UNDERWRITING AND SALE
On May 5, 1998 ABN AMRO Rothschild entered into an underwriting agreement (the
'Underwriting Agreement') with the Company. Under the Underwriting Agreement,
ABN AMRO Rothschild has agreed, subject to the reservation that certain conditions are
met, to place Ordinary Shares which are the subject of the Offering, in the name and for
the account of the Company, with buyers at the Price and to ensure payment, failure of
which will require them to buy and pay these Ordinary Shares at the Price.
ABN AMRO is entitled to a sales commission amounting to a total of 3.25% of the Price.
The Company has agreed to reimburse ABN AMRO Rothschild for certain costs made in
connection with the Offering. The Underwriting Agreement determines that the Company
will indemnify ABN AMRO Rothschild for certain liabilities in connection with the Offering.
In the Underwriting Agreement, the Company and the Association have agreed with ABN
AMRO Rothschild that, for a period of 12 months as from the Payment Date (i) they will
not make a decision to or permit the issue of Ordinary Shares in the Company's capital or
any other securities that can be converted or exchanged, or which carry rights to acquire
said Ordinary Shares, (ii) that they will not issue these shares and (iii) that they will not
offer or sell these shares, (iv) that they will not give any public notice or indicate any
intention to issue or sell these shares, and (v) that they will not transfer these shares in
any other way, without prior written permission from ABN AMRO Rothschild (the 'lock-up').
The lock-up as mentioned above will not apply to:
(i) Ordinary Shares issued as stock dividend; and (ii) issue, sale or transfer of any
Ordinary Shares pursuant to the option schemes as described in 'Other Information-
Option schemes', provided that the issues on the basis of (i) and (ii) do not exceed 3%
of the issued share capital of the Company on Payment Date.
ABN AMRO Rothschild is entitled to terminate the Underwriting Agreement under certain
conditions before payment has been made to the Company. After such termination, or if
ABN AMRO Rothschild would have been relieved of its obligations pursuant to the
Underwriting Agreement before payment has been made to the Company, the Offering will
be withdrawn and any early allocations in respect of subscriptions for Ordinary Shares
shall be deemed not to have been made.
ABN AMRO Bank N.V. is the shirt sponsor of Ajax, offers services and maintains normal
relationships with the Company.
The Ordinary Shares have not been and will not be registered under the Securities Act of
1933 of the United States of America, as amended (the 'Securities Act') and may not be
offered or sold in the United States, or to, or for the account or benefit of U.S. persons (as
those terms are defined in Regulation S under the Securities Act), except that the Ordinary
Shares may be offered or sold by ABN AMRO Rothschild only to Qualified Institutional
Buyers (as defined in Rule 144A under the Securities Act) in reliance on the exemption
from the registration requirements of the Securities Act provided by Rule 144A under the
Securities Act and to certain persons in offshore transactions in reliance on Regulation S
under the Securities Act. In addition, until 40 days after commencement of the Offering, an
offer or sale of any of the Ordinary Shares within the United States by a dealer (whether
or not participating in the Offering) may violate the registration requirements of the
Securities Act if such offer or sale is made otherwise than pursuant to Rule 144A under the
ABN AMRO Rothschild has agreed that, except as permitted by the Underwriting
Agreement, it will not offer, sell or deliver the Ordinary Shares, (i) as part of its
distribution at any time or (ii) otherwise until 40 days after the later of the
commencement of the Offering and the Closing Date, within the United States or to, or for
the account or benefit of, U.S. persons, and it will have sent to each dealer to which it