Call for Ordinary Shareholders’ Meeting to approve the preliminary Financial Statements and for the free allotment of Brainspark Plc shares to AISoftw@re shareholders

Milan, 24 March 2003

With reference to the press release of 28th February 2003, AISoftw@re specifies that it will call an Ordinary General Meeting which has been postponed to 28 April 2003 in first call and 29 April in second call.

The following matters are on the agenda for discussion:

Presentation and approval of the annual Statutory and Group Financial Statements from AISoftw@re. 
Free allotment to AISoftw@re shareholders of the entire shareholding in Brainspark Plc, owned by AISoftw@re, representing 77.3% of Brainspark’s share capital 
Through the free allocation of shares in Brainspark to AISoftw@re shareholders, a further objective in the strategic plan of the AISoftw@re Group first announced during 2001 has been achieved.

The plan’s first objective concerned the rationalising of the industrial operations (core business), and this was pursued by setting up and putting into full market operation all the companies in the Medical Solutions software sector and in the sector for managing complex projects (Technologies & Solutions and Professional Services). This process will be completed within the first half of 2003 by turning the current Financial Solutions Business Area (software for the banking and financial market) into the Group’s fourth industrial company.

The second objective in the strategic plan has aimed at perfecting the investment and development initiatives (incubators) for participating in companies not directly connected with the core business but showing interesting growth potential. Through the takeover bid made on Brainspark Plc at the beginning of 2002, which brought about the acquisition of a company already listed on the AIM share index at London, together with the subsequent transfer of Infusion SpA’s equity investments to Brainspark Plc (through the UK financial vehicle, Infusion 2002 Ltd – see press release of 29th October 2002), the ground was prepared to separate the two areas (core business and incubators).

This new organisational set up will make it possible to better understand the performance of these two very different sectors in their type of business, ways and times of returns on investments, assessing them against other directly comparable businesses in the market.
AISoftw@re’s shareholders will have two distinct financial instruments available (respectively, the shares in AISoftw@re listed in Italy on the Nuovo Mercato index and, in Brussels, on Nasdaq Europe, and the shares in Brainspark listed on AIM at the London SE), both of which can be traded on primary financial markets, thereby enabling shareholders to handle their own portfolio strategies in a more direct and targeted way.

Substantially, this operation appears as a free allotment of 21.21 shares in Brainspark (gross of any rounding up or down) for each AISoftw@re share held by means of distributing part of the amounts allocated to the share premium reserve. The allotment date and the way of calculating the rounding and utilising the allotment will be defined and communicated shortly. The operation should be perfected within the first half of 2003.

The distribution of the reserves to shareholders does not constitute a gain for tax purposes (article 44 or Presidential Decree 917/86), and thus does not constitute revenues for shareholders receiving Brainspark PLC shares. 
Again, purely in fiscal terms, the allocation of Brainspark PLC shares to AISoftw@re shareholders will affect the cost acknowledged fiscally for AISoftw@re shares, reducing it to Euro 1.452 per share. The result is that any capital gains possible from the future sale of AISoftw@re shares held on the date of allocating Brainspark PLC shares will be calculated based on the purchase price less the above amount of Euro 1.452 per share.

It should also be noted that, in order to make the above operation achievable, Infusion S.p.A. has recently transferred its shares held in Brainspark PLC to the parent company AISoftw@re S.p.A. 

“The de-merging of Brainspark through this operation”, explains Francesco Gardin, CEO and Chairman of AISoftw@re S.p.A., “will enable AISoftw@re’s management to concentrate its efforts and resources on the core business of industrial operations, focused on the development of vertical software solutions for the financial, medical and software technologies markets. On the other side, the new team at Brainspark will embark on the financial and venture capital operations. This new structure has also be designed with a view to making the value of the industrial and financial operations in the AISoftw@re Group more visible”.


AISoftw@re
The AISoftw@re Group S.p.A. is a company specialised in the design and development of software technologies with a high content of innovation, aimed at vertical, financial, medical imagining, textile markets, and horizontal markets for high technological content integration projects. Founded in 1983, the parent company – AISoftw@re S.p.A. – is currently listed on NASDAQ Europe (AISW) and on the Nuovo Mercato of the Italian Stock Exchange (AISW). Consolidated revenues in 2001 were Euro 26.7 million.

AISoftw@re works through three vertical companies: AISoftw@re Medical Solutions & Program S.p.A.(digital imaging), AISoftw@re Technologies & Solutions S.p.A. and AISoftw@re Professional Services S.p.A (complex technological projects). The current Financial Solutions Business Area, specialised in software solutions for the banking and financial world, will form the Group’s fourth industrial company. AISoftw@re has over 460 staff between employees and collaborators, and has operative sites in Milan (headquarters), Rome, Trento, Vicenza and Bologna.


Brainspark
Brainspark is a venture capitalist specialised in investing in IT and B2B professional online services companies. Listed on the Alternative Investment Market (AIM; ticker: BSP), Brainspark is headquartered in London and to date has a portfolio of 13 investments in UK, Italian, Israeli and US companies. Brainspark’s share capital amounts to GB£ 1,847,000 consisting of 187,474,909 shares. Shareholders’ equity, coming from the unaudited Brainspark’s draft financial statement, amounts to GB£ 7,807,000 and the company has distributed no dividends.

The performance of Brainspark’s stock and the price variations in the last 12 months (after the completion of AISoftw@re’s takeover) have been strongly conditioned by the limited floating funds on the market. 77.3% of the shares are currently held by AISoftw@re, while 18.8% are continually held by some investment funds which refer to the US Group XACP (Cross Atlantic Capital Partners), and so the number of shares freely-negotiable on the financial market is below 4%, for a total value (on the basis of the average price recorded in February 2003) of approximately GB£ 200,000.
These shares have been subject to certain small speculative actions that have led to sudden and significant price fluctuations despite being small in volume. At the beginning of January 2003, the price was 3½ p per share which, by the end of January, after various trading operations amounting to several thousand pounds, closed at 2.75p (-21%). From 29 January to 20 March, these shares have not been traded. In the last 52 weeks (Reuters figures), the price has changed from a minimum of 1½ p to a maximum of 4½ p. The average price during the second half of 2002 was 3.28p.
For these reasons, AISoftw@re has not written down the value of its investment in Brainspark in the financial statements, deeming that the fundamental factors and the potential on which the investments were based still substantially apply and have not been reflected in the share’s performance. A very large float such as that which will come about after the free allotment of Brainspark shares to AISoftw@re shareholders will hopefully make it possible to match the performance of the share price with the company’s results and prospects. 

Contacts Press Office:
Mr Marco Mancini
Phone +39-02-28014.1
Fax. +39-02-2610853
E-mail: mmancini@ais.it

Investor Relations:
Ms Alessia Vanzini
Phone +39-02-28014.1
Fax. +39-02-2610853
E-mail: avanzini@ais.it