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 Ordinary Shares
ISIN (If unknown, check on NZX website) NZECHE0001S8
Currency NZD
Section 2: Capital change details
Number issued 700,000 Options
Nominal value (if any) Not applicable
Issue price per security Not applicable
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) Not applicable
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
16.25% of all Options currently
on issue.
If, on vesting, all Options are
exercised, the ordinary shares
issued would represent 0.37%
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)
The exercise price for the
Options is $0.60 per Option
(Exercise Price). The grant
date of the Options is 25
September 2024 (Grant Date).
Subject to continued
employment, Option holders
will be able to exercise either
(1) one quarter of the Options
granted to them on each
anniversary of the date of
issue for 4 consecutive years;
or (2) one fifth of the Options
granted to them on each
anniversary of the date of
issue for 5 consecutive years
(each, a Vesting Date),

depending on the offer
provided in the holders Option
offer letter.
The exercise period for all
vested Options expires 4 or 5
years from the relevant Vesting
Date, as relevant.
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.
The Options will not be quoted.
Reason for issue and specific authority for issue (the reason
for change must be identified here)
Issue of Options pursuant to a
directors’ resolution dated 20
September 2024.
Total number of Financial Products of the Class after the
issue/Conversion (excluding Treasury Stock) and the total
number of Financial Products of the Class held as Treasury
Stock after the issue.
4,307,000 Options
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Directors’ resolution and
certificate dated 20 September
2024; 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 25/09/2024

Capital Change Notice

Updated as at June 2023
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 +64 21 865 704
Contact email address
sean@corporate-
counsel.co.nz
Date of release through MAP

17/10/2024