Share Purchase Plan

Corporate Action Notice
(Other than for a Distribution)

Page 1 of 2
Section 1: Issuer information (mandatory)
Name of issuer Being AI Limited
Class of Financial Product Ordinary Shares
NZX ticker code BAI
ISIN (If unknown, check on NZX
website)
NZECHE0001S8
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X
Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction

Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement
Record date 11/09/2024
Ex Date (one business day before the
Record Date)
10/09/2024
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
No
Details of approvals required Not applicable
Section 6: Share Purchase Plans/retail offer
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
9,340,000
Minimum application amount (if any) No minimum
Maximum application amount per
Equity Security holder
$50,000
Subscription price per Equity Security $0.60
Scaling reference date Scaling according to the record date of 11/09/2024
Closing date 24/09/2024
Allotment date 30/09/2024

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Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed No
Name of Lead Manager(s) Not applicable
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
Not applicable
Underwritten No
Name of Underwriter(s) Not applicable
Extent of underwriting (i.e. amount or
proportion of the offer that is
underwritten)
Not applicable
Fees, commission or other
consideration payable to Underwriter(s)
for acting as underwriter(s)
Not applicable
Summary of significant events that
could lead to the underwriting being
terminated
Not applicable
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Sean Joyce
Contact person for this announcement Sean Joyce
Contact phone number +64 21 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 12/09/2024

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100646740/3437-3229-1887.1
12 September 2024
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
Notice pursuant to clause 20(1)(a) of Schedule 8 to the
Financial Markets Conduct Regulations 2014: Being AI Limited Share Purchase Plan
Being AI Limited (NZX: BAI) (Being AI) intends to undertake a share purchase plan to its
existing shareholders with an address in New Zealand (or such other jurisdictions where
Being AI is satisfied the offer may be lawfully made and accepted), which is not underwritten,
and the placement of any shortfall to the extent permitted by the NZX Main Board Listing
Rules (together, the Offer).
The Offer will consist of an issue of up to 9,340,000 new shares under the SPP with a
maximum application amount of NZ$50,000 per eligible shareholder. The Offer will open on
12 September 2024.
The Offer is of fully paid ordinary shares of the same class as already quoted on the NZX Main
Board of NZX Limited. The Offer will be made pursuant to NZX Main Board Listing Rules
4.3.1(c), 4.4.1, 4.17.8 and will be made at a price of NZD$0.60.
Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014
(FMC Regulations), and the Financial Markets Conduct Act 2013 (FMCA), Being AI states that:
• Being AI is making the Offer in reliance upon the exclusion in clause 19 of Schedule 1 to
the FMCA and is giving this notice under clause 20(1)(a) of Schedule 8 to the FMC
Regulations.
• As at the date of this notice, Being AI is in compliance with the continuous disclosure
obligations that apply to it in relation to ordinary shares in Being AI, and there is no
information that is “excluded information” as defined in clause 20(5) of Schedule 8 to the
FMC Regulations.
• As at the date of the notice, Being AI is in compliance with its financial reporting
obligations.
The Offer is not expected to have any material effect or consequence on the control of Being
AI.
Yours faithfully

Sean Joyce
Executive Chair
Being AI Limited

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100646740/3461-9778-6159.1

12 September 2024
Being AI Limited
(”Being AI”, or the “Company”)
NZ SHARE PURCHASE PLAN TO SUPPORT INCREASED INVESTMENT IN BUSINESS
Being AI Limited (NZX: BAI) has announced its intention to undertake a share purchase plan to its
existing shareholders with an address in New Zealand (SPP). The SPP is not underwritten.
The purpose of the SPP is to raise funds (after issue costs) for deployment across the following
initiatives:
• Acquiring complimentary businesses within the IT Infrastructure & Services vertical.
• Investment in the development of new technology for deployment across BAI’s various
business divisions.
• The development and launch of new Charter school initiatives.
The SPP will be open to existing shareholders recorded in the Company’s share register as having
a New Zealand address at 5.00pm on 11 September 2024 (Eligible Shareholders).
The SPP will result in up to 9,340,000 new shares issued in Being AI (New Shares). Eligible
Shareholders will be able to apply for up to $50,000 of new shares. The board of directors of Being
AI may, in its full discretion, accept any oversubscriptions which will be scaled according to the
Record Date. The issue price for the SPP is NZ$0.60 per share.
Indicative timetable
1

Announcement of SPP 12 September 2024
Record Date for determining eligibility of
shareholders for the SPP
5.00pm on 11 September 2024
Opening Date of SPP 12 September 2024
Closing Date of SPP (last day for online
applications with payment), unless extended
by Being AI
5.00pm on 24 September 2024
Allotment and issue of New Shares 30 September 2024
Statements dispatched On or around 30 September 2024

1
Dates are subject to change and are indicative only. Being AI reserves the right to amend this timetable
(including by extending the Closing Date) subject to applicable laws and the NZX Listing Rules. Being AI reserves
the right to withdraw the SPP and issue New Shares at any time before the Issue Date in its absolute discretion.

100646740/3461-9778-6159.1
Additional information
Nothing contained in this announcement constitutes investment, legal, tax or other advice.
Investors are encouraged to seek appropriate professional advice before making any investment
decision.
For any questions in respect of the Offer, please contact Computershare Investor Services Limited
at +64 9 488 8787 or email beingai@computershare.co.nz. For other questions, investors should
contact their financial or legal adviser.
Authorised for release by the Chair of Being AI.
For more information on the content of this announcement, please contact:
Sean Joyce
Executive Chairman
Being AI Limited
Contact: +
64 21 865 704

Important Notices and Disclaimer
This announcement has been prepared for publication in New Zealand, and may not be released
to US wire services or distributed in the United States. This announcement does not constitute an
offer to sell, or a solicitation of an offer to buy, securities in the United States or any other
jurisdiction. Any securities described in this announcement have not been, and will not be,
registered under the US Securities Act of 1933 (the “US Securities Act”) or the securities laws of
any state of other jurisdiction of the United States, and may not be offered or sold in the United
States except in transactions exempt from, or not subject to, registration under the US Securities
Act and applicable US state securities laws.