Any holders of New York Shares who wish to surrender and exchange their New York Shares into Austrian Shares after the expiry of the 90-day period mentioned above will be responsible for the payment of the relevant fee charged by The Bank of New York upon such exchange.
Head NV also intends to file a Form 15F with the SEC to deregister and terminate its reporting obligations under the US Securities Exchange Act of 1934 as soon as possible under applicable SEC regulations.
Form 15F will only be filed if the number of US shareholders decreases below 300, or if the average daily trading volume of the shares in the United States is no greater than 5 percent of the worldwide average daily trading volume over a period of 12 months and the remaining conditions for deregistration are satisfied.
Deregistration will be effective 90 days after the filing, unless the Form 15F is earlier withdrawn by Head NV or is denied by the SEC.
Until the termination of registration becomes effective, Head NV will continue to comply fully with the reporting and other requirements applicable under the US federal securities laws.
The company reserves the right to delay the filing of Forms 15F and 25 or to withdraw them for any reason prior to their effectiveness.
Head NV's ordinary shares will continue to be listed and trade on the Vienna Stock Exchange. Head NV has not arranged for the listing of its ordinary shares on another national securities exchange or for their quotation in a quotation system in the U.S.
Proposals to grant the Board of Management the authority to apply for the delisting and deregistration were adopted by the shareholders of Head NV at the annual general meeting in May 2005 and the Supervisory and Management Board (Boards) have now approved the delisting and the application for deregistration.
When reaching this decision, the Boards considered the incremental regulatory, legal and reporting complexity and costs relating to the listing of the shares on the NYSE and the registration with the SEC on the one hand, and the interests and concerns of the holders of shares listed on the NYSE, on the other hand.
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