SPP Offer Document

Share
Purchase Plan
Offer Document
Being AI Limited
12 September 2024
NOT FOR RELEASE TO U.S. WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED2
This is an important document
You should read the whole document before deciding
whether to subscribe for shares. If you have any doubts about
what to do, please consult your financial or legal adviser.
Apply online at www.shareoffer.co.nz/beingai
by 5.00pm (New Zealand time) on 24 September 2024

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED3
Important information
This document has been prepared by Being AI
Limited (Being AI) in connection with its share
purchase plan offer (the Offer) of new ordinary shares
to Eligible Shareholders.
This document is prepared in reliance upon
clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013.
No action has been taken to permit a public
offering of the New Shares in any jurisdiction
outside New Zealand.
The Offer may also be made and accepted in
such other places where a shareholder satisfies
Being AI that the Offer can lawfully be made and
accepted. However, shareholders in the United
States are not eligible to participate in the Offer.
Similarly, shareholders (including trustees,
Custodians and nominees) who hold Shares on
behalf of persons in the United States, or are
acting for the account or benefit of persons in the
United States, are not eligible to participate in the
Offer on behalf of those persons.
The distribution of this document (including an
electronic copy) in a jurisdiction outside New Zealand
may be restricted by law and persons who come
into possession of it (including nominees, trustees or
custodians) should seek advice on and observe any
such restrictions.
No person may subscribe for, purchase, offer, sell,
distribute or deliver New Shares, or be in possession
of, or distribute to any other person, any offering
material or any documents in connection with the
New Shares, in any jurisdiction unless in compliance
with all applicable laws and regulations. Without
limiting the foregoing, this document may not be sent
to or distributed in the United States.
This document does not constitute an offer to sell,
or the solicitation of an offer to buy, any Shares in
the United States or in any place in which, or to any
person to whom, it would not be lawful to make such
an offer or solicitation. The Shares to be offered and
sold under this Offer have not been, and will not be,
registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), or the securities
laws of any state or other jurisdiction of the
Being AI is subject to continuous disclosure
obligations that requires it to notify certain
material information to NZX for the purpose of that
information being made available to participants
in the NZX Main Board financial product market
operated by NZX.
Announcements released by Being AI, including its
most recent annual report and financial statements,
are available at www.nzx.com under ticker code BAI
or at the website www.beingai.group
Being AI may, during the period of the Offer, make
additional announcements to the NZX. To the
maximum extent permitted by law, no announcement
by Being AI to the NZX will permit an applicant to
withdraw any previously submitted application
without Being AI’s prior consent.
Being AI encourages you to read this document and
to seek investment advice from a suitably qualified
professional adviser before you consider investing.
Apply online at www.shareoffer.co.nz/beingai
by 5.00pm on 24 September 2024.
General information
Offering restrictions
Additional information available
under continuous disclosure obligations

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED4
United States, and may not be offered or sold in
the United States or to any person acting for the
account or benefit of a person in the United States
except in accordance with an available exemption
from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act
and any other applicable securities laws.
There is no guarantee that the Offer will proceed nor
any guarantees about the future performance of
Being AI or any return on any investment made under
this document.
The information in this document does not constitute
financial product advice or a recommendation to
acquire New Shares. This document has been
prepared without taking into account the investment
objectives, financial, or taxation situation or particular
needs of any applicant or investor.
This document contains certain statements that
relate to the future. Such forward looking statements
are not a guarantee of future performance and
involve known and unknown risks, uncertainties,
assumptions and other factors, many of which are
beyond the control of Being AI and which may cause
the actual results, performance or achievements of
Being AI to differ materially from those expressed or
implied by such statements.
Under no circumstances should you regard the
inclusion of forward looking statements in this
document as a guarantee of future performance.
The statements, although made in good faith,
Any personal information provided by Eligible
Shareholders online will be held by Being AI and/
or Computershare at the addresses set out in the
Directory. This information will be used for the
purposes of administering your investment in Being
AI and will be disclosed to third parties only with your
consent or if required by law. Under the Privacy Act
2020 (New Zealand), you have the right to access and
correct any personal information held about you.
Shareholders not participating in the Offer will
experience dilution to their current percentage
holding in Being AI.
Being AI reserves the right to cancel the Offer at any
time prior to allotment, in which case all application
monies will be refunded within 10 Business Days of
the Offer being withdrawn. No interest will be payable
on amounts refunded.
The directors have adopted a policy that there will
be no dividend payments or other distributions
made for the foreseeable future. Instead, any surplus
funds will be used to fund immediate and future
growth opportunities.
involve known and unknown risks, uncertainties
and assumptions, many of which are beyond
Being AI’s control.
No Guarantee
Decision to participate in the Offer
Forward Looking Statements
Privacy
Dilution effects of the Offer
Withdrawal of Offer
Dividend Policy

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED5
All dollar amounts referenced in this Offer
Document are in New Zealand dollars.
Capitalised terms used in this Offer booklet have
the specific meaning given to them in the Glossary
at the back of this Offer booklet or in the relevant
section of this Offer booklet.
Enquiries about the Offer can be directed to an
NZX Firm or your financial or legal adviser. If you
have any questions about your entitlement, or how
to apply online, please contact Computershare.
All references to time in this document are to
New Zealand time.
Dollar amounts
Defined terms
Enquiries
Times

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED6
On behalf of the Directors of Being AI Limited (Being AI), we are pleased to offer
you an opportunity to participate in a Share Purchase Plan (SPP) at an issue price
of NZ$0.60 per share.
This SPP represents the first time that Being AI has sought to raise new capital
from its shareholders since it was listed in April 2024.
The particular purpose of the Offer 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.
•
•
•
Eligible shareholders are entitled to apply for up to NZ$50,000 of new shares
under the SPP Offer. Eligible shareholders have until 5.00pm
(New Zealand time) on 24 September 2024 to apply at the following link:
www.shareoffer.co.nz/beingai
Letter from the Executive Chairman
of Being AI Limited
Being AI Limited Share Purchase Plan Offer
Dear Shareholders
12 September 2024

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED7
Before making your investment decision, I encourage you to read this
document and recent information released by Being AI to NZX available
at www.nzx.com under the ticker code BAI, such as the full unaudited results
to 31 March released in May 2024, the annual report released in June 2024,
and the notice of annual meeting released in August 2024.
If you are in doubt as to what you should do, you should consult your financial
or professional adviser or a NZX Broker.
With significant change comes significant opportunity, 2024/2025 is going
to be a big year for everyone, our job at Being AI is to understand what’s coming
and have the vision, structure, team and capital to take advantage of the
opportunity ahead, we will continue to Build, Advise and Invest (BAI) with
the mission to transform industries, innovate ahead of the competition and
find the opportunities missed by many.
The Being AI Board and executive team are excited about the journey ahead
and look forward to sharing our journey with you.
Yours sincerely,
Sean Joyce
Executive Chairman
Being AI Limited

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED8
Key information
An offer of up to NZ$50,000 of New Shares per Eligible Shareholder.
There is no minimum application amount for the Offer.
Shareholders at 5.00pm (NZT) on the Record Date of 11 September
2024 recorded in Being AI’s share register that is in New Zealand as
being a registered holder of Shares. You may not participate if you
reside outside New Zealand, or you are acting for the account or benefit
of a person in the United States. Similarly, if you hold Shares on behalf
of a person who resides outside New Zealand, you may not participate in
respect of that person.
If you wish to participate in this SPP, you apply for a dollar amount of
Shares, not for a certain number of Shares. Eligible Shareholders can
apply for Shares up to a maximum amount of NZ$50,000.
NZ$0.60 per New Share.
The same class as (and rank equally with) existing quoted Shares
on the Issue Date.
Up to 9,340,000 New Shares will be issued under the Offer, being
circa 5% of the Shares on issue in Being AI.
If excess applications are received, scaling will be applied having regard
to Eligible Shareholders’ shareholdings on the Record Date.
Applications must be received by 5.00pm on the Closing Date
(24 September 2024).
Application is made via the online at www.shareoffer.co.nz/beingai
Payment instructions will be provided.
You should read the instructions in this document carefully.
The Offer
Who can participate
Application amount
Issue price
New Shares
Amount of New Shares
being offered
When to apply
How to apply

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED9
Eligible Shareholders should make payment for the exact dollar
amount applied for on the application, in accordance with the share
parcel selected.
Payment for applications made online must be made by direct credit.
Alternatively Eligible Shareholders due any debt from the Company may
offer to set-off some or all of their subscription obligation against some or
all of the debt due to them by notice in writing to the Company.
To be valid, your application (and, if applicable, Custodian Certificates)
and payment must be received by Computershare Investor Services
Limited by 5.00pm (NZT) on 24 September 2024. Applications or payment
received after that date will only be accepted at Being AI’s discretion.
If applicable Custodian Certificates should be returned in the
following manner:
You will receive your New Shares on or about Monday,
30 September 2024, and a statement of your new holding will be sent
by 7 October 2024.
Receiving your Shares
By email to beingai@computershare.co.nz
Please use ‘BAI SPP’ as the subject of the email.

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED10
Important dates
Record Date for eligibility
Opening Date
Closing Date
Allotment and Issue of New Shares
Statements mailed
5.00 pm (NZT), 11 September 2024
12 September 2024
5.00 pm, 24 September 2024
30 September 2024
By 7 October 2024
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 Offer and issue New Shares at any time before the Issue Date
in its absolute discretion.

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED11
Being AI was founded on
the belief that AI’s
transformative impact
across industries is inevitable.
We are founded on past experience—understanding that AI
and advanced technologies will render some industries obsolete
but also drive innovation and create vast new opportunities.
The world is rapidly advancing to a place where AI and emerging
technologies fundamentally change how businesses operate.
We are moving from a marketplace where companies present
curated interfaces, such as websites, apps, SaaS products, or
even salespeople, to a world where AI agents, working on behalf of
individuals, dynamically assemble solutions, apps, and services
from a marketplace of APIs and data in real time.
In this new landscape, the businesses that thrive will be those
that provide data and access to AI in the most convenient way,
ensuring AI agents choose them.
It is the mission of Being AI to Build, Advise and Invest in
the companies that will make up the networks of this very
near future marketplace. We will succeed by enabling what
was previously impossible.
Our strategy is clear—
Invest in business that will make up the networks of tomorrow’s
AI marketplace, use deep and emerging technology capabilities,
combined with our experienced Governance and Founding
Executive teams to foresee and harness these opportunities.
•
Our
inspiration
Core strategy
Overview of Being AI

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED12
The structure of the Being AI group of companies is set up and
fine-tuned to reflect this strategy.
We will choose acquisition and investment targets based
on their relevance in an AI developed future, their ability to
be transformed by AI and emerging technologies, the impact
of ecosystem effects across our existing ventures, investments
and patented research and the size of the opportunity across
the whole industry.
•
The speed and pace of change is no joke, since our listing on
April 2, we have seen the profound impact on many industries
and it is only the beginning, as AI development tools are speeding
up development, reducing overheads and removing the traditional
barriers to entry, we are on the doorstep of a post app and website
world as AI gains the ability to write code in real time, creating
custom one time personalised user interfaces effectively removing
large chunks of skilled labour from the tech landscape.
We have barely left the starting blocks with where the technology
is heading, many traditional industries will be changed forever,
including transport and logistics, education, healthcare,
construction, professional services, hospitality to name just a few.
At Being AI we have moved quickly to implement against our
strategy to meet the pace of the changing world.
Implementation

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED13
We acquired the education
assets of Villa Education Trust,
including an online school,
the management rights for
two existing Special Character
schools in Auckland, and a third
campus in the Far North.
We have entered into
a conditional agreement to
purchase a 50% shareholding
interest in Spectrum
Consulting Limited. This is an
exciting acquisition for us, and
provides us with a beach head
for the further development
of our IT Infrastructure and
Services strategy.
We have increased the depth
of our marketing, consulting
and technology divisions.
Given we are a technology
company we have invested in
securing the services of more
technology and AI experts in
their respective fields.
We have recently approached Solution Dynamics Limited (SDL)
to indicate that we are considering making a takeover offer to acquire
a controlling interest in SDL.
SDL is a provider of global customer communications management
as a service. SDL enables organisations to both better engage their
customers digitally and optimize the production and distribution of
their international mail closer to its end destination.
We have indicated to SDL we would be prepared to acquire SDL
shares through either a 100% BAI scrip option or an offer for a
combination of cash and BAI scrip.
We believe the takeover offer is a compelling and unique opportunity
for SDL shareholders to realise significant value for their investment in
SDL, and an opportunity to participate in the growth of Being AI.
We have taken a 50% position in
TymeStack.ai Pty Limited— an
exciting early-stage Artificial
Intelligence technology
business. Tymestack is a retail
price optimisation algorithm
that utilises Graph AI to
recommend better markdown
pricing strategies to
large retailers.
↘
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What we have done
since we listed in April 2024
We have been busy since we listed on the NZX Main Board
on 2 April 2024. Here are some of the interesting things that
we have done recently.

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED14
We believe that the acquisition of a controlling interest in SDL would
be advantageous for Being AI given:
We will keep the market appraised of any developments in respect
of this process.
Our Education division have been very busy, and have:
The synergies between SDL and our own Send Global
operations; and
Born the roots of Manawaroa Education an entity designed for
New Zealand education. Purpose built to become New Zealand’s
Open Learning Network.
The opportunity to strategically implement new technology
initiatives to optimise the business operations of SDL, and to
future proof that business from being overtaken by the incoming
technology wave which risks rendering old school business models
like SDL obsolete in a few years’ time.
Established its own governance board for Manawaroa Education,
Brett O’Riley has taken the role of Executive chair and includes
Tom Irvine (Ngāti Whātua Ōrākei); Aliesha Staples (Staples
VR and Click Studios); Dr Craig Harrison (PhD Athlete
Development); Michael Absolum (Assessment Evaluation
Associates); and Katherine Allsopp-Smith (Being AI Executive
Director and founder of AGE School).
Submitted a high quality application for a licence to launch a new
Charter School under the new Charter school regime that has been
recently introduced by the New Zealand Government.
We are anticipating to hear from the Charter School Establishment
Board on the progress of our application (like other applicants)
within the next few weeks.
•
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•
•
•
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SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED15
Been developing strategic relationships with a number of
high-profile community groups interested in partnering with us
to set up new Charter schools, which schools would reflect the
specific character and philosophy of those prospective joint
venture partners.
Education. Project Fingerprint being a new AI-enabled digital
learning platform, and Project Blueprint being a new micro-
credentials verification platform.
AI Agentic network. Project Treehouse being a machine readable
marketplace for direct transactions between AI agents.
Initiated the development of two EduTech initiatives that will
be released to the market during 2025.
•
•
•
•
Our consulting division
has secured some exciting
engagements, in particular
— one engagement with
one of New Zealand’s largest
corporates, and separately an
engagement with one of
New Zealand’s most
well-known iconic brands.
We cannot share with you the
names of these ounterparties
at this time, due to
commercial confidentiality.
↘
In June 2024, Being AI
entered into a multinational
partnership with IntraEdge,
Inc., a global leader in AI
governance. This collaboration
will provide a comprehensive
AI governance platform that
enables organisations to identify
AI usage, mitigate risks, and
ensure ethical compliance
customised and developed
for the New Zealand market
utilising the market leading
Truyo AI Governance Platform
developed by IntraEdge.
Working hard to develop new technology intellectual property,
specifically relating to:
↘↘

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED16
Since April 2024 we have welcomed more than 2,000
new shareholders to our register (both as direct owners and
as beneficial owners who hold their BAI shares through Sharesies)
—representing an increase of 350%.
We are focused on making all of our business divisions bigger,
better and bolder.
We are also excited about investigating and executing upon new
value accretive investment and acquisition opportunities.
It is going to be a very busy time ahead for the Being AI team.

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED17
IT Infrastructure Services
Our IT Infrastructure & Services division comprises our existing
Consulting and Labs divisions, which are at the forefront of
providing AI technology solutions and advice to our own businesses,
and to our external business partners.
The worlds of technology and infrastructure are merging at
a faster rate than any point in our history and the next decade
will see more technological advancement and integration than in
the hundred years beforehand. Capital projects & infrastructure
will no longer be seen as predictable, engineering-driven and
labour-intensive but rather at the cutting-edge of technology.
A wide array of disruptive, breakthrough technologies are rapidly
transforming the way infrastructure is built and operated,
reshaping the way the infrastructure industry operates, and
bringing major implications for every participant in the value chain.
Our Consulting team partners with enterprises to implement
AI strategies that help businesses gain a competitive edge in the
AI era. Our expertise and customer solutions are helping
businesses manage data governance, optimise business processes,
implement successful AI strategies, and uplift team capacity
with today’s tools & technology. We have partnerships with
leading vendors to ensure our services are highly customised
and address the specific needs of our clients. With an established
book of clients, we’re continuing to grow and bring value to
new customers and industries.
Our Labs team is our innovation hub, dedicated to the research
and development (R&D) of cutting-edge AI technologies.
Labs is focused on creating AI prototypes and solutions with
high commercial potential, either for direct client application or
development into new market offerings.
What we are doing now

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED18
Being AI recently announced that it has entered into
a conditional agreement to acquire a 50% stake in Spectrum
Consulting Limited.
Spectrum provides data infrastructure and cloud-based
services across Oracle, SAP, JD Edwards and CRM applications
as well as network connectivity, AI and data security solutions
to NZ infrastructure providers.
Spectrum is also well advanced with the development of its
own sovereign AI Platform, Lantern. Lantern is being developed
as a safe, secure, sovereign AI cloud platform built to ensure
the management, storage and governance of data remains
jurisdictionally sovereign in New Zealand.
This acquisition will provide Being AI with an exposure to an
established IT infrastructure and consulting operation.
Our prospective investment in Spectrum represents the first
of many similar partnership transactions we envisage entering
into in the future.
In June 2024, Being AI entered into a multinational partnership with
IntraEdge, Inc., a global leader in AI governance.
This collaboration will provide a comprehensive AI governance
platform that enables organisations to identify AI usage, mitigate
risks, and ensure ethical compliance customised and developed
for the New Zealand market utilising the market leading Truyo AI
Governance Platform developed by IntraEdge.
Investment into Spectrum Consulting
Entry into Partnership Agreement
with IntaEdge, Inc.

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED19
The platform streamlines the identification and remediation of AI
governance issues, providing a first of its kind end-to-end solution
starting with locating, identifying, and assessing AI, through
monitoring, and remediation, and training.
The agreement with IntraEdge enables Being AI to develop its
governance offering with new technologies on top of, and outside
of the Truyo AI Governance Platform.
Effective AI governance is key to leading innovation within
organisations, it gives the business the necessary guard rails
to safely build, innovate and keep up with emerging technologies,
while providing the visibility and management tools required
to reduce risk.
We have taken a 50% position in TymeStack.ai Pty Limited, an
exciting early-stage Artificial Intelligence technology business.
Tymestack is a graph neural network technology developed to
provide the next generation of optimisation and forecasting.
The first use case will be applied in the retail price optimisation
space to recommend better markdown pricing strategies to large
discount retailers.
The team are currently working on launching an trial of the solution
in September 2024, and have a MVP to be ready pre-Xmas, and
initial Enterprise-client prospects with a 2024/25 focus on finding
product-market fit in Australasia.
Investment in TymeStack.ai Pty Limited

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED20
The technology landscape is rapidly changing, with AI and
digital transformation driving significant changes across industries.
As businesses seek to stay competitive, there is a growing
demand for AI solutions that are customised, usable, scalable
and respect data sovereignty.
No one solution fits-all, and customer solutions today that
deliver value incorporate multiple solutions and are often
customised and implemented for the customer’s use case.
Being AI’s IT Infrastructure Services provides all the components
for successful AI technology solutions. We offer innovative solutions
that help businesses optimise operations, improve decision-making,
and drive growth. We invest in and develop new technologies, and
through an proven acquisition model, are becoming the leading
full-service AI provider in New Zealand.
Our strategy is led by the commercialisation of developed
AI technologies, and growth of our portfolio through acquisitions.
We are focused on bringing AI innovations and products to
market, either through licensing agreements or by developing new
products and services that meet the evolving needs of our clients.
This approach will deliver revenue growth and create new IP
within our company.
The opportunity
Our future plans

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED21
A key component of our IT Infrastructure divisional strategy
involves acquiring complementary businesses that align with
our mission. We will look to acquire IT Infrastructure and/or
services companies and teams that expand and deepen the offering
and value Being AI can provide to the market directly, or through
the investee companies that we invest in.
Our investment philosophy is to invest in businesses that have:
Acquisitions will allow us to diversify our service offerings,
reducing reliance on any single revenue source and spread our
risk across multiple sectors and use cases.
By acquiring and integrating complementary businesses, we
can rapidly scale our operations, increase market share, and
drive significant revenue growth.
Expanding our portfolio will solidify Being AI as a leader in the
IT Infrastructure & services vertical in New Zealand.
An established and robust business model.
A structured and achievable growth strategy.
The rights to, own valuable intellectual property.
Excellent people.
Excellent people.
Excellent people.
A well-respected position in the market.
—
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—
Acquisitions of
complementary businesses

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED22
Being Education
Being Education is a pioneering educational initiative aimed at
transforming the landscape of life learning, online and in person.
Our mission is to provide an agile, inspiring, and relevant learning
experience that prepares all learners for the dynamic demands
of the modern world.
Today, Being Education operates a diverse portfolio of educational
initiatives, including the AGE School, Mt Hobson Online & Distance
School, and management contracts with two other Auckland
schools. Our focus is on delivering personalised, tech-empowered
education that is both agile and relevant.
We have already begun developing and integrating cutting-edge
technologies and industry partnerships into our curriculum,
providing a dynamic and innovative learning environment.
Our education model emphasizes choice, inclusivity, adaptability,
and the development of critical skills that are essential for thriving
in the modern world.
What we are doing now
Students and parents are increasingly recognizing the need for
alternative, tech-enabled learning environments. Traditional models
are facing challenges in keeping pace with the rapidly evolving
demands of the global workforce.
The global decline in education in the developed world, including
New Zealand, is pushing the need for more choice for children
and parents in what they learn, and how they educate themselves
in life’s journey. With the rise of virtual learning and the demand
for personalised education, Being Education is positioned to lead
this transformation in New Zealand, by offering an educational
The opportunity

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED23
ecosystem that leverages technology to provide personalised and
future-focused learning experiences. The upcoming reforms to the
Education Act will provide an opportunity to expand and offer this to
a wider segment than we do today.
Being Education is committed to driving transformational change in
the education sector through several key initiatives. Our strategy is
guided by a four-horizon approach designed to ensure sustainable
growth and continuous innovation:
assistance, answering questions and providing guidance around the
clock and globe. Being Educations focus is student performance
and tailoring educational content, addressing specific areas for
improvement, while accelerating the learners strengths. Considering
these technologies heavily depend on data, Being Education is
aware of data ownership and developing methods to ensure data is
held by the learner.
AI is transforming education
by creating personalised
learning experiences,
streamlining administrative
tasks, and offering intelligent
tutoring systems. By analysing
individual learning patterns and
adapting content to personal
needs, AI enhances student
engagement and effectiveness.
AI-powered tools support
students through real-time
New Zealand’s small size is
our superpower. We have the unique
ability to reinvent our education
system and demonstrate its success
more quickly than almost anywhere
else in the world. By embracing
this agility, we can set a global
example of educational excellence.”
“
Our future plans
Create: We are developing and acquiring today’s educational
solutions to expand our network of schools, tuition services,
and learning centres. These foundational efforts will support
—

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED24
our long-term growth and establish Being Education as
a trusted provider of high-quality education. Manawaroa
Education is set to lead this initiative and pave the way through
our open learning network.
Improve: We leverage existing technologies to enhance our
current offerings, scale our services, and reduce operational
costs. This phase focuses on optimizing our resources and
expanding our influence in the education sector.
Transform: We are pioneering AI multi-modal, autonomous
learning solutions that incorporate our proprietary
Fingerprint IP. These innovations will revolutionize how
education is delivered and personalized, setting a new
standard for the industry.
Disrupt: Our long-term goal is to disrupt the education industry
by decentralizing ownership of personal learning data through
our Blueprint IP. This will empower students to take control
of their educational journey and create a more equitable and
adaptable learning environment.
Innovation in Online Education: We aim to build a robust online
educational ecosystem that supports all learners, communities,
and cultures. This ecosystem will include a range of online
schools, each catering to specific learning needs, and leveraging
the latest industry-driven content and curriculum.
—
—
—
—
The key initiatives we are executing on now to meet our Create and
Improve horizons.
Establishing the Open-Learning Network, Manawaroa Education;
to empower educational choice, and use today’s solutions to
expand the network. This starts with the expansion of Partnership
Schools in support of the government’s partnership school model.
Our key initiatives for the network:

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED25
We plan to transform the NZ education system with neuro inclusive
tech hub centres of excellence, face to face (IRL) and online open
learning network for students that will enable them to thrive and
outperform the status quo. Invigorate regional economies by
integrating schools with strong local partners and amplify adjacent
innovation and economic growth opportunities in edtech, high
performance sport, digital media, gaming and screen production,
music, wellness, culture, leadership and other domains. Leverage
our online capability to build a world class international education
business, providing a lucrative pipeline of quality talented students
for our schools and our partners backed by world class hospitality
and local community integration.
By leveraging Being AI’s deep tech and AI expertise, we are
developing two core technologies that underpin our Open Learning
machine designed for transformation and disruption.
Expansion of Partnership Schools: We will continue to establish
partnership schools that will integrate cutting-edge technology
with a forward-thinking curriculum, fostering an environment
where students can develop critical skills and knowledge. These
schools will serve as hubs for innovation, preparing students for
the demands of the modern workforce.
Development of Nationwide Multi-Sport Academies:
We plan to launch Tech-Empowered Multi-Sport Academies
that combine traditional sports training with advanced
technology, enhancing athletic performance and preparing
students for diverse careers within the sports industry.
Growth Through Strategic Partnerships: We will continue
to expand our educational ecosystem through strategic
partnerships with industry leaders, leveraging their expertise to
enhance our curriculum and provide students with real-world
learning experiences.
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SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED26
Being Logistics
The Logistics Division, anchored by Send Global and its
related entities, is a well-established player in the logistics
and physical distribution industry. Send Global operates through
its subsidiaries, including FileCorp New Zealand Limited and
New Zealand Mail Limited. The business offers a wide range
of services, including:
Send Global is continuing to focus on its traditional business
model and carefully managing demand changes to provide new
and exciting offerings to the market. We are expanding SGL’s
freight and logistics footprint by offering solutions that use
smart technology, smart applications and AI.
What we are doing now
Physical Distribution Solutions: Specialising in both
domestic and international distribution, Send Global provides
reliable mail and parcel delivery services, catering to the needs
of large corporations, government departments, and small
to medium-sized enterprises (SMEs).
File Management Solutions: Through FileCorp, Send Global
offers bespoke file management and archiving services,
providing secure storage and retrieval of critical documents.
Business Mail Distribution: New Zealand Mail focuses
on business mail distribution, data and mail preparation
services, fulfilment, courier and logistics services, and
offsite facilities management.
Digital Solutions: While traditionally focused on physical
distribution, Send Global is actively expanding into digital,
cloud-based filing solutions, courier, freight, logistics (3PL),
and transport sectors, both domestically and in Australia.
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SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED27
The logistics industry is on the cusp of significant transformation,
driven by the adoption of AI, automation, and smart technologies.
Send Global is strategically positioned to leverage these
advancements, offering innovative logistics solutions that meet
the evolving demands of modern businesses.
We have recently approached Solution Dynamics Limited (SDL) to
indicate that we are considering making a takeover offer to acquire a
controlling interest in SDL.
SDL is a provider of global customer communications management
as a service.SDL enables organisations to both better engage their
customers digitally and optimize the production and distribution of
their international mail closer to its end destination.
We have indicated to SDL we would be prepared to acquire SDL
shares through either a 100% BAI scrip option or an offer for a
combination of cash and BAI scrip.
We believe the takeover offer is a compelling and unique
opportunity for SDL shareholders to realise significant value for
their investment in SDL, and an opportunity to participate in the
growth of Being AI.
The opportunity
Our future plans

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED28
We believe that the acquisition of a controlling interest in SDL would
be advantageous for Being AI given:
We will keep the market appraised of any developments in respect
of this process.
The synergies between SDL and our own Send Global
operations; and
The opportunity to strategically implement new
technology initiatives to optimise the business operations
of SDL, and to future proof that business from being overtaken
by the incoming technology wave which risks rendering old
school business models like SDL obsolete in a few years’ time.
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SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED29
Project Treehouse
Our Labs division have been working on technical IP for an
impending agentic AI future. What does this mean?
Today’s online marketplaces, like Google, are built for humans.
The information is sorted by computing, but the interaction
is human. As AI becomes more powerful, there is a need for a new
internet. Protocols which allow AI to interact directly with other AI.
Project Treehouse’s Machine Readable Marketplace (MRM) does just
that. It’s Google, for AI agents.
Current marketplaces aren’t built for AI. They’re slow, they don’t
offer real-time data, and they can’t handle the complex negotiations
that AI is capable of.
Project Treehouse’s MRM proposes to solve these problems,
enabling AI to communicate and transact directly and complexly
at lightning speeds.
Project Treehouse’s MRM uses advanced technology to represent
services in a way AI can easily understand. A giant library where
AI can search, compare, and negotiate for the best deals on
everything digital.
This will open up a whole new world of AI-powered efficiency
and innovation.
What we are doing now
The opportunity

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED30
Our team have been working on the deep tech architecture and
initial scoping of this concept.
From this work we believe first mover advantage is important.
Agentic AI transactions (whether developed by us or another party)
will be a central technology in a future global marketplace.
The idea is ambitious, with potential competitors being large existing
global players. The seed capital required for success is in the tens
of millions, with follow-on rounds to commercialise the concept
in the hundreds of millions potentially.
As such, we anticipate funding the concept through to seed, before
seeking external funding from international capital partners to fully
embrace and develop the opportunity.
Our future plans

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED31
Joint holders of Shares are taken to be a single registered
holder of Shares for the purposes of determining whether
they are an Eligible Shareholder and the certification
provided is taken to have been given by all of them.
If you are an Eligible Shareholder, your rights under this
offer are personal to you and you may not transfer them.
Being AI reserves the right not to extend the offer in
this SPP to Eligible Shareholders in a jurisdiction outside
New Zealand in circumstances where it considers that
so extending the Offer may breach the legal requirements
of that jurisdiction.
The Issue Price for New Shares under the Offer is
NZ$0.60 per New Share.
If you are an Eligible Shareholder you may:
Full application: Subscribe for an amount of
New Shares that amount to NZ$50,000.
is a trustee corporation or a nominee company
and holds Shares in Being AI by reason only of acting
for another person in the ordinary course of business
of that trustee corporation or nominee company; or
that the Custodian holds Shares directly or indirectly
as a Custodian for beneficial owners; and
holds Shares in Being AI by reason only of being a
bare trustee of a trust to which the Shares
are subject,
that the beneficial owner on whose behalf the
Custodian is submitting the application is not making
an application themselves as an Eligible Shareholder
for New Shares under this Offer, and no other
Custodian is submitting an application under this
Offer for that beneficial owner.
Specified application: Subscribe for any amount
of New Shares as specified by you that does not
exceed NZ$50,000.
Oversubscribe: Subscribe for any amount over
NZ$50,000. If applications exceed the number of
New Shares available under this Offer, applications
will be scaled in accordance with clause 10 of this
document. Applications by Existing Shareholders
will be preferred in the event of scaling.
No application: Do nothing and your ability to apply
for New Shares under this Offer will lapse.
a.
a.
a.
b.
b.
b.
c.
d.
The Key Information and Important Dates sections above
form part of these terms and conditions.
Any Eligible Shareholder that:
Eligible Shareholders may apply to purchase up to
$50,000 of Shares under the Offer. There is no minimum
application under the Offer. Eligible Shareholders may
only make one application. This applies to all Eligible
Shareholders, including those who receive more than
one offer under the Offer (for example, because they hold
Shares in more than one capacity).
is a custodian (Custodian) under this Offer.
A separate application must be completed for each
beneficial owner for whom a Custodian is acting. Being AI
will treat each such application as a separate application
despite them all being in the name of the Custodian.
If a Custodian applies to purchase New Shares on behalf
of a beneficial owner, the Custodian must certify to
Being AI in writing:
Eligible Shareholders
Eligible Shareholders
Key Information and Important DatesCustodians
Applications
02
03
0104
05
Terms & Conditions

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED32
Application monies received will be held in a trust account
with Computershare until the corresponding New Shares
are allotted or the application monies are refunded.
All interest earned on the application monies will be
retained by Being AI. Any refunds of application monies will
be made within 5 business days of the issue of New Shares
(or such earlier date that the decision not to proceed with
the Offer is made).
To participate in the Offer you must complete an
application and provide payment in accordance with
the instructions on the online application platform.
New Shares issued under the Offer will rank equally
with, and have the same rights as, existing fully paid Shares
in Being AI.
The New Shares have been accepted for quotation on the
NZX Main Board. However, NZX accepts no responsibility
for any statement in this document.
The number of New Shares intended to be issued is up
to 9,340.000, although subject to all applicable listing rules
Being AI may accept oversubscriptions at its discretion.
If oversubscriptions are received, scaling will be applied
by reference to Eligible Shareholders’ shareholdings on
the Record Date.
Notwithstanding any other term or condition of the Offer,
Being AI may, at its discretion:
Being AI has complete discretion to accept or reject
your application to purchase New Shares under the Offer,
including (without limitation) if:
If you apply to purchase New Shares under the Offer:
No interest will be paid on any application monies returned
to you. Any refunds for whatever reason will be paid to you
by direct credit to your bank account within 5 business
days of the Issue Date (unless Computershare does not
have your bank account on record. In this instance, funds
will be withheld until you provide a bank account).
Applying and paying for New Shares
The New Shares
Oversubscriptions and scaling
Amendments to Offer
Discretion to accept or reject applications
Significance of applying
06
09
10
11
07
08
your direct credit is not paid and arrived in cleared
funds by the close date;
your application, on these terms and conditions,
will be irrevocable and unconditional;
Being AI believes that you are not an Eligible
Shareholder; or
you certify that you are an Eligible Shareholder
entitled to apply for New Shares;
you certify that your application will not be, or cause,
a breach of any law in any jurisdiction;
you authorise Being AI to correct any error in, or
omission from, your application;
you acknowledge that none of Being AI, its advisors
or agents has provided you with investment advice or
financial product advice; and
you irrevocably and unconditionally agree to these
terms and conditions.
make non-material modifications to the Offer on such
terms and conditions it thinks fit; and/or
Being AI considers that your application does not
comply with these terms and conditions.
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SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED33
Being AI reserves the right to waive compliance with
any provision of these terms and conditions.
Being AI will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination of
the Offer.
suspend or terminate the Offer at any time prior to
the issue of the New Shares under the Offer.
If the Offer is terminated, application monies will be
refunded to applicants without interest within
5 business days of termination.
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These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.
Governing Law
12

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED34
Glossary
Being AIBeing AI Limited
NZX: BAI and NZBN: 9429037393625
Closing Date5.00pm on 24 September 2024, unless extended.
ComputershareComputershare Investor Services Limited
Eligible ShareholderA Shareholder who, at 5.00pm on the Record Date, was recorded in Being AI’s share
register as a registered holder of Shares with a New Zealand address or in another
jurisdiction who satisfies Being AI that the Offer can lawfully be made and accepted.
However, shareholders in the United States are not eligible to participate in the Offer.
Similarly, shareholders (including trustees, Custodians and nominees) who hold Shares
on behalf of persons in the United States, or are acting for the account or benefit of persons
in the United States, are not eligible to participate in the Offer on behalf of those persons.
Issue Date30 September 2024, unless extended.
Issue PriceNZ$0.60 per New Share
Listing RulesThe NZX Main Board Listing Rules.
New ShareAn ordinary share in Being AI offered under the Offer and of the same class (and ranking
equally in all respects with) Being AI’s quoted existing shares at the time of the issue of
the New Shares.
NZXNZX Limited
NZX Main BoardThe main board equity security market operated by NZX.
OfferThe share purchase plan detailed in this letter.
Record Date5.00pm 11 September 2024
ShareOne ordinary fully paid share in Being AI.
ShareholderA registered holder of Shares on issue
All references to time are to New Zealand time, references to currency
are to New Zealand dollars, and any references to legislation are references to
New Zealand legislation unless stated or defined otherwise.

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED35
Company Directory
Being AI Limited
Level 4, 33 Hurstmere Road
Takapuna
Auckland 0622
hello@beingai.group
Sean Joyce
Executive director & Chair
Roger Gower
Independent director
David McDonald
Executive director & CEO
Joe Jensen
Independent director
Katherine Allsopp-Smith
Executive director
Evan Christian
Executive director (alternate to K Allsop-Smith)
www.beingai.group
Registered Office
Board of Directors
We b s i t e
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland
New Zealand
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
0800 650 034 or +64 9 488 8793
beingai@computershare.co.nz
Legal AdvisorsShare Registrar

SHARE PURCHASE PLAN OFFER DOCUMENT • BEING AI LIMITED36
Enquiries about this Offer should be directed to an
NZX Firm or your financial or legal adviser.
If you have any queries about your Entitlements,
please contact Computershare Investor Services
Limited at +64 9 488 8793 or 0800 650 034
or email beingai@computershare.co.nz
Apply online at www.shareoffer.co.nz/beingai
by 5.00pm on 24 September 2024.
Enquiries

beingai.group