the Piet Klerkx and Stoutenbeek furniture formats as at January 1, Stores and visitors In 2006, the number of stores engaged in continuing operations increased on balance by 253 to 961. This increase was due to the acquisition of Scapino and the opening of 57 new stores of which the most at BelCompany as well as the closure of 20 stores. The retail floor space of continuing operations increased by 170,000 m 2 to 524,300 m 2, thanks mainly to the acquisition of Scapino. As in previous years, Macintosh Retail Group again invested in the websites of store formats in 2006, resulting in an increase in the number of visits to the websites of more than 30% to 5

8 REPORT OF THE MANAGING BOARD/DEVELOPMENTS some 40 million. This increase has had a positive effect on turnover generated by the stores, thanks to the websites providing information and service to customers, as well as promoting products. Turnover Turnover on continuing operations (including Scapino in 2006, but excluding Piet Klerkx and Stoutenbeek in 2005 and 2006) of Macintosh Retail Group rose by 28.3%, from million to million, of which 24.8 percentage point was due to the acquisition of Scapino. Turnover on continuing operations was higher in all sectors, thanks partly to higher sales at existing stores and partly to expansion. The rise in turnover in the first half of 2006 was higher compared with the second half, bearing in mind, however, that 2005 had witnessed a poor first half and an exceptionally good second half year. Total turnover of Macintosh Retail Group went up 20.3% in 2006, from million to million. Of total turnover, 89% was generated in the Netherlands (2005: 86%) and 11% in Belgium/France (2005: 14%). Turnover on continuing operations in the Living sector rose by 2.0%, from million to million, due mainly to a good performance from Kwantum Netherlands. Turnover on continuing operations in the Fashion sector went up from million to million as a result of higher sales at Hoogenbosch and the additional million in turnover following the acquisition of Scapino on February 1, Turnover of the Automotive & Telecom sector rose by 3.5% to million, compared with million in 2005, thanks to increases at both BelCompany and Halfords. The furniture activities of Piet Klerkx and Stoutenbeek, which were sold as at January 1, 2007, generated turnover of 69.3 Turnover by sector x millions Living Fashion Turnover total / Turnover The Netherlands x millions Automotive & Telecom Total Total The Netherlands million in 2006, a drop of 7.9 million on 2005, owing mainly to the sale of the Stoutenbeek/Pot store in Axel on April 1, Turnover by sector was as follows: (in millions) Total year First half Second half % +/ % +/ % +/- Living Fashion Automotive & Telecom Continuing operations Operations to be discontinued Total Excluding furniture companies Piet Klerkx and Stoutenbeek in 2006 and : including Scapino (11 months); 2005: excluding Superconfex. 3 Furniture companies Piet Klerkx and Stoutenbeek in 2006 and 2005, and Superconfex in

9 REPORT OF THE MANAGING BOARD/DEVELOPMENTS Total operating result x millions % The total operating result rose sharply by 46.3% to 67.1 million (2005: 45.9 million) Total operating result As a % of turnover Gross margin, expenses and operating result The percentual gross margin on continuing operations was up 0.6 percentage points to 42.0%, thanks mainly to the finetuning of the promotional and product range policies. At 42.1%, the total percentual gross margin was slightly up on 2005 (42.0%). Costs as a percentage of turnover on continuing operations were lower at 35.0% compared with 2005 (35.9%), due to strict cost savings at existing operations, as well as the acquisition of Scapino with its relatively low cost level. Total costs as a percentage of turnover were 35.3%, compared with 37.5% in Both selling expenses and general administrative expenses as a percentage of turnover were lower than in The operating result on continuing operations rose by 65.4%, from 39.1 million to 64.7 million, thanks mainly to Scapino s operating result being added, but also to a strong increase at existing operations, particularly at Kwantum Netherlands, Hoogenbosch and Halfords. The operating result on continuing operations as a percentage of turnover (EBIT margin) was 7.1% (2005: 5,5%) Cash flow, capital expenditure, ROCE and EBITDA Capital expenditure on intangible assets and property, plant and equipment amounted to 70.4 million in 2006 (2005: 22.6 million). Of this increase, 47.5 million was of a temporary nature as a consequence of the repurchase of the real estate of the furniture activities in connection with the sale of Piet Klerkx and Stoutenbeek as at January 1, Excluding the repurchase, capital expenditure amounted to 22.9 million (2005: 22.6 million) of which 17.4 million was invested in the opening of new stores and the maintenance of existing stores and 4.9 million was invested in logistics and information systems. Total cash flow (net profit plus depreciation) was 68.0 million in 2006, compared with 50.3 million in The cash flow on continuing operations amounted to 62.7 million in 2006 (2005: 44.1 million). The average net capital employed rose from million to million, due mainly to the acquisition of Scapino and the related goodwill and trade name being capitalised as a result (total amount: million). Despite the sharp increase in the operating result, the return on net capital employed (ROCE) on continuing operations fell from 24.6% to 22.3% as a result. Given the current interest rates, ROCE is well above the minimum requirements set by providers of loan and equity, thus adding value for shareholders. Total EBITDA (operating result plus depreciation) rose from 63.3 million to 89.1 million. EBITDA on continuing operations went up from 55.1 million to 85.2 million. Operating results by sector were as follows: (in millions) Total year First half Second half 2006 % 2005 % 2006 % 2005 % 2006 % 2005 % turnover turnover turnover turnover turnover turnover Living Fashion Automotive & Telecom Other Continuing operations Operations to be disontinued Total as well as 2005 excluding the furniture companies Piet Klerkx and Stoutenbeek including Scapino (11 months); 2005 excluding Superconfex. 3 The item Other represents all corporate expenses not directly attributable to sectors. 4 Furniture companies Piet Klerkx and Stoutenbeek in 2006 and 2005, and Superconfex in

10 REPORT OF THE MANAGING BOARD/DEVELOPMENTS Cash flow (in millions) Continuing Continuing Total operations Total operations Net profit Depreciation Cash flow EBITDA Capital expenditure (in millions) Continuing Continuing Total operations Total operations Renovating and fitting out new stores Refitting/maintenance of existing stores Logistics and information systems Other Repurchase of real estate of furniture activities 47.5 n.a. n.a. n.a. Total Cash flow and capital expenditure x millions Cash flow Capital expenditure 1 Excluding the repurchase of real estate of furniture companies. Net profit and total dividend x millions Net profit Total dividend 1 From ordinary activities 2006 Net profit Net finance costs rose by 4.6 million to 6.8 million, owing to the financing of the acquisition of Scapino. At 23.8%, the average effective tax burden was even lower than in 2005 (24.7%), when a one-off tax credit was recorded. The low tax burden in 2006 was mainly thanks to the lower corporate income tax rate in the Netherlands (29.6%, compared with 31.5% in 2005) and a non-recurring release of deferred tax liabilities following a further reduction in the tax rate to 25.5% as at January 1, Dividend With the approval of the Supervisory Board, the Managing Board has decided to add 27.5 million of the net profit of 46.0 million to reserves. It will be proposed to shareholders to distribute a cash dividend of 0.83 per share for 2006 (2005: 0.60). This represents a pay-out of 40.2% (2005: 40.7%). The dividend yield on Macintosh Retail Group NV shares is 2.6%, 5.8% and 3.3%, respectively, of the highest, lowest and year-end prices in Total net profit amounted to 46.0 million, a 40.0% increase on 2005 ( 32.9 million). Earnings per share increased from 1.50 to Net profit on continuing operations went up from 28.2 million to 42.2 million. Net Debt/EBITDA and Interest Coverage In 2006, the company took out a new committed credit facility of 210 million, with a remaining term of four years at this moment, to finance the acquisition of Scapino and refinance

11 REPORT OF THE MANAGING BOARD/DEVELOPMENTS the existing facilities. In connection with the sale of the furniture activities on January 1, 2007, the real estate of these companies, which had been financed by operating leases, was purchased. This purchase was financed under the terms of the new credit lines. As a result, interest-bearing debt rose by million to million at year-end Of this amount, 47.5 million was of a temporary nature relating to the aforementioned purchase of the real estate of the sold furniture activities. Net Debt/EBITDA (excluding the temporary financing of 47.5 million) was 1.1 at year-end 2006 (2005: below 0), well below the maximum ratio of 3 set by the lending banks. Interest Coverage ratio was 10.0 as against 16.9 in 2005 where the lending banks set a minimum requirement of 3. Shareholders equity x millions Shareholders equity As a % of balance sheet total % Group balance sheet The balance sheet total at December 31, 2006 amounted to million (2005: million). The increase was mainly due to the acquisition of Scapino and the related goodwill ( 96.9 million) and trade name ( 8.8 million) being capitalised, as well as to the purchase of the real estate of the furniture companies ( 47.5 million) related to their sale. Shareholders equity increased by 29.5 million to million, representing 36.4% of the balance sheet total (2005: million or 51.9%). The acquisition of Scapino and the temporary financing of the real estate purchased by the furniture activities were the main causes of the rise in interest-bearing debt from 7.3 million at year-end 2005 to million at year-end Cash flow statement Cash flow from operating activities The increase in cash flow from business operations of 25.0 million is chiefly due to the rise in profit. Cash flow from investing activities The net cash outflow used in investing activities of continuing operations was million higher than last year, due entirely to the acquisition of Scapino. The net cash outflow used in investing activities on operations to be discontinued of 46.7 million for 2006 related almost in full to the furniture activities purchase of real estate. Cash flow from financing activities The company recorded a net cash inflow from financing activities of continuing operations of 69.7 million in This amount related mainly to the positive balance ( 94.3 million) of loans taken out (mainly to finance the acquisition of Scapino) and repayments, as well as to dividend payments ( million), repurchasing own shares (- 7.4 million) and interest paid (- 5.1 million). The cash inflow from financing activities of operations to be discontinued of 48.6 million mainly related to a loan of 47.5 million for the temporary financing of the purchase of real estate by the furniture activities. Changes in cash flows were as follows: Cash flow statement (in millions) Net cash and cash equivalents at January Net cash flow from/(used in) of continuing operations: - Operating activities Investing activities Financing activities Total cash flow from operations to be discontinued Change in cash and cash equivalents Net cash and cash equivalents at December

12 REPORT OF THE MANAGING BOARD/DEVELOPMENTS Increase of 7.7% in retail spending in Dutch home furnishing sector according to Statistics Netherlands (CBS) and 4.4% according to Dutch Central Bureau for Home Decoration (CBW). Total turnover of Kwantum and GP Décors up 2.0% from million to million, despite number of stores being down on balance by 8. Strong rise in operating result on continuing operations from 11.6 million to 15.3 million (+ 31.4%). ROCE on continuing operations up from 14.7% to 19.9%. Decrease in turnover of Piet Klerkx and Stoutenbeek from 77.2 million to 69.3 million, mainly owing to sale of Stoutenbeek/Pot store in Axel as at April 1, Agreement on sale of Piet Klerkx and Stoutenbeek as at January 1, Living Living sector financial Turnover on continuing operations in the Living sector rose by 2.0%, from million to thanks to increases at both Kwantum and GP Décors in France. The operating result on continuing operations of the Living sector rose strongly from 11.6 million in 2005 to 15.3 million in 2006 (+ 31.4%), thanks to an excellent performance from Kwantum Netherlands. ROCE for the Living sector (excluding Piet Klerkx and Stoutenbeek) rose from 14.7% to 19.9%, mainly due to a higher operating result. Turnover on the furniture activities of the Klerkx Groep and Stoutenbeek, which were sold on January 1, 2007, amounted to 69.3 million in 2006 (2005: 77.2 million). 10

13 REPORT OF THE MANAGING BOARD/DEVELOPMENTS Kwantum Kwantum is the largest and most fairly priced discounter providing furnishing and decoration products for in and around the house in the Benelux. Kwantum s products and services are accessible to all consumers who require up-to-dateness and are not prepared to compromise on price and quality. Kwantum succeeds in doing so with its keen cost structure and very strong international purchasing position. In addition to providing a standard product range, Kwantum has one-off special offers and products matching regular theming, thus making home trends available to the widest possible public. In addition, remake services, as well as delivery and furnishing services are an integral part of the product range. Kwantum has been market leader in curtains, net curtains and wallpaper for many years. In addition, it is one of the top three retailers for carpet and vinyl floor coverings, carpets, lighting, household textiles and home decoration materials, and has a strong share of the market for laminate, cash-and-carry furniture, garden furniture, paint and blinds. These products are sold in the 98 stores in the Netherlands and Flanders, all of them inviting self-service stores with floor space of 1,900 m 2 to 2,500 m 2 in the Netherlands and 800 m 2 to 1,650 m 2 in Flanders with dominant positions in shopping centres on the outskirts of towns. All articles can also be viewed on Kwantum s websites and ordered on the website of Kwantum Netherlands. This latter option is increasingly being used. Kwantum s more than 1,750 employees do everything in their power to continue satisfying the millions of visitors each year. Kwantum in 2006 In 2006, the Dutch home furnishing market reported growth for the first time in years, even though CBS and CBW do not see eye to eye in this matter. According to CBS, retail trading sales in the Dutch market for home furnishing as a whole rose by 7.7% in 2006, whereas CBW indicates a 4.4% increase. Turnover of home department stores was up 5.3% according to CBW. Turnover of Kwantum Netherlands was higher in 2006, thanks to a rise in turnover at comparable stores and despite a fall in the number of stores by 2. Kwantum mainly concentrated on selling home decoration products generating a higher gross margin, instead of on non-branch related products which generate turnover but generally have a lower gross margin. As a result, Kwantum s principal anchor groups all gained market share. Turnover of Kwantum Belgium declined owing to the closure of 6 stores in Wallonia. The gross margin as a percentage of turnover was higher as a result of the fine-tuning of the promotional and product range policies, as well as a lower share of non-branch related products. Total expenses, including closure costs of the stores in Wallonia, fell, resulting in a substantial drop in costs as a percentage of turnover. As a result, Kwantum s operating result was substantially higher than in Owing to the delay in the completion of a number of projects, Kwantum opened only 1 new store, while closing 3 in 2006, bringing the total to 89. Two stores were relocated. Total retail floor space decreased from 210,900 m 2 to 207,100 m 2. The total number of stores in Belgium decreased by 6 to 9, with total retail floor space of 9,300 m 2. In 2006, Kwantum Netherlands and Belgium s websites were entirely restyled to make them even more user friendly. The number of visits to the websites rose substantially, with 11

14 REPORT OF THE MANAGING BOARD/DEVELOPMENTS on-line sales increasing sharply, sales still being modest in absolute terms, however. Research shows that an increasing percentage of visitors to our physical stores first visited the Kwantum website and spend more in the stores than other customers. The fact that Kwantum communicates its brochures and other advertising via marketing also has a favourable effect on this process. The future of Kwantum Kwantum expects to increase the number of stores in the Netherlands by at least 10, bringing the total to 100. Approximately 5 stores will be opened in Kwantum Belgium will close the remaining two stores in Wallonia in The Managing Board is convinced that Kwantum should be able to be profitable in the Dutch-speaking region of Belgium, based on a retail format used in the Netherlands, and using the knowledge and purchasing and other facilities of Kwantum Netherlands, which now controls all branches in Belgium. The aim is to open some 15 new stores in Flanders in the medium to long term, with 3 expected to be opened in GP Décors in 2006 Early 2006, it was decided to slow down the intended expansion of GP Décors and improve the quality of the existing retail network by closing stores whose contribution to turnover was insufficient. Five stores were closed as a result. Three new stores were opened, bringing the total number of stores of GP Décors to 52. Turnover of GP Décors in 2006 grew marginally as a result of higher turnover by comparable stores. The rise was due primarily to a revised communication 12 GP Décors GP Décors offers its French customers an extensive and profitably priced range of wallpaper, paint, floor covering, fabrics, as well as furniture, lighting and home accessories. GP Décors provides customised services and the consumer can choose from samples of collections from leading suppliers in addition to the range available in the shop. Customers are advised by expert and professional staff. Delivery and placement as well as furnishing form part of the service. GP Décors has a distinctive position in the French home furnishing market as comprehensive supplier. The stores have a retail floor space of between 850 m 2 and 1,200 m 2 and are located preferably in the vicinity of hypermarkets on the outskirts of small and medium-sized towns in the north and west of France. The stores are managed by independent entrepreneurs (concessionaires) or store managers employed by the organisation. GP Décors has some 150 employees. strategy including, among other things, a higher advertising frequency. Owing partly to a provision for surplus and obsolete inventories being formed, GP Décors operating result decreased and remained negative. The future of GP Décors A detailed customer survey at the end of 2006 revealed that a retail format such as GP Décors can be viable in France, provided that the positioning of the formula focuses more on consumers feelings about home decoration, and a clearer distinction is made between the GP Décors format and a DIY store. Based on the results of the survey, an existing store was converted to a new format. If the pilot proves successful, this offers opportunities to refit other stores. In the medium to

15 REPORT OF THE MANAGING BOARD/DEVELOPMENTS long term, the number of stores could be increased to achieve the required scale of operations which is necessary to ensure that GP Décors will be profitable in the French home decoration market. It is expected that some 60 to 70 stores will be required to achieve that goal. In 2007, attention will be focused primarily on increasing sales and reducing inventories of existing stores. A number of stores with insufficient future potential will be closed. Stoutenbeek had 5 stores, with total retail floor space of 19,600 m 2, employing 71 people. Following the sale of the Stoutenbeek/Pot store in Axel, agreement was reached at the end of 2006 on the sale of Furniture Holding BV (holding company of Piet Klerkx and Stoutenbeek) as at January 1, The sale of the furniture activities fits Macintosh Retail Group s strategy of concentrating on home decoration in the Living sector in the future. The gain on the sale of the furniture activities will have a Turnover, operating result and ROCE on continuing operations 1 (in millions) 2006 As a % of turnover 2005 As a % of turnover 1 Excluding furniture activities Turnover Operating result ROCE as a % Store information Retail chain Kwantum GP Décors Living Countries NL B F Total Number of stores - December 31, December 31, Retail floor space (m 2 ) - December 31, ,100 9,300 47, ,000 - December 31, ,900 15,700 50, ,600 Living Furniture activities in 2006 The furniture market in which the Klerkx Group (Piet Klerkx Meubelwereld, Woonexpress and Zitwereld) and Stoutenbeek operate showed a rise in spending in 2006 (4.1% according to CBW). Turnover of home department stores was up 5.3% according to CBW. In 2006, turnover of the furniture activities fell from 77.2 million to 69.3 million, mainly owing to the sale of the Stoutenbeek/Pot store in Axel (with annual turnover of some 7 million) on April 1, Despite lower turnover, the operating result of the furniture activities rose, thanks mainly to the favourable effect, on balance, of a number of nonrecurring items that partly related to the sale of these activities. At year-end 2006, Piet Klerkx operated 7 stores with 381 employees and total retail floor space of 56,600 m 2. non-recurring positive effect of more than 7 million on net profit for

16 REPORT OF THE MANAGING BOARD/DEVELOPMENTS Retail spending in shoe market in the Netherlands down 3.1% (according to the GfK Panel Services) and up 7.7% (according to CBS). Acquisition of shoe discounter Scapino as at February 1, Turnover of Hoogenbosch, Scapino and Nea International ( continuing operations ) up million to million, of which million attributable to the acquisition of Scapino. Increase in operating result on continuing operations from 12.6 million to 35.7 million, mainly thanks to the acquisition of Scapino and a considerable rise at Hoogenbosch. ROCE from 54.9% to 22.7%. Number of stores of continuing operations up 226 to Fashion Fashion sector financial Turnover from continuing operations in the Fashion sector rose by million to million (2005: million). This increase was due mainly to the additional turnover of million following the acquisition of Scapino on February 1, 2006 and higher turnover at Hoogenbosch. The operating result on continuing operations in the Fashion sector grew from 12.6 million to 35.7 million, chiefly thanks to the acquisition of Scapino and a considerable increase at Hoogenbosch. ROCE on continuing operations in the Fashion sector was 22.7%, compared with 54.9% in 2005, this fall being attributable mainly to the goodwill paid in relation to the acquisition of Scapino. 14

17 REPORT OF THE MANAGING BOARD/DEVELOPMENTS Hoogenbosch Hoogenbosch focuses on the Dutch shoe market with its formats Dolcis, Manfield, Invito and PRO sport. Following the acquisition by Macintosh Retail Group in 1997, Hoogenbosch, first established in 1909, has grown into one of the largest shoe retailers in the Netherlands, operating 225 stores at A1 locations and employing some 2,060 people. With 96 stores having 150 m 2 average floor space, Dolcis is Hoogenbosch s largest shoe format. Dolcis offers a wide range of shoes for men, women and children under the motto of always fun and at competitive prices. Dolcis high-quality shoes allow consumers to dress fashionably for the occasion time and again. Manfield offers a collection of fashionable and elegant footwear characterised by high quality and comfort at an attractive price to highly demanding men and women who value appearance. Manfield operates 63 stores with some 120 m 2 floor space each. With its collection of hip, trendy and lavish shoes, bags and accessories, Invito focuses primarily on people with a mind of their own. Invito has 39 stores with some 100 m 2 floor space, which perfectly match the range of distinctive products. PRO sport is among the leading stores offering sneakers and fashionable sports shoes. PRO sport focuses primarily on customers who like to express themselves and value freedom. PRO sport operates 27 stores with average floor space of some 80 m 2. Hoogenbosch in 2006 According to GfK, the shoe market in the Netherlands recorded a 3.1% decrease in 2006 as a whole, after a 0.8% fall in the first half of the year. According to the CBS, however, the market rose by 7.7%. Market developments were affected by disappointing winter sales at the end of 2006, due to mild weather. Turnover of Hoogenbosch, with its Dolcis, Manfield, Invito and PRO sport shoe stores, was up on 2005, which had been an excellent year, mainly thanks to higher turnover by comparable stores, as well as an increase in the number of stores by 4. Hoogenbosch achieved higher turnover while maintaining a high percentual gross margin and reducing absolute costs, resulting in a considerable rise in operating result. Turnover of Dolcis rose compared with 2005, mainly as a result of organic growth. Dolcis opened 2 new stores at the end of 2006, bringing the total to 96. Manfield s turnover was higher due to organic growth and the opening of 1 store, bringing the total to 63. Invito likewise achieved higher turnover in 2006, thanks to a rise in sales at existing stores and the opening of 1 new store, bringing the total to 39. PRO sport s turnover was considerably higher in 2006 as a result of turnover growth at existing stores. The number of PRO sport stores remained unchanged at 27. The future of Hoogenbosch For Hoogenbosch, expectations are that the favourable fashion trend of expensive boots for women will play a more modest role in 2007, which can only be compensated by the sale of higher quantities. Over the next few years, the Hoogenbosch shoe formats will focus on turnover growth by enhancing the distinctive characteristics of the existing store formats. In due course, the number of stores will be expanded by 15 to 20, approximately 10 of which in Furthermore, the intention is to increase sourcing in the Far East through Macintosh Hong Kong. 15

18 REPORT OF THE MANAGING BOARD/DEVELOPMENTS Scapino With 189 self-service stores, Scapino is the leading contemporary shoe discounter in the Netherlands for the whole family, offering a product range that, in addition to shoes, consists of clothing and sports and leisure products (total approximately 35%). Scapino offers surprisingly attractively priced, up-to-date and quality products. The Scapino stores are mainly situated at A2 and B1 locations in town centres, with average retail floor space of 800 m 2. Scapino operates 27 stores on the outskirts of towns in Belgium and 6 outlet stores in Germany. Scapino employs more than 3,000 staff. Its stores have a contemporary layout, providing a fresh image. The product range is well laid out, with shoes being displayed by size, and special-price items occupying dominant positions in the stores. The customer is key to everything Scapino s employees believe in and do. These employees are being trained in accordance with a Klanthousiast (enthusiastic customer) concept setting out Scapino s core values. Customers consider Scapino to sell high-quality shoes at very attractive prices. This explains Scapino s slogan: Scapino. Worth the walk! month of January - which is usually not profitable for shoe retailers due to the clearance sale - has not been included in the 2006 consolidation. In 2006, Scapino opened 5 new stores in the Netherlands and 2 in Belgium. It also closed 1 store in Germany, bringing the total number of stores to 222, compared with 216 per the date of the acquisition. In 2006, Scapino converted 8 stores into the renewed format, bringing the total number of redesigned stores to 56. Scapino s webshop was successful, generating a 16 Scapino in 2006 Shoe discounter Scapino was acquired as at February 1, The shareholders of Macintosh Retail Group unanimously approved the acquisition. Scapino has been a consistently profitable company for many years. In the eleven months starting February 1, 2006, Scapino achieved turnover of million. Scapino s sales were higher than in the same period of 2005, due to growth at comparable stores, thanks in part to successful investments in further strengthening the store format, as well as to the net increase in the number of stores by 6. Its performance in the last two months of the first half of 2006 was particularly excellent. However, disappointing sales were recorded in November and December 2006, due to mild weather. Scapino s operating result in the period from its acquisition to December 31, 2006 (11 months) also exceeded that of the same period in 2005, mainly due to a higher percentual gross margin and lower costs as a percentage of turnover. The substantial rise in the number of visits. The future of Scapino In 2007, Scapino will continue to invest in converting approximately 12 stores into the proven successful renewed format. In addition, the purchasing activities through Macintosh Hong Kong will be expanded further. Scapino expects to open some 10 new stores in the Netherlands in the next 3 years, some of which will replace existing stores. In that period, some 15 stores will be opened in Belgium, approximately 5 of which in In 2007, 3 stores will be closed in Germany. Nea International in 2006 Nea develops and manufactures medical and sports braces aimed at preventing and treating sports injuries and injured

19 REPORT OF THE MANAGING BOARD/DEVELOPMENTS limbs respectively. Nea s braces are leading in their markets. Nea has built up a strong position in a number of European countries in which it sells the braces under distribution agreements concluded with third parties. Following the increase in turnover in 2005, Nea International achieved higher sales once again in However, Nea International s share of total turnover of the Fashion sector is modest. The operating result was up again in Turnover, operating result and ROCE on continuing operations 1 (in millions) 2006 As a % of turnover 2005 As a % of turnover Turnover Operating result ROCE as a % Including Scapino in 2006, excluding Superconfex in 2005 and including Nea International in 2006 and Store information Retail chain Dolcis Invito Manfield PRO sport Scapino Fashion Countries NL NL NL NL NL B G Total Number of stores - December 31, December 31, Retail floor space (m 2 ) - December 31, ,400 3,300 6,900 1, ,900 21,600 4, ,400 - December 31, ,000 3,200 6,900 1, ,500 20,000 5, ,700 2 Scapino: February 1, 2006 Fashion 17

20 REPORT OF THE MANAGING BOARD/DEVELOPMENTS Dutch telecom market has become mature but remains a major replacement market. Fall in number of telephones sold of nearly 7%. Number of navigation systems sold up again (+ 72% in value terms). Turnover for sector up 10.7 million to million. Operating result: 20.1 million (2005: 20.3 million). ROCE: 32.6% (2005: 34.1%). Number of BelCompany stores up by 34 to 212; number of Halfords stores up by 3 to Automotive & Telecom Automotive & Telecom sector financial Turnover of the Automotive & Telecom sector rose by 10.7 million to million (2005: million). This increase was due to higher turnover at BelCompany as well as Halfords. The operating result for this sector in 2006 was 20.1 million, compared with 20.3 million in This was due, on balance, to a rise at Halfords and a fall at BelCompany Belgium. ROCE in this sector was down from 34.1% to 32.6%. BelCompany BelCompany is the largest retailer of mobile communications in the Netherlands and occupies second place as independent supplier in Belgium. At BelCompany, customers can obtain a wide product range, including all brands of mobile telephones, accessories, subscriptions, prepaid products, data products, prepaid telephone cards and internet services, such as ADSL and VoIP. BelCompany serves its customers independently of network operators and hardware suppliers. BelCompany s approximately 1,050 employees are trained and retrained at the own BelCompany School. As a result, BelCompany has specialised staff providing expert advice to customers. 18