PRELIMINARY PROSPECTUS dated May 20, 2004 (subject to amendment and/or completion) Spyker Cars N.V. Offering of up to e12,800,000, or * newly issued ordinary shares in the capital of Spyker Cars N.V. (the ‘‘Company’’) with a nominal value of e0.04 each (the ‘‘Firm Shares’’), (subject to an over-allotment option of up to a further e2,200,000 or * newly issued ordinary shares with a nominal value of e0.04 each (the ‘‘Over-allotment Shares’’) and, together with the Firm Shares, the ‘‘Offer Shares’’). The Offer Price is expected to be between e14 and e17 per Offer Share, subject to change. Prospective investors may subscribe for the Offer Shares for a period between May 24, 2004, as of 09.00 hrs CET and May 26, 2004, until 15.00 hrs CET. The final Offer Price and the final number of Firm Shares offered in the offering (the ‘‘Offering’’) will be determined after termination of the subscription period and will be announced in a press release and a final prospectus expected to be published before June 1, 2004 (the ‘‘Closing Date’’). In case the price range of the Offer Price or the maximum number of the Firm Shares is changed prior to termination of the subscription period, such change will be announced in a press release, an advertisement in the Daily Official List of Euronext Amsterdam N.V. and a national newspaper, announcing that the subscription period will be prolonged by one additional business day. This is an initial public offering of ordinary shares in the capital of the Company, for which currently no public market exists. Application has been made for such shares to be admitted to listing on the Euro.NM market of Euronext Amsterdam N.V. (‘‘Euro.NM Amsterdam’’). As part of the Offering, the Company has granted the Global Co-ordinator an over-allotment option (the ‘‘Over-allotment Option’’), exercisable until 30 days after the Closing Date, to require the Company to issue and offer at the Offer Price a number of Over-allotment Shares, solely for the purpose of allowing the Global Co-ordinator to cover over-allotments, if any. The total number of Over-allotment Shares shall not exceed 17.2 per cent. of the number of Firm Shares. For an amount of up to e11,470,000, Firm Shares may be allocated to prospective investors who have indicated their interest in the Offer Shares prior to the publication of this Prospectus. Two of such prospective investors are Investeringsmaatschappij Helvetia B.V. (‘‘Helvetia’’) and Talpa Management B.V. (‘‘Talpa’’), each at the date of this Prospectus already a principal shareholder of the Company, who have indicated their intention to participate in the Offering and together subscribe for an aggregate amount of e5,500,000 in the Offer Shares. It has been agreed between Helvetia, Talpa and the Global Co-ordinator that, in the event the allocable demand for the Firm Shares exceeds an amount of e15,000,000 upon termination of the subscription period, up to 100% of their combined subscription may be allocated to other subscribers in the Offering. Such allocation shall be made at the sole discretion of the Global Co-ordinator. The subscription by any prospective investor will be on the same terms and conditions as in the Offering and will solely be based on this Prospectus. INVESTING IN THE OFFER SHARES INVOLVES A HIGH DEGREE OF RISK. SEE ‘‘RISK FACTORS’’ BEGINNING ON PAGE 9. The Offer Shares are being offered and sold (i) in the Netherlands to retail and institutional investors and (ii) to institutional investors or qualifying investors in jurisdictions outside the Netherlands and outside the United States in reliance on, inter alia, Regulation S under the United States Securities Act of 1933, as amended (the ‘‘International Initial Offering’’). This Prospectus does not, other than under the International Initial Offering, constitute an offer to sell, or an invitation to purchase or subscribe for securities in the United States or in any State or jurisdiction other than the Netherlands. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), or with any securities regulatory authority of any State of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (and applicable State securities laws). This Prospectus does not constitute an offer of the Offer Shares to the public in the U.K. No prospectus has been or will be registered in the U.K. in respect of the Offer Shares. Consequently, the Offer Shares must not be, and are not being, sold or offered for sale in the U.K., except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the U.K. within the meaning of the Public Offers of Securities Regulations 1995, as amended. This Prospectus may only be communicated or caused to be communicated to persons in the UK who (i) are authorised to carry on a regulated activity under the U.K. Financial Services and Markets Act 2000 (‘‘FSMA’’) or (ii) otherwise have professional experience in matters relating to investments and are persons qualifying as investment professionals under Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 as amended (the ‘‘Financial Promotion Order’’), or (iii) are persons qualifying as high net worth persons within the scope of article 49(2)(a) to (d) of the Financial Promotion Order or (iv) are persons to whom this Prospectus may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as ‘‘Relevant Persons’’). This Prospectus must not be acted on or relied on by persons who are not Relevant Persons. The communication of this Prospectus to any person in the U.K. other than the Relevant Persons is unauthorized and may contravene the FSMA. It is expected that payment for and delivery of the Firm Shares, or Offer Shares if (part of) the Over-allotment Option has been exercised prior to the Closing Date, will be made on or about June 1, 2004 through the book-entry facilities of the Netherlands central securities depository (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.) (‘‘Euroclear Netherlands’’), as well as through Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking S.A., Luxembourg (‘‘Clearstream’’), all in accordance with their normal settlement procedures applicable to equity securities. All of the Offer Shares will be in bearer form represented by a single global certificate lodged with Euroclear Netherlands for safe keeping on behalf of those persons entitled to the Offer Shares. The timetable for the Offering may be altered, which will, in such case, be announced in a press release, an advertisement in the Daily Official List of Euronext Amsterdam N.V. and a national newspaper and be done in accordance with the applicable rules of Euronext Amsterdam N.V. At the date of this Prospectus, the Company is incorporated as a private company with limited liability named Spyker International Motor Holding B.V., with its corporate seat in Baarn, the Netherlands. The Company will be converted into a public company with limited liability This preliminary Prospectus and thenamed information contained herein are subject to Spyker amendment and/or completion. Cars N.V., with its corporate seat in Zeewolde, the Netherlands, prior to listing on Euro.NM Amsterdam. ISIN: NL0000380830 Securities Code: 38083 Common Code: 018885778 Euronext symbol SPYKR Global Co-ordinator and Bookrunner ABN AMRO Rothschild The date of this Prospectus is May 20, 2004 i IMPORTANT INFORMATION Spyker is exclusively responsible for the accuracy and completeness of the information contained in this Prospectus, and Spyker confirms that, on the date of this Prospectus, the information provided by it as contained in this Prospectus is true and accurate and not misleading, and that there are no other facts the omission of which would, in the context of the Offering, make any statement in this Prospectus misleading in any material respect. An auditor’s report regarding the financial statements of 2003 has been provided by Deloitte Accountants and is included in the Company’s annual report 2003. For the financial statements of 2002 and 2001, review reports have been provided by Deloitte Accountants, which are included in the Company’s annual reports of the respective years. With the exception of Spyker and the Global Co-ordinator respectively (and notwithstanding the auditor’s report regarding the consolidated financial information for the years 2003, 2002 and 2001 as provided by Deloitte Accountants and included in this Prospectus, and the matters described in ‘‘Taxation’’ as prepared by KPMG Meijburg & Co), no person is authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, any information or representation not contained in this Prospectus must not be relied upon as having been authorised by the Company or the Global Co-ordinator. Neither the delivery of this Prospectus at any time nor any sale or purchase made on the basis hereof, shall under any circumstances imply that the information contained herein is correct at any time subsequent to the date of this Prospectus. This Prospectus does not constitute an offer to sell or a solicitation of an offer to purchase any securities, or an invitation by or on behalf of the Company or the Global Co-ordinator or any affiliate, to purchase any such securities by any person in circumstances or under any jurisdiction in which such offer or solicitation is unlawful.