0 OTHER INFORMATION 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 Exchange. Listing 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. Legal Procedures The Company is not involved in any legal procedures or disputes of which it would expect that these could materially affect its financial position. Important agreements 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' report. See page F16. Model Code 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. Option Schemes 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'. Works Council 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.


Jaarverslagen Ajax NV (vanaf 1997) | 1998 | | pagina 47