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SPH – 2061 and connected persons

Insider/Shareholder Notice1 September 2024BAIHealthcare

100591721/3444-9124-3056.1 1
Disclosure of movement of 1% or more in substantial holding

or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To Being AI Limited

Relevant event being disclosed: change in nature of relevant interest

Date of relevant event: 12 August 2024

Date this disclosure made: 2 September 2024

Date last disclosure made: 3 April 2024

Substantial product holder giving disclosure

Full name: 2061 LP (2061) and E K Trust Limited (EKT)

Summary of substantial holding

Class of quoted voting products: Ordinary shares (BAI)

Summary for 2061 LP 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%

For last 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 transactions and events giving rise to relevant event

As disclosed in a substantial product holder notice on 3 April 2024, on 29 March 2024 CFT

granted 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 had in 270 million shares that 2061

held 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 was attached to the substantial product

holder notice dated 3 April 2024. On 12 August 2024, EKT exercised the Option, with the

result that EKT is now the sole limited partner of 2061 in place of CFT and EKT also holds

the beneficial interest in 270 million shares previously held by CFT. CFT no longer has a

relevant interest in any BAI shares.


100591721/3444-9124-3056.1 2

Evan Christian and Katherine Allsopp-Smith, as directors of the general partner for 2061

and the trustee for EKT, continue to have effective control of the voting rights in all BAI

shares held by 2061, with the result that rule 6 of the Takeovers Code has not been

triggered by the exercise of the Option.

Details after relevant event

Details for 2061 LP

Nature of relevant interest(s): 2061 is the registered holder of financial products in its own

right and a holder of financial products for its sole limited partner, EKT, as described

above. 2061’s relevant interest is no longer qualified by the terms of the option granted to

E K Trust Limited described in the substantial product holder notice dated 3 April 2024.

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: N/A

Details for E K Trust Limited

Nature of relevant interest(s): EKT is the beneficial owner of 270 million shares in BAI

For that relevant interest,—

(a) number held in class: 270,000,000

(b) percentage held in class: 67.986%

(c) current registered holder: 2061 LP

(d) registered holder once transfers are registered: N/A

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: Christian Family Trust Limited


100591721/3444-9124-3056.1 3

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.

---

100592663/3446-8267-6524.1 1
Disclosure of ceasing to have substantial holding

Section 279, Financial Markets Conduct Act 2013

To NZX

and

To Being AI Limited

Date this disclosure made: 2 September 2024

Date last disclosure made: 3 April 2024

Date on which substantial holding ceased: 12 August 2024

Substantial product holder(s) giving disclosure

Full name(s): Christian Family Trust Limited (CFT)

Summary of previous substantial holding

Class of quoted voting products: Ordinary shares (BAI)

Summary for Christian Family Trust Limited

For last 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%

For current holding after ceasing to have substantial holding,—

(a) total number held in class: NIL

(b) total in class: 1,868,018,828

(c) total percentage held in class: NIL

Details of transactions and events giving rise to ceasing of substantial holding

As disclosed on 3 April 2024, on 29 March 2024 CFT granted 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 had in 270 million shares that 2061 held 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 was attached to the substantial product holder notice

then. On 12 August 2024, EKT exercised the Option, with the result that CFT no longer

has a relevant interest in any BAI shares.

Evan Christian and Katherine Allsopp-Smith, as directors of the general partner for 2061

and the trustee for EKT, continue to have effective control of the voting rights in all BAI

shares held by 2061, with the result that rule 6 of the Takeovers Code has not been

triggered by the exercise of the Option.


100592663/3446-8267-6524.1 2

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: 2061 LP and E K Trust Limited

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.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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