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Appointment of independent directors and personnel changes

Director Appointment30 March 2025BAIHealthcare

31 March 2025


NZX Limited

Wellington


Appointment of Independent Directors


Being AI Limited (NZX:BAI) advises the appointment of Michael Stiassny, Greg Cross and Steve

Phillips as independent, non-executive directors effective today, 31 March 2025.


The new directors have been appointed by the existing BAI board, comprised of Katherine Allsopp-

Smith and Paul Forno, pursuant to BAI’s constitution, and accordingly will hold office until the next

annual meeting (at which point they will be eligible for re-election by BAI’s shareholders.)


Reflecting the significant challenges that the BAI Group has had to navigate since its listing on the

NZX in early 2024, the new directors have been appointed to bring an independent and unbiased view

to the BAI Board, for the purposes of determining the best next steps for BAI and its subsidiaries (the

“BAI Group”) and having regard to the interests of all BAI shareholders.


Independence of new directors


The existing BAI board has determined Michael Stiassny, Greg Cross and Steve Phillips each qualify

as an independent director under, and for the purposes of, the NZX Listing Rules.


In making this determination, the Board has carefully considered whether any of the new directors

has any relationship that could disqualify them from being independent. This included having regard

to the non-exhaustive factors described in recommendation 2.4 of the NZX Corporate Governance

Code.


Michael Stiassny and Greg Cross do not have meaningful interests or associations with BAI, including

its Board, management, subsidiaries (the “BAI Group”) or any related entity.


Steve Phillips has previously served as an independent director of G3 Group Limited, a company that

later became Send Global, and which is now part of the BAI Group. However, Steve retired from his

role with G3 Group Limited in 2019, prior to Send Global Limited becoming part of the BAI Group.

Steve has no other business, personal or other connection with the BAI Group or any other

“disqualifying relationship” (as the term is defined in the NZX Listing Rules). Therefore, the Board has

determined that this past role with G3 Group Limited does not affect Steve’s ability to act

independently and in the best interest of BAI and its shareholders.






About the new directors


Michael Stiassny


Michael is a pre-eminent business advisory and restructuring specialist, holding both Commerce and

Law degrees from the University of Auckland. A Chartered Fellow and past President of the New

Zealand Institute of Directors, Michael has built a high-profile governance career and is currently

Chairman of Tower Limited, 2 Cheap Cars Group Limited, and Director of Momentum Life Insurance

Limited, Tegel Group Holdings Limited, and New Talisman Gold Mines Limited.


Michael Stiassny has been appointed Chair of BAI and will also be a member of BAI’s Risk & Audit and

Remuneration committees.


Greg Cross


Greg Cross is an experienced global entrepreneur and technology executive with a focus on

commercialising deep technology research. He founded native AI company, Eighty20.AI in 2024. In

2016 he co-founded Soul Machines, quickly establishing it as a leading artificial intelligence research

company backed by international investors. Earlier in his career, he was a founder of PowerbyProxi.


Greg Cross has been appointed Chair of the Remuneration Committee and will also be a member of

BAI’s Risk & Audit Committee.


Steve Phillips


Steve Phillips has a forty-year career in senior executive and governance positions including as a

chair, director and audit committee chair of numerous public and private entities. His expertise in

strategic planning and facilitation led him to work with Cin7, Brierley Investments, Blue Star Group,

G3 Group Limited and many minor entities. Steve retired from his last governance position in 2020.


Steve Phillips has been appointed Chair of the Risk & Audit Committee. He will also be a member of

BAI’s Remuneration Committee.


Market update

The newly constituted Board intends to conduct a strategic review and provide a fulsome market

update, once the new directors have had an opportunity to fully understand the BAI Group’s

operational and financial position. However, it is expected that it will take some time for the full BAI

board to be able to make any announcements on the future of the BAI Group.

Newly appointed BAI Chair, Michael Stiassny notes: “The ongoing turmoil at BAI has been unfortunate

and has had significant impact on our shareholders, staff and stakeholders. This cannot continue.

However, a thorough and careful review of what has gone wrong and how best to maximise value for

all BAI shareholders is essential for a comprehensive and accurate view to be formed.





“The Board is committed to working at pace and will advise the market of its findings in due course,”

he said

Personnel changes


Finally, BAI wishes to announce certain other personnel changes.


Following appropriate consultation, the role of Being AI Chief Product Officer has been

disestablished. Craig Boxall will be leaving BAI, and we wish him all the best with his future

endeavours.


Existing Being AI Group CFO, Mike Dunshea, has been appointed to the role of Group Secretary,

effective immediately.


All other executive positions remain unchanged.


[ends]


This announcement has been authorised by BAI Board Chair, Michael Stiassny.


For further information, in the first instance please contact:

Mike Dunshea

BAI Group Secretary

Mobile 027 579 8687

mike.dunshea@beingai.group

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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