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

Transcription

1 AGENDA Of the General Meeting of Shareholders of Macintosh Retail Group NV, to be held on Tuesday, April 22, 2008 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 2007 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 2007 Annual Accounts (decision). b. Dividend (decision). c. Discharge from liability of the Managing Board (decision). d. Discharge from liability of the Supervisory Board (decision). 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. 5. 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. 6. Authorisation of the Managing Board, subject to the approval of the Supervisory Board, to acquire shares in the company s own capital. 7. Relationship with external auditor. 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 22, 2008 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 for 2007 was adopted by the Managing Board on March 11, 2008 and approved by the Supervisory Board on the same date. This report and the Report of the Supervisory Board are included on pages 21 to 47 and pages 49 to 52, 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 2007 annual accounts were drawn up by the Managing Board on March 11, 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 13, The 2007 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 2007 meets the standards of transparency and the 2007 Annual Accounts give a true and fair view of the financial position of the company as at December 31, 2007, and of the result for the year then ended. The 2007 Annual Accounts have been signed by all members of the Supervisory Board and the Managing Board. The 2007 Annual Accounts are included on pages 53 to 108 of the Annual Report. It is proposed that the shareholders adopt the 2007 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, The Managing Board has decided, with the approval of the Supervisory Board, to add 32.2 million of the net profit of 54.5 million to reserves. The shareholders will be entitled to the remaining part of 22.3 million. The proposal is to distribute the remaining part of net profit

3 as a cash dividend. This means that a cash dividend will be distributed to shareholders of 1.00 per share for 2007 (2006: 0.83). This corresponds to 40.8% of the net profit and 46.9% of the net profit of continuing operations. The dividend is payable as from May 5, The ex-dividend date is April 24, 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 2007, in so far as this is evidenced by the Annual Accounts 2007 and/or the Annual Report for 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 2007, and the fulfilment of any other tasks, in so far as this is evidenced by the Annual Accounts 2007 and/or the Annual Report for The scope of the discharge granted is limited by law. Note to item 4a on the agenda According to the retirement schedule, Mr C.H. van Dalen is due to retire as Supervisory Board member on April 22, Mr Van Dalen is available for reappointment. 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 Van Dalen. 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. (International) financial and economic knowledge and experience; c. Social expertise and commitment; d. 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 Van Dalen. Note to item 4d on the agenda Also on the recommendation of the Remuneration & Appointment Committee, the

4 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 C.H. Van Dalen for (re)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 Van Dalen is based on the fact that he perfectly meets the relevant selection criteria laid down in the note to item 4b. Mr Van Dalen is operationally active as member of the Managing Board and CFO of TNT NV and has wideranging international financial and fiscal management experience in an internationally operating company listed on Euronext Amsterdam in his present as well as in former functions. The recommendation was also based on Mr Van Dalen s good performance as a member of the Supervisory Board and chairman of the Audit Commission over the past five years since his initial appointment. The Central Works Council was closely involved in filling the vacancy in accordance with the strengthened right of recommendation of the Central Works Council regarding this specific position. The Central Works Council has stated that it will recommend Mr Van Dalen for reappointment. The personal details of Mr Van Dalen referred to in Section 142 (3) of Book 2 of the Netherlands Civil Code are set out below: Age: 55 (born November 01, 1952). Nationality: Dutch. Position: Member of the Managing Board and CFO of TNT NV. Membership of other Supervisory Boards: NIBC Bank. Other relevant functions: - Board member Nationaal Fonds 4 and 5 May; - Member Advisory Board Arthur D. Little The Netherlands; - Treasurer NOC*NSF. Mr Van Dalen 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 (re)appointment of Mr Van Dalen to the 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: 2009: Mr J.G.M. van Oijen; 2010: Mr A. Nühn;

5 2011: Mr Dekker; 2012: Mr Van Dalen. Note to item 5a on the agenda To enable Macintosh Retail Group to pay the purchase price in the event of an acquisition in the form of shares, either in full or in part, where necessary, and to issue any shares under staff share option plans, the Managing Board should have limited power to issue ordinary shares and grant rights to acquire ordinary shares. The General Meeting of Shareholders on April 24, 2007 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 5b on the agenda The General Meeting of Shareholders on April 24, 2007 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 6 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 24, 2007 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%.

6 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. Note to item 7 on the agenda During the General Meeting of Shareholders on April 21, 2004, the shareholders issued the engagement for the audit of the financial statements to Ernst & Young Accountants for an unlimited period of time, on the understanding that the Supervisory Board or Managing Board can cancel the engagement prematurely if the performance of Ernst & Young Accountants or any other circumstances so dictate. It was agreed that the Managing Board reports once every four years on the main conclusions regarding the performance of the external auditor to the Annual Meeting of Shareholders. Meetings have taken place with the external auditor and the Audit Commission and the main conclusions were discussed with the Supervisory Board. The most important conclusion was that the control of the annual accounts meets the requirements. Maastricht, the Netherlands April 4, 2008 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