Brain Force Holding AG: Announcement according to § 93 para 2 Austrian Stock Exchange Act

Vienna (pta022/01.07.2013/16:10 UTC+2) Vienna, 1 July 2013 - BRAIN FORCE HOLDING AG announces, that it was informed pursuant to § 91a Austrian Stock Exchange Act ("BörseG") by Pierer Industrie AG, Pierer Finanzierungs GmbH, Pierer GmbH and Mr. Stefan Pierer as follows:

Initial Situation

Since 18 June 2013 Pierer Industrie AG holds 8,829,777 shares in BRAIN FORCE HOLDING AG; this equals voting rights and a share capital participation in BRAIN FORCE HOLDING AG of approximately 57.39%.

On 7 June 2013 Pierer Industrie AG has published a voluntary takeover bid pursuant to § 25a of the Austrian Takeover Act addressed to the shareholders of BRAIN FORCE HOLDING AG for the acquisition of all shares of BRAIN FORCE HOLDING AG, in so far as they are not owned by Pierer Industrie AG and parties acting in concert with Pierer Industrie AG (the "Offer"). Shareholders could accept the offer until 21 June 2013. Until the end of the acceptance period a total of 3,404,214 shares of BRAIN FORCE HOLDING AG have been delivered to UniCredit Bank Austria AG as paying agent; this equals voting rights and a share capital participation in BRAIN FORCE HOLDING AG of approximately 22.12%.

By ways of the acceptance of the Offer in the course of the takeover bid a share transfer agreement has been stipulated between the accepting shareholders of BRAIN FORCE HOLDING AG and Pierer Industrie AG ("Contractual Transaction"). The offer price in the amount of EUR 0.80 per share will be paid to the accepting shareholders at the latest on 5 July 2013 against the transfer of the shares ("Transfer of Ownership").

Pierer Industrie AG

Due to the delivery of shares in the course of the takeover bid Pierer Industrie AG is holding an instrument pursuant to § 91a BörseG regarding the acquisition of 3,404,214 shares of BRAIN FORCE HOLDING AG. The voting rights, which are held pursuant to § 91a BörseG, on 21 June 2013 have reached and exceeded the thresholds of 4%, 5%, 10%, 15% and 20% (approximately 22.12%; 3,404,214 shares).

The voting rights which can be exercised by Pierer Industrie AG pursuant to § 91 BörseG amount to 57.39% (8,829,777 shares). With the execution of the Transfer of Ownership on or around 5 July 2013 the voting rights which can be exercised by Pierer Industrie AG pursuant to § 91 BörseG will reach and exceed the threshold of 75% (amount of voting rights: approximately 79.51%; 12,233,991 shares).

Pierer Finanzierungs GmbH

The voting rights of Pierer Finanzierungs GmbH in BRAIN FORCE HOLDING AG pursuant to § 91a BörseG, held indirectly via Pierer Industrie AG, have reached and exceeded the thresholds of 4%, 5%, 10%, 15% and 20% on 21 June 2013 (approximately 22.12%; 3,404,214 shares).

The voting rights of Pierer Finanzierungs GmbH purusant to § 91 BörseG, exercisable indirectly via Pierer Industrie AG, amount to approximately 57.39% (8,829,777 shares). With the execution of the Transfer of Ownership on or around 5 July 2013 the voting rights pursuant to § 91 BörseG which can be exercised by Pierer Finanzierungs GmbH indirectly via Pierer Industrie AG will reach and exceed the threshold of 75% (amount of voting rights: approximately 79.51%; 12,233,991 shares).

Pierer GmbH

The voting rights of Pierer GmbH in BRAIN FORCE HOLDING AG pursuant to § 91a BörseG, held indirectly via Pierer Finanzierungs GmbH and Pierer Industrie AG, have reached and exceeded the thresholds of 4%, 5%, 10%, 15% and 20% on 21 June 2013 (approximately 22,12%; 3,404,214 shares).

The voting rights of Pierer GmbH purusant to § 91 BörseG, exercisable indirectly via Pierer Finanzierungs GmbH and Pierer Industrie AG, amount to approximately 57.39% (8,829,777 shares). With the execution of the Transfer of Ownership on or around 5 July 2013 the voting rights pursuant to § 91 BörseG which can be exercised by Pierer GmbH indirectly via Pierer Finanzierungs GmbH and Pierer Industrie AG will reach and exceed the threshold of 75% (amount of voting rights: approximately 79.51%; 12,233,991 shares).

DI Stefan Pierer

The voting rights of DI Stefan Pierer in BRAIN FORCE HOLDING AG pursuant to § 91a BörseG, held indirectly via Pierer GmbH, Pierer Finanzierungs GmbH and Pierer Industrie AG, have reached and exceeded the thresholds of 4%, 5%, 10%, 15% and 20% on 21 June 2013 (approximately 22,12%; 3,404,214 shares).

The voting rights of DI Stefan Pierer purusant to § 91 BörseG, exercisable indirectly via Pierer GmbH, Pierer Finanzierungs GmbH and Pierer Industrie AG, amount to approximately 57.39% (8,829,777 shares). With the execution of the Transfer of Ownership on or around 5 July 2013 the voting rights pursuant to § 91 BörseG which can be exercised by DI Stefan Pierer indirectly via Pierer GmbH, Pierer Finanzierungs GmbH and Pierer Industrie AG will reach and exceed the threshold of 75% (amount of voting rights: approximately 79.51%; 12,233,991 shares).

For questions please contact:
Mag. Hannes Griesser
Am Hof 4
1010 Vienna
Tel: +43(0) 1 263 09 090

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Emitter:	Brain Force Holding AG Am Hof 4 1010 Wien Austria
Contact Person:	Mag. Hannes Griesser
Phone:	+43 1 263 09 09 0
E-Mail:	InvestorRelations@brainforce.com
Website:	www.brainforce.com
ISIN(s):	AT0000820659 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade); Free Market in Frankfurt