BRAIN FORCE Group
14.04.2004 17:43
Ad-hoc: BRAIN FORCE SOFTWARE AG: Orderly capital increase

The Executive Board hereby announces that it was unanimously agreed at the extraordinary shareholders' meeting of the company held on 14th April 2004 to raise the capital stock of the company from the current level of EUR 7,252,183 by up to EUR 3,000,000 to up to EUR 10,252,183 by issuing up to 3,000,000 shares payable to owners (ordinary shares) against cash contribution with a maximum performance period of six months from the time of the decision being made.

The issue price of the new shares will be determined by the Executive Board at between EUR 3.00 and EUR 4.00, with the consent of the supervisory board and with due reasonable discretion. To adopt the capital increase, the Capital Bank, GRAWE Gruppe AG, Burgring 16, 8010 Graz, in accordance with § 153 subsection 6 of the Public Limited Companies Act and formally excluding the subscription right of the shareholders has been appointed to offer the new shares to the shareholders for acquisition. The new shares convey full profit participation rights from 1st January 2003. With the consent of the supervisory board, the Executive Board has been authorised to determine the details of the capital increase and its execution.

The Executive Board reserves the right to supplement the agreed orderly capital increase described above by partly or wholly utilising the authorised capital of EUR 3,626,091 also agreed at the aforementioned extraordinary shareholders' meeting, thereby effecting a cash capital increase of up to EUR 6,626,091 by means of which the capital stock of the company would be raised from the current level of EUR 7,252,183 to up to EUR 13,878,274 by issuing up to 6,626,091 shares payable to owners (ordinary shares) against cash contribution.