RELATIONSHIP WITH THE ASSOCIATION The Association as shareholder The relationship between the Association and the Company guarantees the continuity of the know-how and experience which are all-important to the successes of Ajax. After the Offering, the Association will hold approximately 73% of all outstanding shares in the Company's capital, with which it has the majority of voting rights in the General Meeting of Shareholders. As a result, the Association will have a major influence on the decisions for which approval is needed by the Genaral Meeting of Shareholders. The Association is holder of the Golden Share. This share grants the right of approval in the case of certain resolutions to be made by the Board of Directors. The right of approval implies that such a resolution can only be carried out by the Board of Directors after the Association as holder of the Golden Share has approved the resolution. It concerns the following issues: a. A change of the business name of the Company. b. A change of the existing core activities of Ajax. c. A change of the club logo, the club red/white colours or the strip worn during home matches, consisting of a white shirt with a vertical red strip on chest and back red collar and cuffs, as well as white shorts and white socks with red turnovers. d. A change of the current location of the stadium in Amsterdam. e. A change of the structure of the youth training programme aimed at top level football, as well as the accommodations and facilities used by and for this youth training programme. f. Fundamental changes of the structure of operations of youth and amateur teams, insofar as this has any significance for the top level football. g. The provision, change or withdrawal of licences and sub-licences. h. The proposal to change the Articles of Association. According to the Articles of Association of the Association, resolutions concerning the exercise of the Golden Share can only be made by the board of the Association, with prior approval of the Members' Council of the Association. The Association and the Supervisory Board The majority of the members of the Supervisory Board as well as its chairman shall have the special confidence of the Association as is stated in the Supervisory Board regulations. These members will be nominated by the Association. The Association and the Company The Association and the Company have agreed that the football activities of Ajax will be exclusively carried out and exploited by and for the account of the Company. As the Association remains the holder of the KNVB licence, the football activities will be carried out under the banner of the Association. In connection with this, the Company has committed itself to enable the Association to meet all its obligations towards the KNVB and international associations. The Association shall exert its rights in connection with the KNVB licence and the KNVB membership in the interest of the Company. The Company will maintain the facilities and privileges which are at the disposal of the members of the Association at the current level. The Association has committed itself not to sell or transfer the shares held in the Company, without the prior written approval of the Company.


Jaarverslagen Ajax NV (vanaf 1997) | 1998 | | pagina 32