Authorisation to the Management Board to buy back treasury shares

BRAIN FORCE HOLDING AG announces the following resolutions which were passed in the ordinary shareholder meeting held on 28 February 2013:

1. The Management Board is authorised to buy back treasury shares pursuant to §65(1) No. 4 and 8 Austrian Stock Exchange Act within 30 months as of the date the resolution was passed, whereas the amount of shares which can be purchased is limited to 10 per cent of the share capital and the equivalent (purchase price) of each share to be purchased shall not exceed or fall below by 20 per cent of the average market price of the preceding five trading days. The authorisation can be invoked by the company, its group companies or by third parties for their account as a whole or in several tranches for one or several purposes. The treasury shares can be purchased via the stock exchange or outside thereof.
2. The Management Board, with the approval of the Supervisory Board, is authorized for a period of 5 years from the passing of the resolution to determine a type of sale for the sale of treasury shares other than via the stock exchange or via a public offer with the exclusion of subscription rights of shareholders and to determine the conditions of the sale, whereby the shareholders’ subscription rights can only be excluded if these shares are granted as consideration in the course of the acquisition of businesses, undertakings, part of undertakings or shares in one or more national or international companies or for the scope to redeem stock options of employees, executive employees or members of the management board. This authorisation can be executed one or several times repeatedly, entirely or in parts, individually or jointly and is granted for the maximum legally permissible duration.
3. The Management Board is authorised to withdraw treasury shares without further resolutions of the shareholders’ meeting.
4. The existing authorization for the purchase of treasury shares pursuant to § 65(1) No. 4 and 8 Austrian Stock Exchange Act granted by resolution of the shareholders’ meeting held on 2 March 2011 is revoked.