The basic premise behind the decision of Brain Force Software AG to announce the preparation of a voluntary takeover bid for Topcall International AG on 1st June 2004 was in particular the assumption that Topcall International AG had an open shareholder structure with broad dispersion and neutrally disposed administrative bodies and that no material adverse changes would arise prior to bid submission, in particular that Topcall International AG would not be controlled or taken over by another shareholder (or shareholder group).

This basis and premise has now ceased to exist following the course of the shareholders' meeting of Topcall International AG on 21st June 2004. It has now been established that the sole purpose of the shareholders' meeting of 21st June 2004 was to further strengthen the legal position of the shareholder group linked to the private foundations IF-Innovationsförderungs-Privatstiftung and WIHL-Privatstiftung. This aim was achieved by means of concerted joint action by this shareholder group, which held over 75% of voting rights at the shareholders' meeting. Following elections to the supervisory board, this group now controls not only the shareholders' meeting but also the supervisory board and thus the Executive Board.

Owing to the fact that these circumstances have made any constructive takeover impossible, the Executive Board of Brain Force Software AG will now pursue other acquisition projects in the interests of both companies. We will report on these in due course.