AGENDA. 5. Corporate Governance. a. Corporate Governance Code b. Remuneration policy and remuneration report 2009 / 2010.

Transcription

1 AGENDA Of the General Meeting of Shareholders of Macintosh Retail Group NV, to be held on Tuesday, April 27, 2010 at 2 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 2009 financial year. b. Report of the Supervisory Board on the supervision exercised over the Managing Board s policy in a. Discussion and adoption of the 2009 Financial Statements (resolution). b. Dividend (resolution). c. Discharge from liability of the Managing Board (resolution). d. Discharge from liability of the Supervisory Board (resolution). 4. Supervisory Board vacancy. a. New profile. b. Vacancy: time and cause. c. Profile used to fill vacancy. d. Opportunity for General Meeting of Shareholders to make a recommendation (resolution). e. Notification of Supervisory Board s nomination subject to the suspensive condition that no other person is nominated for appointment. f. Proposal to appoint the person nominated subject to the suspensive condition that no other person is nominated for appointment (resolution). 5. Corporate Governance. a. Corporate Governance Code b. Remuneration policy and remuneration report 2009 / a. Renewal of the authority of the Managing Board to issue ordinary shares (resolution). b. Renewal of the authority of the Managing Board to limit or exclude pre-emption rights of shareholders upon the issue of ordinary shares (resolution). 7. Authorisation of the Managing Board, subject to the approval of the Supervisory Board, to acquire shares in the company s own capital (resolution). 8. Announcements, any other business and closing of the meeting.

2 NOTES TO THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS OF MACINTOSH RETAIL GROUP NV, TO BE HELD ON APRIL 27, 2010 The items 3, 4d and f, 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. Notes to item 2 on the agenda The Report of the Managing Board for 2009 was drawn up by the Managing Board on March 9, 2010 and was discussed with the Supervisory Board on the same date. This report and the Report of the Supervisory Board are included on pages 28 to 63 and pages 64 to 77, respectively, of the Annual Report. Shareholders will be given the opportunity during the meeting to ask questions concerning both reports. Notes to item 3a on the agenda (resolution) The 2009 Financial Statements were drawn up by the Managing Board on March 9, Following discussions with the Audit Committee in the presence of Ernst & Young Accountants, the Financial Statements were submitted to the Supervisory Board and discussed extensively. The 2009 Financial Statements have been audited by Ernst & Young Accountants, who issued an unqualified auditors report on them. The 2009 Financial Statements were co-signed by the Supervisory Board on March 9, 2010 pursuant to section 101 (2) of Book 2 of the Dutch Civil Code. Preparation of the 2009 Financial Statements is the responsibility of the Managing Board, with the Supervisory Board exercising supervision thereof. The 2009 Financial Statements are included on pages 111 to 171 of the Annual Report. The company s accountant will join today s meeting. It is proposed that the shareholders adopt the 2009 Financial Statements. Notes to item 3b on the agenda (resolution) 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 discussed with the General Meeting of Shareholders on April 21, With the approval of the Supervisory Board, the Managing Board has decided to add a rounded amount of 18.5 million of the net profit of 31.4 million to reserves. Shareholders will be entitled to the remainder of the net profit of 12.9 million (rounded). It is proposed that this be distributed to shareholders, representing a dividend of 0.55 (2008: 0.55) per ordinary share of 0.40 nominal value.

3 It is proposed to shareholders to distribute the dividend in cash or, at the choice of the individual shareholder, in the form of ordinary shares charged to the share premium account or the freely distributable reserves. It is proposed to shareholders to authorize the Managing Board to issue as much ordinary shares as necessary as to distribute the dividend in shares, charged to the reserves, in accordance with Article 34 (1) of the Articles of Association of Macintosh Retail Group NV. It is also proposed to authorize the Managing Board to determine the conversion rate between cash and stock dividends. The number of ordinary shares giving entitlement to one new ordinary share will be determined such that the dividend payable in ordinary shares will be some 2% higher than the cash dividend. The value of the dividend in shares will be based on the weighted average share price for the three trading days (May 19, 20 and 21) following the consideration period. If no choice is made, the dividend will be distributed in the form of ordinary shares, with the settlement of any remaining fraction in cash. Macintosh Retail Group NV will have the option of charging the distribution in the form of ordinary shares to shareholders registered as actually holding 5% or more of the shares at May 3, 2010 (record date) to the freely distributable reserves, unless such shareholders notify the company in writing of their wish to receive the dividend charged to the share premium account before May 18, p.m (end of the consideration period). The part of the net profit distributed in shares to shareholders effectively holding less than 5% of the shares will be charged to the tax-exempt share premium account. No trading in stock dividend rights will be conducted. Shares issued for stock dividend purposes will be listed without a prospectus being issued in accordance with Section 5:4 (e) of the Financial Supervision Act. The part of the net profit not having to be distributed in cash due to the shareholders choice for shares will be deducted from the amount of 12.9 million available to the shareholders and added to reserves. Timetable: April 29, 2010: Ex-dividend date May 3, 2010: Record date May 4, 2010: Start consideration period May 18, 2010: End consideration period (3 p.m.) May 21, 2010: Publication conversion rate May 25, 2010: Payment cash dividend / share delivery Notes to item 3c on the agenda (resolution) 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 fulfillment of its tasks in 2009, in so far as this is evidenced by the Financial Statements 2009 and/or the Report of the Managing Board for The scope of the discharge granted is limited by law. Notes to item 3d on the agenda (resolution) 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 2009, and the fulfillment of any other tasks, in so far as

4 this is evidenced by the Financial Statements 2009 and/or the Report of the Supervisory Board for The scope of the discharge granted is limited by law. Notes to item 4a on the agenda The profile of the Supervisory Board has been renewed on December 8, 2009, also taking into account the new Corporate Governance Code. This profile is the basis for decision making with regard to future vacancies in the Supervisory Board. The profile can be found on the website (in Dutch) and in the documentation for this meeting. Notes to item 4b on the agenda According to the retirement schedule, Mr A. Nühn is due to retire as Supervisory Board member on April 27, Mr Nühn is available for reappointment. Notes to item 4c on the agenda Besides the items mentioned in the profile, a candidate for appointment to the Supervisory Board is expected to match the following criteria: a. Experience as board member, preferably with an international company; b. Experienced in the marketing of consumer products; c. Knowledge of corporate social responsibility and social expertise and commitment; d. Independent according to the Corporate Governance Code. Notes to item 4d on the agenda (resolution) 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. Notes to item 4e on the agenda Also based 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 A. Nühn for reappointment for a final term of four years, with effect from April 27, 2010, 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 4c. Another important factor in the decision making was Mr Nühn s excellent way of operating as member and chair of the Supervisory Board in the past 8 years. Mr Nühn was CEO at Sara Lee International and is at present company adviser. The Central Works Council has stated that it recommends Mr Nühn for reappointment. The personal details of Mr Nühn referred to in Section 142 (3) of Book 2 of the Dutch Civil Code are set out below: Age: 56. Nationality: Dutch. Position: Company adviser. Memberships of other Supervisory Boards: - Alpinvest Partners NV - Anglovaal Industries Ltd

5 - Heiploeg BV - Leaf international BV - Plukon Royale BV - Sligro Food Group NV Mr Nühn owns no shares and/or option rights to shares in Macintosh Retail Group NV. Notes to item 4f on the agenda (resolution) 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 to the Supervisory Board for a term of four years, commencing immediately at the end of the General Meeting of Shareholders. Following the reappointment, the new retirement schedule will be as follows: 2011: Mr W. Dekker; 2012: Mr C.H. van Dalen; 2013: Mr J.E. Lagerweij; 2014: Mr A. Nühn. Notes to item 5a on the agenda The Supervisory Board and the Managing Board subscribe to the great majority of the principles and provisions of the Corporate Governance Code of December 10, With respect to five provisions of the Code Macintosh Retail Group has opted for a different approach. The way in which Macintosh Retail Group observes the Code is described on pages 52 and 53 as well as pages 86 to 101 of the Annual Report. As a reaction to the new Code, the Supervisory Board has adopted new Regulations for the Supervisory Board, the Audit Committee, the Remuneration & Appointment Committee and the Managing Board. These Regulations can be found (in Dutch) on the corporate website Notes to item 5b on the agenda The current remuneration policy with regard to the Managing Board was adopted at the General Meeting of Shareholders in 2004, with the share option policy being approved at that same meeting. Related to the appointment of two board members in 2007, HayGroup evaluated in 2006 the several components of the remuneration of the Managing Board. Also based on this evaluation, the Remuneration & Appointment Committee advised the Supervisory Board on the fixed and variable remuneration of the Managing Board in 2007, 2008 and In early 2010, HayGroup was engaged to examine whether the fixed salaries of the members of the Managing Board were still in line with the positions defined in 2006, given the change in Macintosh Retail Group s operations since then. The remuneration and share option policy was discussed in great detail during the meetings of the Remuneration & Appointment Committee and the full Supervisory Board in December In the opinion of the Remuneration & Appointment Committee and the Supervisory Board, the current policy is simple and transparent, promoting the interests of Macintosh Retail Group in the medium and long terms, and not encouraging Managing Board members to act in their own interests or take risks that are not in keeping with the adopted strategy.

6 The Supervisory Board therefore believes that the current policy is in line with the principles underlying the Code, even though Macintosh Retail Group has opted for a different approach to a number of provisions. It has nevertheless been decided to re-examine, in 2010, the potential benefits of adopting a new remuneration and share option policy, taking into account any developments at other listed companies following the implementation of the new Code. HayGroup has been engaged to review the remuneration and share option policy in terms of compliance with the new Code, focusing on both fixed and variable remuneration components. If there are grounds for deviating from the ruling policy, this will be discussed with shareholders during the General Meeting of Shareholders to be held in With regard to the outcome of the remuneration policy in 2009 and 2010, reference is made to the Remuneration report 2009 / 2010 (in Dutch), which is with the documentation for this meeting. Notes to item 6a on the agenda (resolution) Pursuant to Article 7 of the Articles of Association, the Managing Board can be authorized to issue shares and grant option rights to acquire shares. Such a decision needs to be submitted to the Supervisory Board for approval. Article 7 of the Articles of Association stipulates that the period during which this authority is valid is determined by resolution of the General Meeting of Shareholders, on the understanding that such a period does not exceed five years. The extent of such authority is also determined by the General Meeting of Shareholders. On April 28, 2009, the General Meeting of Shareholders renewed the designation of the Managing Board as the competent body to issue ordinary shares to an amount equal to 10% of capital issued until October 28, It is proposed to renew the Managing Board s designation as the competent body to issue ordinary shares, including the granting of option rights to acquire ordinary shares, as provided for in Article 7 of the Articles of Association, to an amount equal to 10% of capital issued, by 18 months from the date of this Annual General Meeting of Shareholders. This authority enables the Managing Board to ensure flexibility in the financing of the company by raising new capital. The issue of ordinary shares may also serve to accelerate acquisitions. This amount of ordinary shares does not include the ordinary shares issued pursuant to the resolution of the General Meeting of Shareholders to distribute a stock dividend following the proposal to declare a dividend as referred to in item 3b of the Agenda. Notes to item 6b on the agenda (resolution) The authority of the Managing Board referred to in this item of the agenda is related to the authority referred to in item 6a of the agenda. On April 28, 2009, the General Meeting of Shareholders renewed the designation of the Managing Board as the competent body to limit or exclude shareholders pre-emption rights upon the issue of ordinary shares to an amount equal to 10% of capital issued until October 28, 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 designation as the competent body to limit or exclude shareholders pre-emption rights upon the issue of ordinary shares, including granting option rights to acquire ordinary shares, as provided for in Article 8 of the Articles of Association, by 18 months from the date of this Annual General Meeting of Shareholders. This authority is limited to the number of ordinary shares which can be issued pursuant to a decision of the Managing Board.

7 Notes to item 7 on the agenda (resolution) Pursuant to Article 10 of the Articles of Association, the company may acquire shares in its own capital by virtue of a decision of the Managing Board, subject to the prior approval of the Supervisory Board, provided it has been authorized to do so by the General Meeting of Shareholders in accordance with Section 98 of Book 2 of the Dutch Civil Code. On April 28, 2009, the General Meeting of Shareholders granted this authority to the Managing Board for a period of 18 months. It is proposed to authorize the Managing Board, subject to the approval of the Supervisory Board, for a period of 18 months starting on the day of this Annual General Meeting of Shareholders, to acquire shares in its own capital, either privately or on the stock exchange, to a maximum of 10% of capital issued at a price at least equal to the nominal value and not exceeding the stock exchange price plus 10%. The stock exchange price is understood to mean the average closing price for the five trading days prior to the date of acquisition. Maastricht, the Netherlands April 9, 2010 Supervisory Board / Management Board Should different interpretations arise between the Dutch and the English language version of this Agenda and notes, the Dutch version prevails.