2014 BRAIN FORCE HOLDING AG • Austrian Takeover Commission

Offeree company	BRAIN FORCE HOLDING AG (FN 78112x)
ISIN	AT0000820659
Offeror	Pierer Industrie AG
Acceptance period	22 Dec 2014 to 02 Feb 2015, 23:59 Vienna local time
Offer price	EUR 1.80 per share
Offer volume	4,042,650 share
Premium	10.02% (3m); 7.00% (6m); 7.97% (12m)
Conditions	The offer is subject to the condition precedent that the Offeror receives acceptance declarations for at least 1,014,960 shares of the Offeree Company by the end of the acceptance period on 2 February 2015 (around 6.6% of the share capital) (minimum acceptance threshold), thus the share held by the Offeror in the share capital and in the voting rights of the Offeree Company reaches the threshold of 60% (cf section 4 of Offer Document). Supplement of 23 December 2014: The condition precedent was met on 22 December 2014; see the announcement below.
Paying agent	UniCredit Bank Austria AG, Schottengasse 6-8, 1010 Vienna, FN 150714p
Share held by Offeror prior to announcement of bid	8,288,124 shares, 53.87%
Waiver of delivery	The bid has the goal of acquiring all shares of the Offeree Company (ISIN AT0000820659) that are not owned by the Offeror or by parties acting in concert with it or by shareholders who have entered into a non-delivery agreement with the Offeror. Michael Hofer has a non-delivery agreement with the Offeror for 1,452,695 shares (around 9.44% of the share capital). The Offeror has the intention of entering into a share purchase agreement with the shareholder Qino Flagship AG until the end of the acceptance period for 1,603,273 shares (around 10.42% of the share capital). Qino Flagship AG has agreed with the Offeror not to deliver the shares it holds, i.e. 1,603,273 shares of the Offeree Company into the offer. The share purchase agreement is subject to the condition precedent that the minimum acceptance threshold of this offer is reached. The Offeree Company owns 71,038 (own) shares (around 0.46% of the share capital) and has a non-delivery agreement with the Offeror with respect to these 71,038 (own) shares. See section 3.1. of the Offer Document.