Share Purchase Plan and General share offer

23 September 2024
NZX Limited
WELLINGTON

Share Purchase Plan and general share offer to support increased
investment in business

Share Purchase Plan
Being AI (NZX: BAI) announced on 12 September 2024 that it would undertake a share purchase
plan to its existing shareholders with an address in New Zealand (SPP). 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.
BAI confirms that the closing date for existing BAI shareholders to submit their applications for
new shares is 5pm on Tuesday 24 September 2024, subject to BAI’s discretion to accept any late
applications.
Details of the SPP, including terms and conditions of the SPP and an explanation of how existing
shareholders can participate, are contained in the Offer Document and the Online Application
Form available at: www.shareoffer.co.nz/beingai.
General Offer to subscribe for BAI Shares
In parallel with the SPP, and at the request of a number of non-BAI shareholders, BAI has opened
up a general offer facility for non-BAI shareholders to participate in any shortfall under the SPP
(General Offer).
The closing date for the General Offer is 5pm on Thursday, 26 September 2024 (General Offer
Closing Date). However, BAI reserves the right to accept any late applications under the General
Offer beyond the General Offer Closing Date.
Details of the General Offer, including terms and conditions of the General Offer and an
explanation of how you can participate, are contained in the online materials and an online
Application Form available at: https://www.beingai.group/shareplan.
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.
For more information on the content of this announcement, please contact:
Sean Joyce
Executive Chairman
Being AI Limited
Contact: +
64 21 865 704

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Corporate Action Notice
(Other than for a Distribution)

Page 1 of 3
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

Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction

Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement X
Record date Not applicable
Ex Date (one business day before the
Record Date)
Not applicable
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
No
Details of approvals required Not applicable
Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
Up to 9,340,000
(comprising any shortfall on the Company’s share
purchase plan announced on 12 September 2024).
Note directors and employees are entitled to
participate to the extent contemplated by NZX Listing
Rule 4.5.1
Issue price per Equity Security $0.60
Maximum dollar amount of Equity
Securities to be issued
Up to $5.6 million
(comprising any shortfall on the Company’s
previously announced share purchase plan).
Proposed issue date 30/09/2024, and can recur weekly thereafter at the
Company’s discretion.

2 of 3
Existing holders eligible to participate Y (but not limited to existing holders)
Related Parties eligible to participate Y (subject to the constraints in the NZX Listing Rules
and Takeovers Code)
Basis upon which participation by
existing Equity Security holders will be
determined
No record date as such. Existing holders may apply
alongside any other applicants in New Zealand
Purpose(s) for which the Issuer is
issuing the Equity Securities
As set out in the SPP Offer document dated
12 September 2024 and for general corporate
purposes
Reason for placement rather than a
pro-rata rights issue or an offer under a
Share Purchase Plan in which the
Issuer’s existing Equity Security holders
would have been eligible to participate
The placement will enable any shortfall on the
Company’s share purchase plan to be allotted to
applicants in New Zealand in equivalent terms, as the
existing shareholders given priority treatment in the
Company’s share purchase plan announced on
12 September 2024.
Equity Securities to be issued subject to
voluntary escrow
N
Number and class of Equity Securities
to be issued that will be subject to
voluntary escrow and the date from
which they will cease to be escrowed
Not applicable
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

3 of 3
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 23/09/2024