Being AI responds to NZMDT determination

2 September 2025
NZX Wellington NZX:
NZX: BAI Company Announcement
Being AI responds to NZMDT determination
Being AI Group Limited (BAI) acknowledges the determination and public announcement issued
today by the NZ Markets Disciplinary Tribunal (the ‘Tribunal’) regarding breaches of NZX Listing
Rules. Specifically, these breaches relate to Rules 2.1.1(a) and 2.1.1(c), which concern
independent director requirements, and Rules 2.13.2(b), 2.13.2(c) and 2.13.2(d) which pertain
to the composition of a company’s audit committee.
The breaches occurred due to the sudden resignations of former BAI Independent Directors,
Andrew Higgs and Brett O’Riley on 31 January 2025. As a result, the BAI Board was left with
fewer than three Directors and no Independent Directors. In addition, its Audit Committee
lacked the required three members, a majority of Independent Directors, and a member with an
accounting or financial background.
These breaches were self-reported, and eventually remedied on 31 March 2025 with the
appointment of three new Independent Directors, Michael Stiassny, Greg Cross and Steve
Phillips.
BAI cooperated fully with NZ RegCo’s investigation and reached a settlement with NZX Limited
which was approved by the Tribunal.
BAI has been publicly censured, ordered to pay a financial penalty of NZ$50,000, and to meet
NZ RegCo’s and the Tribunal’s costs in connection with the matter.
BAI Chair, Michael Stiassny said that while the breach was unavoidable in the circumstances,
the company accepts full responsibility.
[ends]
This announcement has been authorised by BAI Board Chair, Michael Stiassny.
For further information, in the first instance please contact:
Michael Stiassny
BAI Board Chair
+64 21 821 166