Issue of Options

Capital Change Notice

Updated as at June 2023

This notice is given under the NZX Listing Rule 3.13.1. Being AI Limited advises that it has issued
options to acquire ordinary shares in Being AI Limited (Options) to certain of its employees and
directors. The Options have been issued under the Being AI Employee Share Option Plan.


Section 1: Issuer information
Name of issuer Being AI Limited
NZX ticker code BAI
Class of financial product
Options to acquire ordinary
shares
ISIN (If unknown, check on NZX website)
N/A. The Options will not be
quoted
Currency NZD
Section 2: Capital change details
Number issued 42,370,000
Nominal value (if any) N/A
Issue price per security N/A
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the issue of Options, in
accordance with the Being AI
Employee Share Option Plan
Rules.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the
Class, excluding any Treasury Stock, in existence)
100% of all Options currently on
issue.
If, on vesting, all Options are
exercised, the ordinary shares
issued would represent 2. 27% of
the ordinary shares in BAI (based
on the number of ordinary shares
and Options currently on issue).
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
Subject to continued employment,
Option holders will be able to
exercise one fifth of the Options
granted to them on each
anniversary of the date of issue
for 5 consecutive years (each, a
Vesting Date). The exercise
period for all vested Options
expires 5 years from the relevant
Vesting Date.
The exercise price for 36,070,000
Options is $0.025, and the
exercise price for the remaining
6,300,000 Options is $0.090.

On exercise of the Options, BAI
may facilitate a cashless (net
settled) exercise by issuing such
number of shares as is equal to
the difference between the then
current market value and the
exercise price, multiplied by the
number of Options being
exercised, divided by the then
current market value.
BAI will pay tax on the Option
holder’s behalf for the taxable
benefit received by the holder
under the plan, but there will be a
reduction in the number of shares
to be issued to such holder on
exercise to the extent the amount
of such tax is greater than the tax
savings available to BAI (or a
subsidiary) in relation to such
benefit.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
The board of BAI has resolved to
offer the Options to selected
employees in order to:
(a) reward and retain key
employees;
(b) drive longer-term performance
and alignment of incentives of
participants with the interests of
BAI’s shareholders; and
(c) encourage longer term
decision-making by participants.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
42,370,000 Options
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Board resolution dated 27 May
2024 and NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Options are subject to the Being
AI Employee Share Option Plan
Rules.
New ordinary shares issued upon
exercise of the Options will rank
equally in all respects with the
ordinary shares already on issue.
Date of issue 28/05/2024

Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Sean Joyce
Contact person for this announcement Sean Joyce
Contact phone number sean@corporate-counsel.co.nz
Contact email address +64 21 865 704
Date of release through MAP 28/05/2024