Share buyback

10 June 2025


NZX Wellington
NZX: BAI Company Announcement

Announcement of share buyback

On 16 May 2025, Being AI Limited (NZX:BAI) announced that it had agreed with 2384 Limited
Partnership (2384), an entity associated with David McDonald, that BAI would buyback 11,900,000 of
the ordinary shares in BAI held by 2384 for nil consideration.

By way of update, BAI announces that the share buyback is now being implemented.

Pursuant to NZX Listing Rule 4.14.1(b)(ii) and section 60(1)(b)(ii) of the Companies Act 1993, BAI
intends to acquire the 11,900,000 ordinary shares in BAI from 2384 for nil consideration between 25
June 2025 and 30 July 2025.

A disclosure document in the form required by section 61 of the Companies Act 1993 has been sent
to shareholders today (and is also attached to this announcement).

The 11,900,000 ordinary shares in BAI will be cancelled immediately upon completion of the share
buyback.

[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

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beingai.group

Office
14 Honan Place Avondale
Auckland 1026

10 June 2025
[[Name]]
[[Address Line1]]
[[Address Line2]]
[[Address Line3]]
[[Address Line4]]
[[Address Line5]]

Dear Shareholder
Disclosure document relating to the acquisition of shares
Introduction
This document is provided to all shareholders in accordance with the requirements set out
in section 62 of the Companies Act 1993 and sets out details of the proposal by Being AI
Limited (the Company) to buyback certain shares previously issued by the Company (the
Buyback).
Buyback
The Buyback relates to an agreement between the Company and 2384 Limited Partnership
(2384), an entity associated with David McDonald, in which the Company will acquire
11,900,00 ordinary shares (the Shares) in the Company from 2384 for nil consideration.
The Buyback will be undertaken on or about Wednesday 25 June 2025.
Upon completion of the Buyback, the Shares shall be cancelled as contemplated by section
66 of the Companies Act 1993.
Board resolutions and further information
To undertake the Buyback, the Board of the Company has resolved that:
(a) the acquisition of the Shares under the Buyback is in the best interests of the
Company and of benefit to the remaining shareholders; and
(b) the terms of the Buyback and the consideration offered for the Shares are fair and
reasonable to both the Company and the remaining shareholders; and
(c) it is not aware of any information that will not be disclosed to shareholders:
(i) which is material to an assessment of the value of the Shares; and
(ii) as a result of which the terms of the Buyback and consideration offered for
the Shares are unfair to the shareholder accepting the offer.
In relation to the Buyback, the Board notes that:

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beingai.group

Office
14 Honan Place Avondale
Auckland 1026


 As the Buyback is being completed for nil consideration, the Buyback will not have any
impact on the Company’s financial position.
 Upon cancellation of the Shares, the proportionate shareholding of each existing
shareholder in the Company on the date of cancellation (other than 2384) will increase.
No interested directors
None of the directors of the Company have any relevant interest in any of the Shares.
If you have any questions, please contact mike.dunshea@beingai.group.
Yours sincerely

Michael Stiassny
Independent Chairman