BF HOLDING AG: Announcement according to § 93 para 2 Austrian Stock Exchange Act

Wels (pta021/28.04.2015/15:40 UTC+2) Wels, 28 April 2015 - BF HOLDING AG announces, that pursuant to § 91a and § 91 of the Austrian Stock Exchange Act (BörseG) it was informed by Pierer Industrie AG, Pierer Konzerngesellschaft mbH and Mr. Stefan Pierer as follows:

Pierer Industrie AG is currently holding 11,692,086 shares of BF HOLDING AG; this equals to approximately 75,99% of the share capital of BF HOLDING AG. Pierer Industrie AG is controlled by Stefan Pierer through Pierer Konzerngesellschaft mbH. Moreover, Pierer Industrie AG is the sole shareholder of CROSS Industries AG.
In the annual shareholders' meetings of CROSS Industries AG and BF HOLDING AG held on 22 April 2015 it has been resolved to merge CROSS Industries AG as transferring company into BF HOLDING AG as receiving company.
To implement the merger, the share capital of BF HOLDING AG is increased by EUR 210,000,000 from currently EUR 15,386,742 to EUR 225,386,742 by issuing 210,000,000 new shares. In connection with the merger, BF HOLDING AG will grant 210,000,000 new shares to Pierer Industrie AG as sole shareholder of CROSS Industries AG, with effectiveness of the merger, hence when the merger was entered in the commercial register.
The respective merger agreement has been signed on 22 April 2015.

Pierer Industrie AG
Pierer Industrie AG has informed BF HOLDING AG, that due to the stipulation of the merger agreement on 22 April 2015 it holds an instrument pursuant to § 91a BörseG in order to acquire 210,000,000 new shares of BF HOLDING AG upon registration of the merger with the commercial register. Therefore, on 22 April 2015, the voting rights in relation to shares of BF HOLDING AG, which can be exercised pursuant to § 91a BörseG, have reached and exceeded the thresholds of 4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% and 90% and currently amount to approximately 93.17% (number of shares: 210,000,000).
The execution of the transaction (Verfügungsgeschäft) in relation to these 210,000,000 new shares of BF HOLDING AG shall take place at the earliest at the day of the legal effectiveness of the registration of the merger with the commercial register and at the latest on 30 June 2015.
With respect to the new 210,000,000 shares of BF HOLDING AG that will be issued in connection with the merger after the execution of the transaction, the voting rights of Pierer Industrie AG in BF HOLDING AG, which can be exercised pursuant to § 91 BörseG, will increase from currently approximately 75.99% (number of shares: 11,692,086) to approximately 98.36% (number of shares: 221,692,086)

Pierer Konzerngesellschaft mbH
On 22 April 2015, the voting rights of Pierer Konzerngesellschaft mbH in BF HOLDING AG, which can be exercised pursuant to § 91a BörseG indirectly through Pierer Industrie AG, have reached and exceeded the thresholds of 4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% and 90% and currently amount to approximately 93.17% (number of shares: 210,000,000).
The execution of the transaction (Verfügungsgeschäft) in relation to these 210,000,000 new shares of BF HOLDING AG shall take place at the earliest at the day of the legal effectiveness of the registration of the merger with the commercial register and at the latest on 30 June 2015.
With respect to the new 210,000,000 shares of BF HOLDING AG that will be issued in connection with the merger after the execution of the transaction, the voting rights of Pierer Konzerngesellschaft mbH in BF HOLDING AG, which can be exercised indirectly through Pierer Industrie AG, will increase from currently approximately 75.99% (number of shares: 11,692,086) to approximately 98.36% (number of shares: 221,692,086).

DI Stefan Pierer
On 22 April 2015, the voting rights of Mr. Stefan Pierer in BF HOLDING AG, which can be exercised pursuant to § 91a BörseG indirectly through Pierer Konzerngesellschaft mbH and Pierer Industrie AG, have reached and exceeded the thresholds of 4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% and 90% and currently amount to approximately 93.17% (number of shares: 210,000,000).
The execution of the transaction (Verfügungsgeschäft) in relation to these 210,000,000 new shares of BF HOLDING AG shall take place at the earliest at the day of the legal effectiveness of the registration of the merger with the commercial register and at the latest on 30 June 2015.
With respect to the new 210,000,000 shares of BF HOLDING AG that will be issued in connection with the merger after the execution of the transaction, the voting rights of Mr. Stefan Pierer in BF HOLDING AG, which can be exercised indirectly through Pierer Konzerngesellschaft mbH and Pierer Industrie AG, will increase from currently approximately 75.99% (number of shares: 11,692,086) to approximately 98.36% (number of shares: 221,692,086).

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Emitter:	BF HOLDING AG Edisonstraße 1 4600 Wels Austria
Contact Person:	Mag. Michaela Friepeß
Phone:	+43 7242 69402
E-Mail:	investorrelations@brainforce.co.at
Website:	www.brainforce.co.at
ISIN(s):	AT0000820659 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade); Free Market in Frankfurt