SPH – 2061 and connected persons

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Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Being AI Limited (BAI) (previously Ascension Capital Limited)
Date this disclosure made: 3 April 2024
Date on which substantial holding began: 28 March 2024
Substantial product holder giving disclosure
Full names: 2061 LP, Christian Family Trust Limited and E K Trust Limited
Summary of substantial holding
Class of quoted voting products: Ordinary shares (BAI)
Summary for 2061 LP, Christian Family Trust Limited and E K Trust Limited
For this disclosure,—
(a) total number held in class: 1,270,000,000
(b) total in class: 1,868,018,828
(c) total percentage held in class: 67.986%
Details of relevant interests
Details for 2061 LP and E K Trust Limited
Nature of relevant interest: 2061 LP is the registered holder of financial products in its own
right and a holder of financial products for its sole limited partner, Christian Family Trust
Limited, as described below. The relevant interest is qualified by the terms of the option
granted to E K Trust Limited described below.
For that relevant interest,—
(a) number held in class: 1,270,000,000
(b) percentage held in class: 67.986%
(c) current registered holder: 2061 LP
(d) registered holder once transfers are registered: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure: 2061 LP (2061) was
issued 1,270,000,000 new ordinary fully paid shares in Being AI Limited (BAI) (at an issue
price of $0.025 per share) on 28 March 2024 in connection with the reverse listing of the
Being AI group. 2061 acquired 1 billion of these shares for $25 million in consideration for
the sale of Send Global Limited to BAI. 2061 also holds 270 million shares in BAI at the
direction of Christian Family Trust Limited (CFT), as trustee for the Evan Christian Family

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Trust, as part of the consideration for the sale of AGE Limited to BAI. CFT is also currently
the sole limited partner in 2061.
On 29 March 2024 CFT granted E K Trust Limited (EKT), as trustee for the EK Trust, an
option to acquire all of the limited partnership interest in 2061, and the beneficial interest
that CFT has in 270 million shares that 2061 holds in BAI, for $31,750,000 in aggregate
exercisable on written notice to be given by EKT to CFT at any time prior to 31 March 2026
(or such later period EKT and CFT may agree in writing) (the Option). A copy of the Option
deed is attached (1 page).
Evan Christian and Katherine Allsopp-Smith, as directors of the general partner for 2061
and the trustee for CFT, have effective control of the voting rights in all BAI shares held by
2061.
Additional information
Address of substantial product holder: 9 Rarere Road, Takapuna, Auckland, 0622, New
Zealand
Contact details: Evan Christian – +64 21 963463 – evanchristian@wilshire.co.nz
Nature of connection between substantial product holders: 2061, CFT and EKT are under
the effective control of Evan Christian and Katherine Allsopp-Smith.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Not applicable.
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Katherine Allsopp-Smith is a director of Being AI Limited and Evan Christian is her
alternate director. These disclosures also constitute disclosure for the purposes of the
directors’ and senior managers’ disclosure obligations
Certifications
I, Evan Russell Christian, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly authorised to make
this disclosure by all persons for whom it is made.

29 March 2024
Background
2061 LP (2061) holds 1,270,000,000 shares and the associated voting rights in Being AI
Limited (BAI) as a long term investment. 2061 acquired 1 billion of those shares on
28 March 2024 for $25 million in consideration for the sale of Send Global Limited to BAI.
2061 also holds 270 million shares in BAI at the direction Christian Family Trust Limited
(CFT), as trustee for the Evan Christian Family Trust, as part of the consideration for the CFT
sale of AGE Limited to BAI also completed on 28 March 2024. 2061 has no liabilities.
Evan Christian and Katherine Allsopp-Smith, as directors of the general partner for 2061 and
the trustee for CFT, have effective control of the voting rights in all BAI shares held by 2061.
Option Deed
By this deed, CFT grants E K Trust Limited (EKT), as trustee for the EK Trust, an option to
acquire all of the limited partnership interest in 2061, and the beneficial interest that CFT has
in 270 million shares that 2061 holds in BAI, for $31,750,000 in aggregate by written notice
to be given by EKT to CFT at any time prior to 31 March 2026 (or such later period EKT and
CFT may agree in writing) (the Option).
The consideration for exercise of the Option will be payable in cash and may be left
outstanding as an interest-free on demand debt between EKT and CFT or otherwise satisfied
in such other manner as CFT and EKT may agree in writing at the time of exercise.

Signed as a deed

Christian Family Trust Limited
by:


___________________________
Evan Christian
Director



___________________________
Katherine Allsopp-Smith
Director
E K Trust Limited
by:


___________________________
Evan Christian
Director



___________________________
Katherine Allsopp-Smith
Director