The Company was incorporated on the May 1 of 1998, and operates under the law of the
Netherlands. Its statutory seat is in Amsterdam. The major shareholder is the Association,
which, with the incorporation of the Company, brought in all of its assets and liabilities in
the Company, against issue of shares with which the Assosiation holds 100% of the
outstanding shares. After the offering the Association will hold approximately 73% of the
existing share capital. The KNVB Licence, which gives the right to play professional
football, will remain in possesion of the Association. Between the Company and the
Association, agreements have been made, as a result of which the Company holds the
economic rights of the KNVB License. See 'Relationship with the Association - The
Association and the Company'.
Resolution regarding the Flotation and Issue of Ordinary Shares
Necessary resolutions have been carried for the issue of Ordinary Shares and the
application for admission of the Ordinary Shares to the Official Market of the AEX-Stock
Listing of all outstanding Ordinary Shares on the Official Market of the AEX-Stock Exchange
has been applied for. Barring unforeseen circumstances, the Ordinary Shares will be
admitted no later than May 11, 1998. There is no prior market for the Ordinary Shares
preceding the Offering.
The Company is not involved in any legal procedures or disputes of which it would expect
that these could materially affect its financial position.
Ajax has not entered into any substantial financial obligations other than the contracts of
players and the rental agreement with Stadion ArenA NV.
Unqualified auditors' reports
Price Waterhouse Nederland B.V. has given its permission for the issue of this Introduction
Memorandum including its opinion in the form and context in which it has been included.
Price Waterhouse Nederland B.V. has audited the pro forma consolidated financial
information of the Company for the financial years 1994/1995, 1995/1996 and 1996/1997
and the first half of the 1997/1998 financial year and has issued an unqualified auditors'
See page F16.
The Company has taken appropriate measures to ensure compliance with the Model Code
for the Prevention of Insider Trading.
Guarantees and/or loans granted
The Company has not granted any guarantees and/or loans to members of the Supervisory
Board or the Executive Board.
Ajax will implement option schemes for a large part of its (future) personnel. Shares on
which these option schemes apply, will be issued. As a result, a dilution of approximately
3% of the share capital will occur. See 'Underwriting and Sale'.
Both as a result of the 'Wet op ondernemingsraden' and the adoption of the large public
company regime by the Company, the Company will install a Works Council. All personnel
of Ajax has been informed of this installment. The installment of the Works Council is to
be expected before the end of October 1998.