DESCRIPTION OF SHARE CAPITAL, SHARES AND CORPORATE STRUCTURE This chapter contains summaries of certain provisions of the Articles of Association and certain provisions of applicable Dutch law in effect on the date of availability of this Prospectus. This summary does not profess to be exhaustive. In connection with this, a general reservation is made by referring to the Articles of Association and the legal provisions concerned. The complete text of the Articles of Association is available from the head office of the Company and from ABN AMRO Bank N.V., Herengracht 595, 1017 CE Amsterdam. General The Company was incorporated on May 1, 1998. The Company's registered office is in Amsterdam, with its head office at Arena-Boulevard 29, 1101 AX, Amsterdam. The Company is registered in the Commercial Register of the Chamber of Commerce for Amsterdam under number 3330245. The Articles of Association were established in the charter of the Company, executed before Mr. R.H. Meppelink, civil law notary in Amsterdam, on May 1, 1998. The Ministerial Declaration of No Objection was issued on the draft of the said charter under number N.V. 633.799. Article 3 of the Articles of Association states that the aims of the Company include: (a) the practising and promotion of the sport of football in all its forms; (b) carrying out of commercial and financial activities which are in any way relevant to the above or can have a promotional effect; and (c) the (participating in the) establishing of, co-operation with, taking part in, (partly) governing of, and acquiring or financing of, other companies, on the condition that this is in any way relevant to that described under (a) and (b). In pursuance of the Articles of Association of the Company, from the time that the Company or a group company will have established a works council to which the stipulations of the 'Wet op de Ondernemingsraden' apply, and a statement with respect thereto has been registered with the Companies Fonds register, the manner of appointment and dismissal of the members of the Supervisory Board and the task and authorities of the Supervisory Board will be arranged according to the regulations. The Company is a public limited liability company to which the provisions for large public companies as laid down in the articles 152 through 164 of Book 2 (arrangement for large public companies) of the Netherlands Civil Code apply. This is expected to be before the end of October 1998. The following description is based on the assumption that the regulations for large public companies apply. For a description of certain exceptions to these regulations which apply to the Company as long as this is not the case, we refer to transitory arrangement. On the basis of the legal provisions stated above, the Supervisory Board will have the following competencies: appointment, suspension and dismissal of members of the Executive Board; adoption of the annual accounts; and right of approval of certain decisions of the Executive Board. See 'Supervisory Board, Executive Board and Management team'. Share capital According to the Articles of Association, the authorised share capital of the Company as per May 5, amounts to NLG 60 million nominal value, divided into 45 million Ordinary Shares, 14,999.999 Preference Shares and one Golden Share, each with a nominal value of NLG 1. The Ordinary Shares are in bearer form or registered in name. The Preference Shares are registered in name, but may, following a decision of the Executive Board under approval of the Supervisory Board, be registered in name or in bearer form, at the choice of the shareholder. The Golden Share is registered in name. Ordinary Shares The Ordinary Shares in bearer form will be embodied in one single share certificate, which will be kept in custody on behalf of the parties entitled to such Ordinary Shares by the Nederlands Centraal Instituut voor Giraal Effecten Verkeer (NECIGEF, the Dutch Central Securities Depository), in accordance with the 'Wet Giraal Effectenverkeer 1977'.


Jaarverslagen Ajax NV (vanaf 1997) | 1998 | | pagina 42