MACINTOSH RETAIL GROUP NV JAARCIJFERS 2002

ACQUISITION OF BRANTANO NV BY

MACINTOSH RETAIL GROUP NV

Analysts’ meeting of October 30, 2007

.Should different interpretations arise between the Dutch and the English version of this press release, the Dutch language version prevails.

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Content

• Macintosh Retail Group’s strategy.• Acquisition rationale and elements of offer.• Brantano, profile, financial performance and strategy.

• Post-acquisition objectives.• Impact of acquisition on Macintosh / acquisition price

and financing.• Next steps.

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Macintosh Retail Group’s strategy

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Macintosh Retail Group’s

strategy

• Organic growth, maintaining profitability and improving profitability of existing operations.

• Profitable growth through acquisitions while maintaining solid balance sheet ratios and increasing shareholder value.

• Acquisition criteria:- Preferably price-based formats in home furnishing and shoe sectors;- Market leadership;- Substantial in size (> € 50 mln) and long-term profitability;- Sufficient growth potential;- Control and effective management.

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Why

acquisitions

in shoe

sector?

• Shoe markets meet permanent consumer needs and are substantial in terms of size.

• Macintosh wishes to be at the forefront of European consolidations in the shoe sector.

• In general, fragmented supply and a considerable market share of small independent operators (approximately 35%). Small number of national chains.

• Market leadership potential.• Competence centres available at Macintosh (Hoogenbosch and

Scapino).• Possibility to use combined procurement power.• Track record of Macintosh’s existing shoe activities: EBIT

margin for 2006: 10.9 %.

MRG Fashion1

track record

(x € million) 2002 2003 2004 2005 2006

Turnover 145.6 140.4 140.6 141.8 327.42

EBIT 7.3 4.6 7.6 12.6 35.7

EBIT margin 5.0% 3.3% 5.4% 8.9% 10.9%

Number

of stores3 220 219 215 221 4472

1.

Exclusive

of apparel

2.

Acquisition

of Scapino on

February

1, 2006

3.

Hoogenbosch Netherlands

only

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Acquisition rationale and elements of offer

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Brantano

acquisition

rationale

(1)

• Is perfectly in line with acquisition strategy.

• Macintosh will strengthen its position as an international shoe retailer considerably.

- Market leader in the Netherlands (13% in value terms / 17% in volume terms); net turnover of some € 325 million.

- Market leader in Belgium: (12% in value terms / 14% in volume terms); net turnover of some € 150 million.

- Largest out-of-town shoe retailer in the UK: (2% in value terms ); net turnover of some € 160 million.

• Stimulus to growth. Potential for growing turnover at existing stores. Expansion in Belgium and UK (once reorganisation programme proves successful).

• Substantial competitive and procurement benefits in the medium to long term, due partly to the engagement of Macintosh Hong Kong.

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Brantano

acquisition

rationale

(2)

• Substantial and long-term contribution to net earnings per Macintosh share from 2010.

• Macintosh will continue to display excellent balance sheet and other ratios.

• Spread of risks: Macintosh will be less dependent on developments in NL. Share of NL turnover following acquisition: approximately 70% (currently some 90%).

• Acquisition adds value for Macintosh shareholders.

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Key

elements

of proposed

offer (1)

• Offer price per share: € 55. Representing 29.4% premium over closing price of October 26 (€ 42.50) and 29.8% over average closing price in past 3 months.

• Total offer price (incl. options) € 158.2 million.

Period Price Premium over average

priceLow High Average

Past 12 months 35.30 44.60 39.77 38.3%Past 6 months 38.00 44.60 41.79 31.6%Past 3 months 40.51 44.60 42.49 29.8%

Last month 40.51 43.39 42.04 30.8%Closing price of 26.10.2007 42.50 29.4%

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Key

elements

of proposed

offer (2)

• Major shareholders Mitiska NV and Sobradis NV (56.6% of the shares) will tender their shares. Brantano’s Board of Directors supports public offer.

• Conditions:- Approval from General Meeting of Shareholders of Macintosh

(approximately 45% tendered under confidentiality / standstill;- At least 85% of the share capital is tendered;- Approval from Belgian competition authorities.

• If more than 95% is acquired: squeeze-out bid and de- listing.

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Objective

assessment

of proposed

offer (2)

• EBITDA multiple for offer: 7,9 times recurring EBTIDA (2006).• EBITDA multiple Macintosh: 7.8 times (price € 25,50 of € 31.12.2006).• Analyst reports:

Recommen- datition

Expected share price

Premium Date report

Petercam Buy 50.0 10.0% 24.08.2007

Fortis Buy 48.5 13.4% 24.08.2007

KBC Securities Accum. 45.0 22.2% 21.08.2007

ING Wholesale Banking Hold 46.5 18.3% 24.08.2007

Average 47.5 16.0%

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Profile

of Brantano

(1)

• 1953: Incorporated as shoe manufacturer.

• 1960: First shoe store.

• 1997: IPO.

• 1997 / 2002: acquisition of 47 stores / 28 stores in UK.

• From 2000: internationalisation: NL, Denmark, France.

• Discontinuation of activities in NL, Denmark and France in 2004 / 2005.

• Focus on high-potential positions in Belgium and the UK.

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Profile

of Brantano

(2)

• Listed small-cap shoe retailer; • Major shareholders (jointly owning 56.6%): Mitiska NV and Sobradis NV.

• 129 stores in BeLux and 146 in UK. 11 franchising stores in the Middle East (since June 30, 2007).

• The number one player in the mid-range of the shoe market for the entire family.

• Market leader in Belgium, with market share of 11% in value terms and 12% in volume terms (net turnover in 2006: € 136.3 million, including Lux).

• Largest out-of-town shoe specialty store in the UK, with market share of 2% in value terms (net turnover in 2006: € 158.9 million).

• Long-term profitability.

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Profile

of Brantano

(3)

• Commercially attractive locations on the outskirts of medium-sized and large cities. Stores have average floor spaces of 800 m².

• Store lay-out and product presentation according to easy shopping principle. Self- service format.

• Product range is a mix of own and international brands. 75% of the products are shoes (for women, men and children), 16% are sports articles, 5% are accessories and 4% apparel.

• Average store has 15,000 pairs of shoes and 3,000 different models on display for prices between € 25 and € 125.

• Brantano is increasingly focusing on fashion, with store collections changing rapidly. 2,500 new items, on average, each season.

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129 stores in 129 stores in BeLuxBeLux

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Market share in value terms Market share in value terms (2006(2006))

Total market (2006) = EUR 1,407 millionBron: GfK

MarketMarket

• 3.5% annual market growth, on average, in past 5 years

• Women largest segment in value terms (57%) – men and children 30% and 13% respectively

• Competitive framework– Brantano clear market leader with

market share of > 10%– Competition: EuroShoe formats (Shoe

Discount, Shoes in the Box and Avance), Torfs, Scapino,...

– Market continues to be highly fragmented (independent operators representing 36.5%), just as in NL (35%)

BeLuxBeLux: Clear market leader: Clear market leader

Shoe store independents

Sport specialists

Supermarkets

OtherMultiples

ProntiBerca

AvanceShoes in the box

Torfs

Shoediscount

Brantano10.1%

4.4%

4, .%

1.3%1.4%

1,3%0.9%

3.8%

27,7%

36,5%7.7%

6.9%

21.2%

Other

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146 stores in the UK146 stores in the UK

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• 3% annual market growth, on average, in past 5 years

• Future growth expected to be in line with historical growth (+3%)

• Competition

– Brantano second largest shoe specialty store, largest out-of-town shoe specialty store format

– Clothing retailers: 11% market share– Independent operators: 9%

• Locations on outskirts of cities: approx. 25% of the market

Total market (2006) = GBP 5,262 millionBron: TNS

MarketMarket share in value terms share in value terms (2006)(2006)

MarketMarket

Largest outLargest out--ofof--town shoe town shoe specialty store format in the UKspecialty store format in the UK

Footwear Multiples

(26%)

Sport Shops(25%)

Clothing multiples(11%)

Footwear independents

(9%)

Other(28%)

The Clarks Shop

BrantanoShoe Zone

Shoefayre/Blindells

Barratt's

Faith Shoes

Stead & Simpson

Other

1,5%

1,0%

1,8%

1,0%

9,0%

9,5%

0,9%

1,4%

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Profile

of Brantano

(4)

• Communication: mix of different media involving national campaigns and consistent image in BeLux and the UK.

• Webshops in Belgium and the UK containing photographs and details of more than 15,000 pairs of shoes.

• Procurement activities organised on a country-by-country basis, with the exception of sports shoes and apparel. Economies of scale by combining orders.

• Sourcing: Europe 50%; East Asia 40%; other 10%. Initiative to set up own purchasing office in East Asia.

• Inventory management by setting up integrated stock management system.• Distribution from centres in Belgium and the UK (Leicestershire).

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Financial performance of Brantano

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Brantano

since

2000

• From 2000: further expansion in UK, commencement of activities in the Netherlands, Denmark and France.

• Loss of focus and substantial investments.

• Activities in the Netherlands, Denmark and France incurring losses, subsequently discontinued in 2004 / 2005.

• Focus on high-potential positions in Belgium and UK:- high-level recovery in profitability in Belgium.- recovery in profitability and growth in UK.

Five-year summary

(figures

based

on

BE GAAP)

(x € million) 2000 2001 2002 2003 2004

Turnover 237.3 282.6 299.4 303.8 322.6

EBIT 18.9 18.0 3.0 15.9 20.7

Net profit for the year 13.0 12.0 0.3 5.7 3.2

Net cash flow 21.6 16.5 18.8 14.7 14.3

Investments 30.0 34.4 21.5 10.1 6.4

Working capital 35.2 40.7 41.5 36.3 39.3

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Brantano: financial

performance in 2006

• Turnover down by 2.9% to € 295.2 million, owing to weather conditions and changes to commercial strategy in UK.

• Higher gross margin (51.2%) due to focus on inventory management and fewer price reductions.

• Sharp rise in costs following five-yearly rental increases in UK and restructuring costs.

• Positive effect of € 29.1 million on EBIT, thanks to sale of real estate (HO/DC and stores in Belgium and UK). Recurring EBIT of € 9.7 million.

• Depreciation and amortisation: € 10.2 million; EBITDA: € 46.1 million. Recurring EBITDA: 19.6 million.

• Free cash flow in 2006: € 40.0 million (including non-recurring item: € 14.5 million).

(x € million) 2006 2005 Δ

06 / 05Turnover 295.2 304.1 (2.9%)

Gross profit (%) 151.0 51.2% 152.9 50.3% (1.3%)Recurring EBIT (%) 9.7 3.3% 19.1 6.3% (49.4%)

EBIT (%) 35.9 12.2% 18.8 6.2% 90.8%Recurring cash flow EBITDA 19.6 6.6 28.2 9.3 (30.4%)

Cash flow from operating activities (EBITDA) 46.1 15.6 28.2 9.3 63.5%

Financial income and expense (2.2) (2.2) 2.0%Gross profit on continuing operations 33.7 16.6 102.6%

Net profit on continuing operations 29.2 10.5 178.0%Profit/(loss) on operations to be

discontinued 0.3 (3.4) 107.3%

Net profit for the year 29.5 7.1 315.3%Capex 13.6 11.5 18.3%

Income

statement

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Balance

sheet at December 31, 2006

• Solvency: equity of € 83.1 million; 56.9% of balance sheet total of € 146.0 million.

• Year-end 2006: cash surplus of € 1.2 million.• Inventories: up € 5.0 million due to other

commercial approach.• Net Debt / EBITDA: < 0 (positive bank balance).

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Brantano

in 2007

• Turnover in first half up by 8.5% to € 152.2 million, of which 3.9% in BeLux.

• 10.9% increase in turnover in UK in first half, partly thanks to repositioning to fashionable mid-market player.

• Recurring EBIT in first half down from € 2.2 million to € 1.8 million, mainly owing to higher marketing costs in UK.

• Recurring EBITDA in first half : € 6.5 million (2006: € 6.9 million).

• Forecast turnover for full year 2007: € 300 - € 310 million (+ approx. 5%).

• Expected recurring EBIT for full year 2007: at top end of € 5 - € 7 million range.

Post-acquisition objectives

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Brantano

BeLux

• Dominant market position and aided brand awareness (96%) used against competitors.

• Rise in turnover from existing stores due to new format (implemented in full in spring 2008) and introduction of more fashionable products.

• Expansion by some 10 stores in next 3 years.

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Brantano

UK

• Slowdown following a period of healthy profits.• Reorganisation programme with repositioning as mid-market

player, focusing on fashion, should result in higher turnover from existing stores.

• Successful introduction of new new store format in first half of 2007, with turnover up 10.9%, due partly to considerable marketing efforts.

• Excellent locations in out-of-town retail parks is favourable thanks to increasing trend toward shopping on the outskirts of cities in UK.

• If reorganisation programme results in further improvements: good prospects for expansion.

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Brantano’s

prospects• Recovery or further growth in turnover.

Higher gross margin due to:– own-brand exclusivity;

– use of purchasing office in East Asia;

– supplier rationalisation;

– supply chain management.• Lower costs as a result of amongst other de-listing etc.• Target: Brantano’s EBIT margin at 6% by 2010.

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Impact of acquisition on Macintosh

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Impact of acquisition

on

Macintosh (1)

• Combined pro forma income statement based on 2006 figures (MRG exclusive of furniture and Brantano exclusive of sold real estate).

Macintosh Brantano Combined

Turnover 914.5 295.2 1,209.7

Recurring EBITDA 85.2 19.6 104.8

Recurring EBIT 64.7 9.7 74.4

REBIT as a % of turnover

7.1% 3.3% 6.2%

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Impact of acquisition

on

Macintosh (2)

• Combined pro forma balance sheet based on 2006 figures (MRG exclusive of furniture). Combined balance sheet takes into account the cost of financing the acquisition (estimated cost of financing acquisition and goodwill).

Macintosh Brantano Combined

Balance sheet total 394.4 146.0 605.6

Equity 169.2 83.1 169.2

Net Debt 89.4 (1.2) 246.4

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Impact of acquisition

on Macintosh (3)

• Substantial and long-term contribution to net earnings per Macintosh share in next years.

• 2008: marked by integration and de-listing. Neutral impact on net profit for 2008.

• 2009: measures to be taken to result in a limited contribution to earnings per share.

• 2010: substantial contribution to earnings per share. Expected EBIT margin in 2010: 6% (2006: 3.3%).

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Acquisition

price

and financing

(1)

• Acquisition price is € 158.2 million.

• Acquisition of a company whose balance sheet total is € 146.0 million (year-end 2006), which has virtually no interest-bearing debt and whose equity amounts to € 83.1 million (year-end 2006).

• 7.9 times recurring EBITDA of Brantano in 2006.

• Acquisition financed entirely with loan capital. No issue of shares.

• Rabobank to provide security for the financing and coordinate the financing process.

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Acquisition

price

and financing

(2)

• Leverage to improve as a result of acquisition being financed in full with loan capital.

• Following acquisition, Macintosh to continue to display excellent balance sheet and other ratios. Pro forma solvency more than 30%; Net Debt / EBITDA just over 2; interest coverage more than 6.

• Loans and interest to be comfortably repaid from Macintosh’s current cash flow.

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Next steps

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Next

steps

• Publication of notification of offer in mid- / late November.

• General Meeting of Shareholders: 15 November.

• Timing process in consultation with CBFA.

• Commencement of period (2 weeks) around the beginning of December during which shareholders may tender their shares.

• Potential reopening of offer if more than 90% has been tendered.

• If Macintosh acquires more than 95% of the shares: squeeze-out bid and de-listing

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• Approval fromGeneral Meeting of Shareholders

• Commencement in early December

• Mandatory if more than 90% has been tendered

• If Macintosh acquires at least 95% of the shares

• Approval fromCBFA

• Period of 2 weeks

• Period of some 2 weeks

• Approx. 2 weeks after end of reopening

• Degroof to act as paying agent

• Period of some 2 weeks.

• At least 85%, with deviations being allowed

Squeeze-out/de- listing

ReopeningPeriod for tendering shares

Implementation 1.

Publication Notification of offerOffer to bedeclaredunconditional

Settlement

1. Final timing process in consultation with CBFA