0 The Ordinary Shares can be transferred through the giro-based securities transfer system of NECIGEF. The Company shall confer on the entitled party a right to an Ordinary Share in the following manner: (a) by having NECIGEF enable the Company to credit an Ordinary Share to the Share Certificate, (b) by having the entitled party designate an associated institutional crediting this party accordingly as participant in such institution's collective deposit. Ordinary Shares can at all time be converted into registered shares and vice versa. The names of the holders of registered shares shall be entered into the Shareholders' Register. In accordance with the provisions of Book 2 of the Netherlands Civil Code, the transfer of a registered share in the Company's capital requires a deed of delivery and written acknowledgement thereof by the Company or, alternatively, the serving of such deed on the Company. The Golden Share The Association holds the Golden Share. Except for transfer of the Golden Share to the Company, transfer of the Special Share can only take place with the approval of the Board of Directors and the Supervisory Board. The proprietorship of the Golden Share gives the Association right of approval with regard to certain decisions of the Board of Directors (see 'Relationship with the Association'). Preference Shares Preference Shares are issued exclusively for financing. Preference Shares can be issued in the same way as Ordinary Shares, on the understanding that there is no pre-emptive right. The authority of the Executive Board to issue Preference Shares ends at the same time as its authority to issue Ordinary Shares, and can be prolonged in the same way as applies to the Ordinary Shares. Issue of shares and pre-emptive rights Ordinary Shares can be issued following a decision of the Executive Board, which is subject to approval by the Supervisory Board. The authority of the Executive Board concerns all shares in the Company's authorised but not issued share capital at the time of such decision or at any time in the future. The authority of the Executive Board to issue Ordinary Shares ends on May 1, 2003, unless it is extended for a period of no more than five years by the General Meeting of Shareholders. Should such an extension not be granted, issuance of Ordinary Shares will take place following a resolution of the General Meeting of Shareholders for a proposal by the Executive Board, subject to approval by the Supervisory Board. The above applies mutatis mutandis to the granting of rights to acquire shares, such as options and warrants, but not to the issue of shares issued pursuant to the exercising of such rights. Holders of Ordinary Shares have pre-emptive rights in case of an issue of Ordinary Shares. This right can be limited or cancelled by a decision of a representative board authorised to issue shares. Holders of Ordinary Shares do not have pre-emptive rights on shares which are issued for non-cash considerations or to the employees of the Company or any of its subsidiaries. Voting rights and general meetings The annual General Meeting of Shareholders must be held within six months after the end of each financial year of the Company. This annual meeting is held, among other things, to adopt the annual accounts of the Company. Each shareholder entitled to vote has the right to attend General Meetings of Shareholders, either in person or by written proxy, to address the meeting and to exercise voting rights, subject to the provisions of the Articles of Association. Holders of Ordinary Shares wishing to attend meetings and exercise their voting rights must file a statement from an associated institution at the Company's office not later than the day stated in the notice calling the meeting. This statement should declare that the person named is entitled to the number of shares specified in the statement as part of the collective holding of the affiliated institution of NECIGEF and his/her entitlement will continue until the closure of the meeting. Holders of Ordinary Shares in registered form must notify the Company in writing of their intention to attend, by the date as specified in such notice, which date may not in any event be earlier than seven days prior to the date of the meeting. Each of the Ordinary Shares in the Company's


Jaarverslagen Ajax NV (vanaf 1997) | 1998 | | pagina 43