Redemption Price Issue Price Option Period

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1 Convocation (including agenda and explanatory notes) for the Extraordinary General Meeting of Shareholders (the EGM ) of Head B.V. (the Company ) to be held at the Sheraton Amsterdam Airport Hotel, Schiphol, the Netherlands on 20th October 2015 Head B.V. invites its Shareholders to an Extraordinary General Meeting of Shareholders to be held at the Sheraton Amsterdam Airport Hotel, Schiphol The Netherlands, on 20th October 2015 at 02:00 PM (CET). Agenda 1. Call to order and opening. 2. a. Proposal to resolve to cancel all issued and outstanding ordinary shares in the capital of the Company against repayment of the nominal value of the shares plus a surplus of EUR 0.69, resulting in an amount of EUR 0.70; and b. proposal to issue an equal number of preference shares to the shareholder that has opted for preference shares in the capital of Head against payment of the nominal value of a preference share plus share premium in the amount of EUR 0.69, resulting in an issue price of EUR 0.70, Since these two proposals are inextricably linked together, they will be put to vote collectively. 3. Adjournment. Shareholders intending to attend the meeting, will need to inform the Management Board of their intention to attend by way of sending an to Investor-Relations@head.com. Explanatory notes Introduction On 31 March 2015, the Company was delisted from the Vienna Stock Exchange and as per 8 May 2015, the Company was converted into a private limited liability company. On 2 July 2015, the Company received a written request from its majority shareholder, to convene an extraordinary meeting of shareholders, with an agenda consisting of the agenda items mentioned under 2a and b. In that respect, the majority shareholder has indicated to make use of the right to subscribe for preference shares pursuant to the proposed resolution under agenda item 2b, upon the cancellation of the ordinary shares. According to Dutch law, the Management Board of the Company is obliged to convene a meeting with the agenda items as requested by a shareholder, if the proposed agenda items do not conflict with a substantial interest of the Company. The Management Board of the Company has therefore carefully considered the proposals and come to the conclusion that unlike other privately held companies, the Company has little visibility on who its shareholders are, and whether they are still interested in holding shares (or whether they even know this). In order to map its future, the Management Board of the Company believes that it is in the interest of the Company, to reduce its shareholder base to those who have made a conscious decision to continue holding shares, and allow others to monetize their investment for cash, as is proposed by the majority shareholder. The Company, moreover, has enough liquidity to pay the Redemption Price (as defined hereinafter) to its shareholders. Therefore, the Company has complied with the proposal of its majority shareholder, and convenes an extraordinary meeting to propose to cancel all outstanding ordinary shares, and offer everyone the possibility to obtain preference shares instead.

2 It is intended to: (i) (ii) cancel all the outstanding ordinary shares against repayment of the nominal value of the ordinary shares plus a surplus of EUR 0.69 per share, therefore resulting in an aggregate amount of EUR 0.70 to be paid per ordinary share (the Redemption Price); and issue preference shares to all electing shareholders of cancelled ordinary shares, against payment of the nominal value of the preference share plus a surplus of EUR 0.69, therefore resulting in an aggregate amount of EUR 0.70 to be paid per preference share (the Issue Price). The obligation of the shareholder to pay the Issue Price will be set-off against the obligation of the Company to pay the Redemption Price to the shareholder. The Redemption Price was included in the request of the majority shareholder. Those shareholders who believe that the fair value of the ordinary shares is higher than the Redemption Price, are urged to swap their ordinary shares for the preference shares. The cancellation of all issued and outstanding ordinary shares will only be effective as per the execution of the first deed of issuance of preference shares by a Dutch civil law notary. On cancellation of all the ordinary shares and issuance of the preference shares, the preference shares will be the sole existing and outstanding class of shares. As a result, the preference shares will be entitled to all company profits, in the same way as the ordinary shares were before. There is, therefore, no financial or legal difference between the two classes Agenda item 2a It is proposed to the extraordinary general meeting to resolve to the cancellation of all issued and outstanding ordinary shares in the capital of the Company against payment of the Redemption Price. Upon adoption of this resolution, the ordinary shares will not immediately be cancelled. The holders of the ordinary shares in the capital of the Company will have a period of two weeks from the adoption of this resolution at the extraordinary general meeting to make use of an option right to acquire the same number of preference shares (the Option Period). The Management Board may determine to extend the two weeks period at its own discretion in writing and will inform the shareholders thereof via its website. Holders of ordinary shares that have not yet been registered in the shareholders register of the Company and who do not wish to opt for preference shares may turn to the Company to request further details in order to receive the Redemption Price. Holders of ordinary shares that have been registered in the shareholders register of the Company and who do not wish to opt for preference shares will receive the Redemption Price into the account known to the Company after the Option Period has lapsed or alternatively, shuch shareholders may turn to the Company to request further details in order to receive the Redemption Price. Holders of ordinary shares (registered or unregistered) who do wish to opt for preference shares will need to inform the Company thereof within two weeks after the extraordinary general meeting of shareholders by way of sending the notarised and apostilled power of attorney (attached as Annex I) and confirmation of the number of ordinary shares they previously held in a form satisfactory to the Company. Further details in this respect can be provided by the Company.

3 Agenda item 2b It is proposed to the extraordinary general meeting to resolve to the issuance of such number of preference shares in the capital of the Company against the Issue Price, equal to the number of (cancelled) ordinary shares held by the shareholders that opted for the issuance. All holders of ordinary shares will have the possibility to opt for preference shares against payment of the Issue Price, during a period of two weeks after the EGM. The Issue Price will be paid by setting off the obligation of the shareholder to pay the Issue Price against the obligation of the Company to pay the Redemption Price (pursuant to the resolution to cancel the ordinary shares as included under agenda item 2a). Since there are currently no holders of preference shares, there are no shareholders that have a pre-emption right in relation to the issuance of the preference shares in the capital of the Company. The preference shares will be issued pursuant to the execution of a notarial deed of issuance by a Dutch civil law notary, a copy of which is attached to this agenda (Annex II). All subscribers for preference shares, as well as Head B.V., will be a party to the notarial deed of issue. This means that all shareholders that want to use their right to opt for preference shares in the capital of Head B.V., will need to arrange a notarised and apostilled power of attorney, a copy of which is attached to this agenda (Annex I), in order to be able for Allen & Overy LLP to act on their behalf and execute the deed of issue of preference shares in the capital of the Company. Further details in this respect can be provided by the Company. After the Extraordinary Meeting of Shareholders is held, the Management Board will publish the voting results at the website of the Company.

4 ANNEX I FORMAT POWER OF ATTORNEY POWER OF ATTORNEY [natural person]! [insert full names], living at!,! [insert address], born in!,! on the! day of! nineteen hundred and! [insert date and place of birth], [married/registered as non-martial partner/not married nor registered as a non-marital partner under Dutch law] 1, identified by his passport with number! [insert passport number] OR [legal entity]!, a company incorporated under the laws of!, having [its registered office at!,!], and registered in the [include name of foreign registry] under number! (the Grantor), hereby grants full power of attorney to: each (deputy) civil law notary, paralegal and notarial assistant of Allen & Overy LLP (Amsterdam office), attorneys-at-law, civil law notaries and tax advisors, each of them severally, with the power of substitution (each an Attorney-in-Fact), to, on behalf of the Grantor: sign and execute the notarial deed of issuance of [include number] preference shares in the capital of Head B.V., having its official seat in Rotterdam, the Netherlands, to the Grantor, substantially in the form of the draft of such deed as prepared by Allen & Overy LLP, aforementioned, and to do all such things the Attorney-in-Fact may deem necessary in respect of implementing the deed. The Grantor shall hold harmless and fully indemnify the Attorney-in-Fact for any losses, damages and liabilities that the Attorney-in-Fact may incur in connection with the acts performed or omitted by the Attorney-in-Fact within the scope of the present power of attorney. This power of attorney shall be governed by Dutch law. Signed in on By: In case of a natural person: Please have the signature on this document notarised and the notarisation confirmed by apostille or by the local Dutch consulate and please attach a photocopy of valid identification (passport or driving licence) of the signatory. In case of a legal entity: Please have the signature on this document notarised, including a confirmation of the authority of the undersigned to represent the Grantor, and the notarisation confirmed by apostille or by the local Dutch consulate. If the notarisation does not include such confirmation of authority, please provide us with evidence of the authority of the signatory to represent the Grantor. 1 Strike through whichever is not relevant.

5 ANNEX II FORMAT DEED OF ISSUANCE DEED OF ISSUANCE OF SHARES (Head B.V.) This! day of! two thousand and!, there appeared before me,!, civil law notary in Amsterdam, the Netherlands:!, in this respect acting as attorney-in-fact of: 1. Head B.V., a private limited liability company under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat in Rotterdam, the Netherlands, its office address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, and registered in the Dutch Commercial Register under number (Head); and 2. [!, living at!,!, born in!,! on the! day of! nineteen hundred and!, [married/registered as non-martial partner/not married nor registered as a non-marital partner under Dutch law], identified by his passport with number!] OR [!, a company incorporated under the laws of!, having [its registered office at!,!], and registered in the [include name of foreign registry] under number!] (the Shareholder). The aforementioned proxies appear from two written powers of attorney attached to this deed (Annexes). The person appearing declared the following: RECITALS: (A) On the! day of! two thousand and fifteen the extraordinary general meeting of shareholders of Head resolved to issue to the Shareholder! (!) preference shares in the capital of Head (the New Shares), with a nominal value of one eurocent (EUR 0.01) each. A copy of the minutes of the extraordinary general meeting of shareholders in which the resolution to issue the New Shares was adopted is attached to this deed (Annex). (B) The Shareholder owns a receivable due from Head, in the amount of! euro (EUR!), as a result of the cancellation of! (!) ordinary shares in the capital of Head (the Redemption Price). (C) Head and the Shareholder shall hereby effect the issuance of the New Shares on the terms stated below. NOW THEREFORE, HEAD AND THE SHAREHOLDER HAVE AGREED AS FOLLOWS: Article 1. Issuance. 1.1 Head hereby issues the New Shares to the Shareholder and the Shareholder hereby accepts the same from Head, all on the terms set out in the resolution to issue the New Shares and in this deed. 1.2 The New Shares shall be registered and no share certificates shall be issued for the New Shares. 1.3 Head shall register the issuance of the New Shares in its register of shareholders. Article 2. Issue Price; Share Premium; Payment. 2.1 The New Shares are issued at an issue price of! euro (EUR!) per share, amounting to! euro (EUR!) in the aggregate (the Obligation To Pay). 2.2 The amount by which the full amount of the Obligation To Pay exceeds the aggregate nominal value of the New Shares, this balance being an amount of! euro (EUR!), will be stipulated share premium (bedongen agio) and will be added to the general share premium reserve (algemene agioreserve) maintained in the books of Head.

6 2.3 The full amount of the Obligation To Pay is set-off against the Redemption Price. The Shareholder and Head confirm that there are no further rights and obligations in relation to paying and receiving the Redemption Price and the Obligation To Pay towards each other. Article 3. Warranties of Head. Head warrants to the Shareholder that, on this day, the following is correct: (a) Head is a private limited liability company under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), duly incorporated. The articles of association of Head were last amended by notarial deed dated eight May two thousand and fifteen. (b) Head is currently registered in the Dutch Commercial Register under number The information regarding Head which is registered in the Dutch Commercial Register is correct and complete. (c) Head has not been dissolved and no resolution has been adopted to dissolve Head, nor has any request thereto been filed. Head has not received any notice from the Chamber of Commerce under Section 2:19a of the Dutch Civil Code. Head has not been declared bankrupt, nor has a suspension of payment been declared, nor have any requests thereto been filed, nor is there any reason to expect the same. (d) The issuance of the New Shares is permitted under the articles of association of Head. (e) The issuance of the New Shares to the Shareholder is effected with due observance of all statutory provisions and provisions prescribed by the articles of association of Head applicable thereto. Article 4. Costs. All costs connected with the preparation of this deed shall be for the account of Head. Article 5. Dissolution (ontbinding). Head and the Shareholder waive the right to dissolve the agreement laid down in this deed or to demand dissolution thereof. Article 6. Civil Law Notary. The civil law notary who executes this deed is a civil law notary holding office with Allen & Overy LLP, Head's legal adviser. Head and the Shareholder hereby acknowledge that they have been informed of the existence of the Ordinance Containing Rules of Professional Conduct and Ethics (Verordening beroeps- en gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie) and explicitly agree and acknowledge (i) that Allen & Overy LLP may advise and act on behalf of Head with respect to this deed, and any agreements or any disputes related to or resulting from this deed, and (ii) that the civil law notary holding office with Allen & Overy LLP executes this deed. Close. The person appearing is known to me, civil law notary. This deed was executed in Amsterdam, the Netherlands, on the date first above written. Before reading out, a concise summary and an explanation of the contents of this deed were given to the person appearing. The person appearing then declared that he had taken note of and agreed to the contents of this deed and did not want the complete deed to be read to him. Thereupon, after limited reading, this deed was signed by the person appearing and by me, civil law notary.