Being AI RTO – Meeting materials

SPECIAL MEETING
of SHAREHOLDERS
28 March 2024

AGENDA
Chairman’s Address
Presentation — Being AI Group of Companies
Resolutions
Closing

CHAIRMAN’S
ADDRESS

Summary of the Being AI Transaction
and the Restructure of the Company
•The purchase of 100% of the shares on issue in Being Consultants
Limited, AGE Limited and Send Global Limited for a total
consideration of $45 million (Reverse Takeover Transaction, or RTO).
•To satisfy the payment of the purchase price, ACE will issue
1,800,000,000 fully paid ordinary ACE shares at an issue price of $0.025
per share to the vendors or their nominees (Consideration Shares).
•Subject to the future attainment of certain share price milestones for the
ACE shares, pursuant to an “earn-in” mechanism over 3 years, the
consideration payable to the vendors of Being Consultants Limited will
be increased by up to a maximum of $35 million. This “earn-in” would be
satisfied by the issue of up to a further maximum 1,399,992,000
additional fully paid ordinary ACE shares at an issue price of $0.025 per
share (Earn-In Shares).
•Capitalisation of $768,000 of the principal indebtedness of ACE to
Excalibur Capital Partners Limited into 30,720,000 fully paid ordinary
ACE shares at an issue price of 0.025 per share (Excalibur Shares).
•Capitalisation of $395,000 of accrued and unpaid directors’ fees will be
capitalised into 15,800,000 fully paid ordinary ACE shares at an issue
price of $0.025 per share (Directors’ Fee Shares).
•The issue of up to 132,000,000 new share options to employees,
contractors and non-executive directors of ACE (including the Being AI
Group) post completion of the RTO.
•The Restructure values the Company at approximately $1.7 million,
including the Company’s current indebtedness and prospective debt as
at the date of completion of the Restructure.

Summary of the Being AI Transaction
and the Restructure of the Company, continued
•The appointment of three new directors of the Company —
David McDonald, Katherine Allsopp-Smith and Joe Jensen.
•Existing directors Keith Jackson and John Cilliers will retire.
•Roger Gower will Chair the Audit & Risk Committee.
•On completion of the Reverse Listing, Sean Joyce will act as Executive
Chair of the Company.
•An increase of $220,000 to the sum of directors’ fees payable —
from a pool of $80,000 per annum to an aggregate sum not exceeding
$300,000 per annum.
•The approval to issue up to 280,000,000 additional new ordinary fully
paid shares during the course of the next 12 months at an issue price not
less than $0.025 per share.
•The adoption of a new Constitution for the Company, which represents
an update of the existing Constitution of the Company to reflect changes
to the NZX Listing Rules and the Companies Act.
•A change to the auditor of the Company to William Buck.
•The Company will change its name to “Being AI Limited.”
•The ticker code of the Company will change to “BAI.”

The Capital Structure of the Company post Restructure
Nature of Shares on issue,
or to be issues
Ordinary Shares% of Total Share Capital
following Restructure
Current shares on issue21,498,8281.15%
Consideration Shares to be issued1,800,000,00096.35%
Directors’ Fee Shares to be issued15,800,0000.85%
Excalibur Shares to be issued30,720,0001.64%
Total1,868,018,828100%

BOARD’S
RECOMMENDATION

The Board
recommends that
ACE shareholders vote
in favour of the RTO
and the Restructure.

The reasons for such a recommendation are:
•The Directors believe that the Acquisition of the Being AI Group should
have materially positive benefits for the following reasons:
oThe body of the Being AI Group assets, namely the Send Global
business, is a well-established business with a significant trading
history.
oThe revenues and earnings for Send Global are steady.
oThe business sectors in which Send Global and AGE School
operates are relatively stable and non-volatile.
oThe Board considers that Send Global and AGE School have a
great deal of opportunity to continue to grow both organically and
via acquisitions in the future.
oSend Global has an experienced executive team well entrenched in
the logistics and parcels sector.
oAGE School has an experienced executive team.
oBeing Consultants Limited has an exceptional executive team
with significant intellectual capital to advance the Being
Consultants Limited, Being Labs and Being Ventures initiatives.
oThe growth and investment opportunities for Being Consultants,
Being Ventures and Being Labs represent a genuinely exciting
opportunity for the Company post restructure given the dynamic
nature of the AI and technology sectors.
oThe earn-in shares will only be earned by the vendor of the
shares in BCL in the event that the share price for the Company
appreciates significantly post completion of the transaction, in
which case all the shareholders of the Company will also have
benefited from a significant appreciation in the Company’s
share value.

•Having regard to the current cash resources of the Company, the value
attributed to the Company as a listed shell as part of the Restructure, and
the business opportunity afforded to the Company with the Acquisition of
the Being AI Group, the Board believes that the proposed RTO and the
Restructure presents a credible and exciting opportunity for the Company
and its shareholders.

PRESENTATION—
BEING AI
GROUP of COMPANIES

“AI is hype. A fad.”
yep, just like that internet thing

Today, AI is an
everyday experience

↑40%
compound growth to 2030
US$1.8 trillion +
Transforming everything digital

Our team founded
& sold NZ’s largest
AI company
We’ve added new talent. A dream team.

We waited for
AI’s inflection point
It’s here

We’ll transform
companies in previously
impossible ways.
Well, in 3 ways.

VENTURES
LABSCONSULTANTS
Reinvention
ReimaginingRe-engineering

With so few
AI experts in NZ,
we’ve become a beacon
for AI talent

AI is
New Zealand’s
new ‘refrigeration’
moment

Welcome to Being AI

RESOLUTIONS

RESOLUTION 1
Acquisition of 100% of the shares on issue in Being Consultants Limited,
AGE Limited and Send Global Limited (“Being AI Group”)
Special Resolution • Listing Rules 4.14.1, 5.1.1 and 5.2.1, and Section 129 of the Companies Act 1993
To consider and, if thought fit, pass the following resolution as a special resolution of the Company:
“The Reverse Listing Agreement entered into between the Company and the shareholders of the Being
AI Group (“Sale Agreement”), pursuant to which the Company has agreed to acquire 100% of the shares
on issue in the Being AI Group (“Being AI Shares”) for an initial purchase price of $45 million and an
additional purchase price payable of up to $35 million, which would bring the total purchase price
payable to up to $80 million. This consideration will be satisfied by the issue of:
a)in respect of the initial purchase price payable of $45 million, 1,800,000,000 new ordinary fully
paid shares in the Company, at an issue price of $0.025 cents per share, to the shareholders of the
Being AI Group (or their nominees); and
b)in respect of the additional purchase price payable of up to $35 million and subject to the
achievement of certain share price milestones pursuant to an earn-in mechanism referred to in
resolution 1, up to a further 1,399,992,000 new ordinary fully paid shares in the Company, at an
issue price of not less than $0.025 cents per share, to the shareholders of Being Consultants
Limited (or their nominees);

and the transactions described in the Sale Agreement are approved, and that the Directors be
authorised to take all actions, do all things and execute all documents and agreements necessary or
considered by them to be expedient to give effect to such transactions. Without limiting this resolution,
in the event that a vendor is liable to the Company under a valid breach of warranty claim, the Company
at the election of the relevant vendor, is approved to acquire and cancel shares in the Company for the
amount of a valid claim at the greater of:
a)$0.025 cents per share; and
b)the volume weighted average price of the Company’s shares traded on the NZX Main Board in the
20 business days prior to the date of cancellation.”
The implementation of this resolution is conditional upon all of Resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 2
Issue of 1,800,000,000 ordinary fully paid shares to the shareholders of
the Being AI Group (“Consideration Shares”)
Ordinary Resolution • Listing Rules 4.1.1 and 5.2.1, and Rule 7(d) of the Takeovers Code
If resolution 1 is passed, to consider, and if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“The Directors of the Company are authorised to issue 1,800,000,000 ordinary fully paid shares in the
Company to the shareholders of the Being AI Group or their nominees as specified in the Explanatory
Notes to resolution 2, at an issue price of $0.025 per share in satisfaction of the initial purchase price
payable of $45 million under the Sale Agreement (“Consideration Shares”) on the date of the completion
of the acquisition of the Being AI Group, and are further authorised to take all actions, do all things and
execute all documents and agreements necessary or considered by them to be necessary or expedient to
issue the Consideration Shares, such Consideration Shares when issued, shall rank pari passu (equally)
with all existing ordinary shares of the Company.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 3
Issue of up to 1,399,992,000 additional ordinary fully paid shares to the
shareholders of Being Consultants Limited (“Earn-In Shares”)
Ordinary Resolution • Listing Rule 4.1.1 and Rule 7(d) of the Takeovers Code
If resolution 2 is passed, to consider, and if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“The Directors of the Company are authorised to:
a)issue a maximum of up to 1,399,992,000 ordinary fully paid shares in the Company to the
shareholders of Being Consultants Limited as specified in the Explanatory Notes to resolution 3, at
an issue price of not less than $0.025 per share in satisfaction of the Company’s prospective
obligations under the Sale Agreement in respect of the possible increase to the purchase price
payable by the Company to acquire the shares in Being Consultants Limited in accordance with the
earn-in mechanism detailed in the Explanatory Notes to Resolution 3 (“Earn-In Shares”); and

b)take all actions, do all things and execute all documents and agreements necessary or considered by
them to be necessary or expedient to issue the Earn-In Shares, such Earn-In Shares if issued, shall
rank pari passu (equally) with all existing ordinary shares of the Company.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 4
Issue of 120,000,000 new ordinary fully paid shares to investors
(“Capital Raise Shares”)
Ordinary Resolution • Listing Rule 4.1.1
If resolution 3 is passed, to consider, and if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“The Directors of the Company are authorised to:
a)issue up to 120,000,000 ordinary fully paid shares in the Company to investors
(“Capital Raise Shares”) at an issue price of not less than $0.025 per Capital Raise Shares; and
b) take all actions, do all things and execute all documents and agreements necessary or considered by
them to be necessary or expedient to issue the Capital Raise Shares,
such Capital Raise Shares when issued, shall rank pari passu (equally) with all existing ordinary shares
of the Company.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 5
Issue of 30,720,000 new ordinary fully paid shares
to Excalibur Capital Partners Limited (“Excalibur Shares”)
Ordinary Resolution • Listing Rules 4.1.1 and 5.2.1
If resolution 4 is passed, to consider, and if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“The Directors of the Company are authorised to:
a)issue 30,720,000 ordinary fully paid shares in the Company to Excalibur Capital Partners Limited
(“Excalibur Shares”) at an issue price of $0.025 per Excalibur Share; and
b)take all actions, do all things and execute all documents and agreements necessary or considered by
them to be necessary or expedient to issue the Excalibur Shares,
such Excalibur Shares when issued, shall rank pari passu (equally) with all existing ordinary shares of
the Company.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 6
Issue of 15,800,000 new ordinary fully paid shares to all existing
ACE Directors and one former ACE Director (“Directors’ Fee Shares”)
in satisfaction of accrued Directors Fees
Ordinary Resolution • Listing Rules 4.2.1 and 5.2.1
If resolution 5 is passed, to consider, and if thought fit, pass the following resolution as an ordinary
resolution of the Company:
"The Directors of the Company are authorised to:
a)issue 15,800,000 new ordinary fully paid shares in the Company to the existing directors of the
Company and one former director of the Company (“Directors’ Fee Shares”) at an issue price of
$0.025 per share, which shares shall be issued to existing and former directors in satisfaction of
their accrued and unpaid directors’ fees up to the date of the completion of the Restructure; and

b) take all actions, do all things and execute all documents and agreements necessary or considered by
them to be necessary or expedient to issue the Directors’ Fee Shares,
such Directors’ Fee Shares when issued, shall rank pari passu (equally) with all existing ordinary shares
of the Company.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 7
Appointment of
David McDonald as Director
Ordinary Resolution
If resolution 6 is passed, to consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“David McDonald be appointed as a director of the Company with effect from completion
of the Restructure.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 8
Appointment of
Katherine Allsopp-Smith as Director
Ordinary Resolution
If resolution 7 is passed, to consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“Katherine Allsopp-Smith be appointed as a director of the Company with effect from completion
of the Restructure.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 9
Appointment of
Joe Jensen as Director
Ordinary Resolution
If resolution 8 is passed, to consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“Joe Jensen be appointed as a director of the Company with effect from completion of the Restructure.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 10
Approval of Directors’ Fees
Ordinary Resolution
If resolution 9 is passed, to consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“That the aggregate maximum amount of fees which can be paid to the Directors be increased
by $220,000 from the current pool of $80,000 per annum to an aggregate sum not exceeding
$300,000 in respect of each financial year, where such amount (or lesser amount determined by
the Directors for a financial year) will be divided among the Directors in such proportion and in
such manner as they may agree.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 11
Issue of up to 132,000,000 Options to Employees, Contractors,
and Non-executive Directors
Ordinary Resolution • Listing Rule 4.2.1
If resolution 10 is passed, to consider and, if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“The Directors of the Company are authorised to:
a)issue up to 132,000,000 options to acquire ordinary shares in the Company, to employees,
contractors, and to non-executive Directors of the Company on the terms set out in the
Explanatory Notes accompanying this Notice of Meeting; and
b)take all action, do all things, and execute all documents and agreements necessary or considered by
them to be expedient to give effect to the issue of the options.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 12
Issue of up to 280,000,000 new ordinary fully paid shares
to third parties (“Post Completion Shares”)
Ordinary Resolution • Listing Rule 4.2.1
If resolution 11 is passed, to consider, and if thought fit, pass the following resolution as an ordinary
resolution of the Company:
“The Directors of the Company are authorised to:
a)issue up to 280,000,000 new ordinary fully paid shares in the Company to third parties (“Post
Completion Shares”) at an issue price of not less than $0.025 per Post Completion Share, at any time
during the course of the 12 month period following the date of the Special Meeting; and
b)take all actions, do all things and execute all documents and agreements necessary or considered by
them to be necessary or expedient to issue the Post Completion Shares,
such Post Completion Shares when issued, shall rank pari passu (equally) with all existing ordinary
shares of the Company.”
The implementation of this resolution is conditional upon all of resolutions 1 to 12 being approved by the
shareholders of the Company.

RESOLUTION 13
Revocation of existing constitution and adoption
of a new constitution
Special Resolution
To consider, and if thought fit, pass the following resolution as a special resolution of the Company:
“That the existing constitution of the Company is revoked, and the form of constitution tabled at the
Meeting, and referred to in the Explanatory Notes to Resolution 14 of this Notice of Meeting, is
adopted as the constitution of the Company.”
The implementation of this resolution is not conditional upon all of resolutions 1 to 12 and 14 being
approved by the shareholders of the Company.

RESOLUTION 14
Appointment of William Buck as auditor and authorisation
of the Board to fix auditor’s remuneration
Ordinary Resolution
To consider, and if thought fit, pass the following resolution as an ordinary resolution of the Company:
“To appoint William Buck Audit (NZ) Limited as the auditor of the Company and that the Board be
authorised to fix the fees and expenses of William Buck Audit (NZ) Limited as auditor of the Company
for the ensuing year.”
The implementation of this resolution is not conditional upon all of resolutions 1 to 13 being approved by
the shareholders of the Company.

CLOSING