Proposed sale of Send Global - notice of special meeting
BEING AI LIMITED
NOTICE OF SPECIAL MEETING
21 November 2025
Dear shareholders,
Introduction
As previously communicated, the reconstituted Board of Being AI Limited (the Company
or BAI) has been undertaking a comprehensive strategic review aimed at stabilising BAI's
financial position since March 2025. To date, key actions taken include significantly
reducing personnel, implementing operational cost saving, closing Project Treehouse and
divesting AGE Limited.
More recently, the focus has shifted to BAI's remaining business unit, Send Global Limited
(Send Global), with particular attention to the significant debts owed by Send Global to
ANZ Bank New Zealand Limited (ANZ) and Wilshire Treasury Limited (Wilshire)
1
. As at
31 October 2025, Send Global had outstanding debt of $9,319,317.42 owing to ANZ and
$3,848,558.80 (excluding unpaid interest) owing to Wilshire.
While Send Global continues to perform well, its projected contributions for FY26 and
beyond are insufficient to offset overheads, interest payments, and other costs of BAI and
its subsidiaries (BAI Group) (all of which are effectively funded by Send Global).
As a result, Send Global is unlikely to generate any shareholder returns for the BAI Group
without further financial support from Wilshire.
Accordingly, the Board has carefully evaluated various options for the future of Send
Global and the BAI Group as a whole. During the course of those evaluations, Wilshire
expressed an interest – via a non-binding indicative proposal (NBIO) – in acquiring
100% of the issued shares in Send Global (Send Shares) and all of BAI’s other rights,
interests, assets and property.
Following receipt of the NBIO, the Board established a committee of independent
directors, being myself (Michael Stiassny), Greg Cross and Steve Phillips (Independent
Directors)
2
, to assess the NBIO and whether the Proposed Transaction would be in the
best interests of BAI shareholders not associated with Wilshire. As part of this assessment,
the Independent Directors engaged Simmons Corporate Finance Limited (Simmons
Corporate Finance) to prepare an independent valuation of the Send Shares
(Independent Valuation). Taking into account the Independent Valuation and the
Independent Director’s assessment of the alternative options for the future of Send
1
Wilshire is ultimately jointly owned and controlled Katherine Allsopp-Smith (Executive Director of BAI) and Evan
Christian (Katherine’s alternate director) via E K Trust Limited. Katherine and Evan are also both trustees of Te
Turanga Ukaipo Charitable Trust and ultimate owners of 2061 LP, which respectively hold 14.25% and 72.38%
of the shares in BAI.
2
Katherine Allsopp-Smith (Executive Director), Evan Christian (Katherine’s alternate director) and Paul Forno (CEO
of Send Global and Executive Director of BAI) were each considered “interested” (as that term is defined in the
Companies Act 1993) in discussions in relation to the NBIO, and so were excluded from all related committee and
Board discussions.
Global, the Independent Directors determined it was in the best interests of all
shareholders to negotiate a transaction with Wilshire based on the NBIO.
After a period of negotiations, on 4 November 2025, it was announced that BAI and
Wilshire had entered into a conditional sale agreement (Sale Agreement) contemplating
the proposed disposal of the Send Shares (among other matters) (Proposed
Transaction). The Sale Agreement contemplates that key terms of the transaction are
as follows:
Assets: Wilshire will acquire the following assets from BAI:
o the Send Shares; and
o all of BAI’s other rights, interests, assets and property in addition to the Send
Shares at completion of the Proposed Transaction (Completion) but excluding
the Excluded Assets (as described below) (Other Assets),
(together, the Assets).
Excluded Assets: The following assets (Excluded Assets) are expressly excluded
from the scope of the Proposed Transaction and shall remain with BAI after
Completion: all cash held by BAI, any prepayment made by BAI, any deferred tax
asset or GST receivable attributable to BAI, any bond held by a third party on behalf
of BAI, and any other cash equivalents held by BAI at Completion.
Consideration: The consideration for the acquisition of the Assets will be
$8,789,676.00 (subject to adjustment in accordance with Sale Agreement)
(Consideration), which will be satisfied by:
o Wilshire assuming the outstanding loan and a trade balance owed by BAI to Send
Global at Completion (Specified Liabilities). As at 30 September 2025, the
Specified Liabilities had an aggregate outstanding balance equal to
$8,059,006.00;
o Wilshire offsetting the outstanding loan and trade balance owed by BAI to Wilshire
at Completion (Wilshire Loan) against the Consideration, in full and final
satisfaction of the Wilshire Loan. As at 30 September 2025, the Wilshire Loan had
an aggregate outstanding balance equal to $528,670.00;
3
and
o Wilshire paying BAI a cash amount equal to $202,000.00 (Cash Consideration).
Conditions: The Sale Agreement is conditional on:
o obtaining any necessary shareholder approvals under the NZX Listing Rules and
Companies Act 1993. These approvals are reflected in the resolutions
(Resolutions) detailed in this Notice of Special Meeting; and
o ANZ, Send Global’s senior lender, consenting to the Proposed Transaction on
acceptable terms.
The Consideration described above was determined through arm’s length negotiations,
informed by the Independent Valuation and a detailed analysis of the BAI Group’s financial
position - particularly that of Send Global, as it is BAI’s last remaining business unit -
including its asset base, liabilities, and projected revenues. In negotiating the Proposed
3
As announced on 19 November 2025, BAI and Wilshire have agreed to increase the facility limit under the Wilshire Loan from
$500,000 to $1,100,000 to fund working capital requirements and repay bank debt, and BAI will draw additional funds down
from that Wilshire Loan as required. To the extent that additional amounts are drawn down under the Wilshire Loan prior to
Completion, the Sale Agreement contemplates that Wilshire will assume that increased loan balance at Completion, which will
effectively increase the Consideration.
Transaction, the Independent Directors also took into account the limited other options
available to stabilise BAI’s financial position if they did not pursue the Proposed
Transaction.
Furthermore, the Consideration for the Send Shares, which comprise substantially all of
the value of the Assets, is within the valuation range assessed by Simmons Corporate
Finance in sections 2.5 and 4 of the independent appraisal report dated 20 November
2025 (Appraisal Report). Per section 1.7 of the Appraisal Report, Simmons Corporate
Finance is of the opinion, after having considered all relevant factors, that the terms and
conditions of the Proposed Transaction are fair to the BAI shareholders not associated
with Wilshire.
Therefore, the Independent Directors believe the Consideration is the best possible
outcome for BAI shareholders not associated with Wilshire and believe there are no other
viable or competing alternatives to address BAI’s financial position. Accordingly, the
Independent Directors unanimously recommend that shareholders vote in favour of all
Resolutions set out in the Notice of Special Meeting, noting that (as above) approval of
these Resolutions is a condition precedent in the Sale Agreement.
Under the Sale Agreement, Wilshire has confirmed that it intends to vote, and procure
the casting of, all of the votes attached to the shares that it or its affiliates (including, for
these purposes, 2061 LP, Te Turanga Ukaipo Charitable Trust and Evan Christian) hold in
BAI in favour of any Resolutions (to the extent permitted by the NZX Listing Rules and
the Takeovers Code (Class Exemptions) Notice (No 2) 2001).
4
In aggregate, Wilshire
and its affiliates hold or control 86.68% of the shares in BAI.
If the Resolutions are approved, the Independent Directors are aiming to settle the
Proposed Transaction as soon as possible, and no later than five business days, following
the Special Meeting.
Following Completion of the Proposed Transaction, BAI will only hold nominal assets,
which will comprise the Cash Consideration and Excluded Assets. The Cash
Consideration, together with the Excluded Assets, will be used to satisfy any new
liabilities and to maintain its status as a listed company on the NZX Main Board while
the directors consider new acquisition opportunities.
If the Resolutions are not approved, Send Global would remain owned by BAI, but BAI
is unlikely to return any capital to shareholders in the foreseeable future. Further,
depending on Send Global’s trading performance, BAI and/or Send Global may become
unable to meet its ongoing financial obligations, including debt servicing and working
capital requirements, without further financial support from Wilshire. The Board also
understands that, if the Resolutions are not approved, BAI’s major shareholder (being
an entity associated with Wilshire) may seek to call another shareholder meeting at
which it would seek to pass a resolution to approve commencement of a solvent
liquidation of BAI in accordance with the Companies Act. Such a solvent liquidation
would result in further costs to the Company, which in the Board’s view is unnecessary,
with no realistic prospect of capital being return to shareholders in that liquidation.
Accompanying materials
Accompanying this letter is:
A Notice of Special Meeting, for a meeting of the BAI shareholders to be held
online on Wednesday, 10 December 2025, commencing at 3.00pm; and
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As detailed later in this Notice of Special Meeting, Wilshire and its affiliates are permitted to vote on Resolution 1
but disqualified from voting on Resolution 2.
An Appraisal Report in respect of the Assets prepared by Simmons Corporate
Finance, dated 20 November 2025, which serves as an “Appraisal Report”
required for the purposes of the NZX Listing Rules.
Please read the Notice of Special Meeting and the Appraisal Report carefully before the
meeting.
Independent Directors’ Recommendation
As above, the Independent Directors believe the Proposed Transaction is the best
outcome for independent BAI shareholders and unanimously recommend shareholders
vote to approve all Resolutions set out in the Notice of Special Meeting.
Yours sincerely
Michael Stiassny
Chair of the committee of Independent Directors
21 November 2025
1
IMPORTANT INFORMATION
This document will assist you, as a shareholder of Being AI Limited, to decide
whether to approve the Resolutions set out on page 7 this Notice and detailed
in the Notes.
The Independent Directors of Being AI Limited recommends that you vote in
favour of all of the Resolutions. If you do not plan to attend the Special Meeting in
person, you are urged to complete and return your proxy form (please see pages 5-6
for more information on completing and returning your proxy form).
CONTENTS
Defined Terms
Page 2
Notice of Special Meeting Page 4
Explanatory Notes - General Page 5
Explanatory Notes – Resolutions Page 7
Additional Information Relating to Resolutions Page 17
Schedule 1 - Appraisal Report Page 20
2
DEFINED TERMS
Unless the context requires otherwise, capitalised terms in this Notice of Special Meeting
have the following meanings:
Appraisal Report means the
independent appraisal report prepared
by Simmons Corporate Finance in
respect of the Proposed Transaction
dated 20 November 2025, a copy of
which is enclosed with this Notice of
Special Meeting.
Assets means the Send Shares and the
Other Assets.
BAI Group means BAI and its
Subsidiaries.
BAI or Company means Being AI
Limited (NZCN 1009777).
Board means the board of directors of
BAI.
Cash Consideration means a cash
amount equal to $202,000.00.
Companies Act means the Companies
Act 1993.
Completion means completion of the
Proposed Transaction in accordance
with the Sale Agreement.
Consideration means $8,789,676.00
(subject to adjustment in accordance
with the Sale Agreement), which is to
be satisfied by:
Wilshire paying BAI the Cash
Consideration;
Wilshire assuming the Specified
Liabilities; and
Wilshire offsetting the outstanding
balance of the Wilshire Loan owed
by BAI to Wilshire at Completion, in
full and final satisfaction of the
Wilshire Loan.
Excluded Assets means any cash held
by BAI, any prepayment made by BAI,
any deferred tax asset or GST
receivable attributable to BAI, any bond
held by a third party on behalf of BAI or
any other cash equivalents held by the
BAI at Completion.
Independent Directors means Michael
Stiassny, Greg Cross and Steve Phillips.
Independent Valuation means the
independent valuation in respect of the
Send Shares prepared by Simmons
Corporate Finance upon receipt by BAI
of the NBIO.
NBIO means the non-binding indicative
proposal received from Wilshire in
respect of the Send Shares and all of
BAI’s other rights, interests, assets and
property.
Other Assets means all of BAI’s other
rights, interests, assets and property in
addition to the Send Shares at
Completion but excluding the Excluded
Assets.
Proposed Transaction means the sale
by BAI of the Assets to Wilshire for the
Consideration and pursuant to the Sale
Agreement.
Related Parties has the meaning given
to that term in the NZX Listing Rules
(and Related Party means any one of
them).
Resolutions means resolutions 1 and 2
set out on page 7 of this Notice of
Special Meeting.
Sale Agreement means the sale and
purchase agreement between BAI and
Wilshire dated 3 November 2025
relating to the Proposed Transaction.
Send Global means Send Global
Limited (NZCN 2172794).
Send Shares means 100% of the
shares in Send Global.
Simmons Corporate Finance means
Simmons Corporate Finance Limited
(NZCN 1596799).
Specified Liabilities means the loan
and trade balance owed by BAI to Send
Global at Completion, which, as at 30
September 2025, has an aggregate
outstanding balance equal to
$8,059,006.00.
Subsidiaries has the meaning given to
it in the Companies Act (and
Subsidiary means any one of them).
3
Wilshire means Wilshire Treasury
Limited (NZCN 6885193).
Wilshire Loan means the outstanding
loan and trade balance owed by BAI to
Wilshire at Completion, which, as at 30
September 2025, had an aggregate
outstanding balance equal to
$528,670.00.
3
4
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is given that a special meeting of shareholders of Being AI Limited (Company or
BAI) will be by video conference on Wednesday, 10 December 2025, commencing at
3.00pm.
To participate in the meeting online please use the following link to the Company’s
virtual meeting platform: https://meetnow.global/nz.
The Explanatory Notes which accompany this Notice of Special Meeting set out the
details of the transactions that are the subject of the Resolutions and the approval
required for each Resolution by the shareholders of the Company under the NZX Listing
Rules and the Companies Act.
BUSINESS OF THE MEETING
A. Introduction and address by the Chair
B. Shareholder discussion
C. Consideration of, and voting on, the Resolutions
1. The sale to Wilshire of all of the Assets – Special Resolution – Listing Rule
5.1.1(a) and section 129(1) of the Companies Act
To consider and, if thought fit, pass the following resolution as a special
resolution of BAI:
“That the sale of all of the Assets to Wilshire in exchange for the Consideration
pursuant to the Sale Agreement is approved for the purposes of NZX Listing
Rule 5.1.1(a) (in respect of a significant change in the nature of the business of,
and in respect of a significant transaction for, BAI) and section 129(1) of the
Companies Act (in respect of a “major transaction” (as the term is defined in the
Companies Act)).”
Implementation of this Resolution 1 is conditional upon Resolution 2 being
approved by the shareholders of the BAI.
2. The sale to Wilshire of all of the Assets – Ordinary Resolution – Listing
Rule 5.2.1(b)
To consider and, if thought fit, pass the following resolution as an ordinary
resolution of BAI:
“That the sale of all of the Assets to Wilshire in exchange for the Consideration
pursuant to the Sale Agreement is approved for the purposes of NZX Listing
Rule 5.2.1(b) (in respect of a transaction with, or for the benefit of, “Related
Parties” (as the term is defined in the NZX Listing Rules) of BAI).”
Implementation of this Resolution 2 is conditional upon Resolution 1 being
approved by the shareholders of BAI.
D. Consider any other business that may properly be brought before the
meeting
5
EXPLANATORY NOTES – GENERAL
1. Explanatory Notes
The Company is listed on the NZX Main Board and must comply with the NZX
Listing Rules and the Companies Act. In addition, various provisions of the NZX
Listing Rules are included in the Company’s Constitution. The Companies Act, the
Constitution and the NZX Listing Rules contain specific requirements which are
relevant to the Resolutions comprised in this Notice of Special Meeting.
The implications of the NZX Listing Rules, the Companies Act and the Constitution,
insofar as they relate to Resolutions 1 and 2, are addressed in the Explanatory
Notes below. Additional information relating to Resolution 1 and 2 is set out
immediately following the Explanatory Notes in this Notice of Special Meeting and in
the Appraisal Report that accompanies this Notice of Special Meeting.
2. Voting Entitlements
The persons who will be entitled to vote on the Resolutions at the Special Meeting
are those persons who are Being AI Limited shareholders at 5.00 pm on 8
December 2025. Voting restrictions on the Resolutions are described in section 5
below.
3. Attending the Special Meeting
The Special Meeting will be held online only. There will be no concurrent in-person
meeting. If you wish, you can attend, and vote at, the Special Meeting online at:
https://meetnow.global/nz.
For more information about attending and voting at the Special Meeting, please
refer to the Virtual Meeting Guide that accompanies this Notice of Special Meeting.
4. Proxies
All shareholders of the Company entitled to attend and vote on any Resolution at
the Special Meeting are entitled to appoint a proxy to attend and vote for them
instead. You can do this by using one of the methods outlined below:
Completing the proxy/voting form online at www.investorvote.co.nz; or
Completing the proxy/voting form and either posting it or emailing it to the
Share Registrar.
A proxy form is enclosed and to be effective must be lodged with the Company’s
Share Registrar, Computershare Investor Services Limited, by either completing
the proxy form online at www.investorvote.co.nz, mailing the proxy form to
Computershare Investor Services Limited at Private Bag 92119, Auckland 1142, or
by sending your proxy form to corporateactions@computershare.co.nz (in each
case), so as to be received by no later than 48 hours before the meeting is due to
begin (i.e. by 3.00pm on 8 December 2025).
A proxy need not be a shareholder of the Company. If you wish to appoint a
director as your proxy, Mr Michael Stiassny, the Chair of the Company, is willing to
act on your behalf.
If you appoint a director of the Company as your proxy to vote on your behalf, then
any undirected proxies granted to the director will be voted in favour of the
relevant resolutions, other than where he or she is disqualified from voting on that
resolution.
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the Special Meeting, the Chair of the
Special Meeting (Mr Michael Stiassny) will be your proxy and will vote in accordance
with your express direction.
6
If you return this proxy form without directing the proxy how to vote on any
particular matter, the proxy will vote as he or she thinks fit, other than where he or
she is disqualified from voting on that resolution.
Section 5 below describes certain restrictions on who may be appointed as a
discretionary proxy in respect of Resolution 2. Any appointment of a person as a
discretionary proxy in respect of Resolution 2 that is subject to voting restrictions
will be invalid.
5. Voting Restrictions
Resolution 1
There are no voting restrictions applying to Resolution 1.
Resolution 2
Wilshire and any “Associated Person” (as defined in the NZX Listing Rules) of
Wilshire is not entitled to vote on Resolution 2 for the purposes of NZX Listing Rule
6.3.1. Wilshire’s “Associated Persons” include:
2061 LP;
Te Turanga Ukaipo Charitable Trust; and
Evan Christian.
2061 LP and Te Turanga Ukaipo Charitable Trust are each, to the extent applicable,
ultimately owned and controlled by Evan Christian and Katherine Allsopp-Smith.
Consequently, for the purposes of Resolution 2, Te Turanga Ukaipo Charitable Trust
and 2061 LP are considered “Related Bodies Corporate” of Wilshire (as defined in
the NZX Listing Rules) and, as such, are also regarded as “Associated Persons” of
Wilshire, which is likewise ultimately owned by Katherine Allsopp-Smith and Evan
Christian.
Persons subject to a voting restriction may not be appointed as a discretionary
proxy in respect of Resolution 2 (but can be appointed as a non-discretionary proxy
and expressly directed how to vote if appointed by a person who is not disqualified
from voting). Any votes cast on Resolution 2 by a person subject to a voting
restriction who has been appointed as a discretionary proxy will be invalid and will
not be counted.
6. Inter-Conditional Nature of the Resolutions
The implementation of Resolutions 1 and 2 are conditional upon the other
Resolution being approved by the shareholders of the Company entitled to vote. As
a result, neither Resolution will take effect unless both Resolutions are passed by
shareholders.
7. Shareholder Questions
Shareholders can submit questions ahead of the meeting. If you would like to
submit a question you can do so online or by using the enclosed proxy form.
Questions should be received by 3.00pm on 8 December 2025 (being 48 hours
before the time of the meeting). The Company has the discretion as to which of
these questions will be addressed at the meeting.
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EXPLANATORY NOTES – RESOLUTIONS
Resolutions 1 and 2 – Proposed Transaction
Background and Summary of Proposed Transaction
BAI was established as a diversified artificial intelligence services, deployment and
investment group. However, it has faced significant operational challenges in the past
year. Send Global, a mail and logistics business, is its only remaining business unit.
As previously communicated, the reconstituted Board of BAI has been undertaking a
comprehensive strategic review aimed at stabilising BAI's financial position since March
2025. To date, key actions taken include significantly reducing personnel, implementing
operational cost saving, closing Project Treehouse and divesting AGE Limited. More
recently, the focus has shifted to Send Global, with particular attention to the significant
debts owed by Send Global to ANZ Bank New Zealand Limited and Wilshire
5
. As at 31
October 2025, Send Global had outstanding debt of $9,319,317.42 owing to ANZ and
$3,848,558.80 (excluding unpaid interest) to Wilshire.
While Send Global continues to perform well, its projected contributions for FY26 and
beyond are insufficient to offset overheads, interest payments, and other costs of the BAI
Group (all of which are effectively funded by Send Global).
As a result, Send Global is unlikely to generate any shareholder returns for the BAI Group
without further financial support from Wilshire.
Accordingly, the Board has carefully evaluated various options for the future of Send
Global and the BAI Group as a whole, and these options are discussed further below.
During the course of those evaluations, Wilshire expressed an interest – via the NBIO -
– in acquiring the Send Shares and all of BAI’s other rights, interests, assets and
property.
Following receipt of the NBIO, the Board established a committee of the Independent
Directors
6
, to assess the NBIO and whether the Proposed Transaction would be in the best
interests of BAI shareholders not associated with Wilshire. As part of this assessment,
the Independent Directors obtained the Independent Valuation from Simmons Corporate
Finance.
7
Taking into account the Independent Valuation and the Independent Director’s
assessment of the alternative options for the future of Send Global (which are discussed
below), the Independent Directors determined it was in the best interests of all
shareholders to negotiate a transaction with Wilshire based on the NBIO.
After a period of negotiations, on 4 November 2025, it was announced that BAI and
Wilshire had entered into the Sale Agreement.
5
Wilshire is ultimately jointly owned and controlled Katherine Allsopp-Smith (Executive Director of BAI) and Evan
Christian (Katherine’s alternate director) via E K Trust Limited. Katherine and Evan are also both trustees of Te
Turanga Ukaipo Charitable Trust and ultimate owners of 2061 LP, which respectively hold 14.25% and 72.38%
of the shares in BAI.
6
Katherine Allsopp-Smith (Executive Director), Evan Christian (Katherine’s alternate director) and Paul Forno (CEO
of Send Global and Executive Director of BAI) were each considered “interested” (as that term is defined in the
Companies Act 1993) in discussions in relation to the NBIO, and so were excluded from all related committee and
Board discussions.
7
The Independent Valuation has not been provided to shareholders with this notice of meeting. Instead,
shareholders have been provided with the Appraisal Report, which the Independent Directors consider provides
a more instructive analysis for shareholders to review in assessing the merits of the Proposed Transaction. In
particular, the Independent Valuation was prepared in July 2025, and so reflects outdated financial information
as compared to the Appraisal Report which was prepared taking into account BAI’s management accounts for the
6 months ended 30 September 2025. Further, the Independent Valuation related solely to the valuation of the
Send Shares, being the key asset requiring valuation to assess the merits of the NBIO, whereas the Appraisal
Report takes into account the Proposed Transaction as a whole (including the transfer of both Send Shares and
the Other Assets, and Wilshire’s assumption of BAI’s interest bearing debt at Completion).
8
About Send Global
Send Global, a mail and logistics business, is BAI’s only remaining business unit. Send
Global operates 2 business streams:
NZ Mail – an aggregator of services in the physical distribution market in New Zealand.
Filecorp – a provider of filing products for the domestic and international markets.
Both NZ Mail and Filecorp operate a direct sales engagement model and third-party re-
sellers’ model across New Zealand. Whilst Send Global continues to perform well, it is
anticipated that it will need to implement pricing strategies, efficiency improvements
and strategic growth initiatives to continue to deliver a sustainable and profitable
business as the demand for “old school” services (mail and paper) will continue to
reduce in the near term.
Send Global’s financial performance over 2022–2025 has been variable:
Revenue grew at a compound annual growth rate (CAGR) of 1%, ranging from $36.9
million (2022) to $41.8 million (2023).
Gross profit also grew at a 1% CAGR over the period, maintaining a gross margin of
16%.
EBITDA increased at a 5% CAGR, from $3.3 million (2022) to $3.8 million (2025).
NPAT fluctuated between $0.04 million (2024) and $1.7 million (2022).
Send Global’s financial performance is expected to decline in 2026, with revenue
forecast to decrease by 8% to $34.8 million. This anticipated reduction is primarily due
to further decreases in mail volumes in New Zealand.
Upon completion of the Proposed Transaction, Send Global will cease to be part of the
BAI Group. Further information on Send Global’s business—including its projected
financial performance, business model, key customers, and corporate strategy—can be
found in section 3 of the Appraisal Report.
The BAI Group’s debt profile
The Proposed Transaction has been structured to address the BAI Group’s debt position,
which has increased considerably following the reverse takeover transaction completed
by Ascension Capital Limited on 28 March 2024, resulting in BAI’s listing on the NZX Main
Board.
In particular, since the reverse listing, the BAI Group has borrowed additional amounts
from both ANZ Bank New Zealand Limited and Wilshire to fund:
inventory purchases by Send Global;
BAI Group overheads; and
asset purchases by the BAI Group.
As 31 October 2025, the BAI Group’s interest bearing debt comprised:
$9,319,317.42 owed by Send Global to ANZ Bank New Zealand Limited;
$3,848,558.80 owed by Send Global to Wilshire; and
$528,670.21 owed by BAI to Wilshire
together, the Interest Bearing Debt.
Information regarding the security arrangements for Send Global’s debt liabilities owed
to ANZ and Wilshire are detailed in section 3.9 of the Appraisal Report. It should be
noted, in particular, that if Send Global is unable to meet its debt obligations to Wilshire
or ANZ, these lenders are entitled to enforce their respective security interests.
Under the Sale Agreement, Wilshire will assume all of the BAI Group’s Interest Bearing
Debt along with the intercompany balance owed by BAI to Send Global at Completion.
9
Therefore, following Completion, BAI’s liabilities will be minimal and, importantly, the BAI
Group will have no interest-bearing debt. The remaining liabilities will be limited to costs
associated with the preparation and audit of financial statements, directors’ and officers’
insurance premiums, maintaining BAI’s NZX listing, and any expenses arising from a
liquidation or other insolvency event. Under the Sale Agreement, Wilshire has agreed to
advance to BAI, on demand, the funds necessary to meet these costs, provided BAI has
first utilised all available cash, including the Cash Consideration (refer to pages 10-11
below for further details regarding the cost reimbursement obligation).
Key terms of the Proposed Transaction
The Sale Agreement contemplates that key terms of the transaction are as follows:
Assets: Wilshire will acquire the following assets from BAI:
o the Send Shares, being 100% of the issued shares in Send Global; and
o all of the Other Assets, being all other rights, interests, assets and property in
addition to the Send Shares at Completion but excluding the Excluded Assets (see
below). The Other Assets include (amongst other things) all intellectual property
rights (including those associated with Treehouse Technology), as well as any
rights and interests in claims of any kind against third parties (although BAI is not
currently pursuing any claims against third parties). The Independent Directors
consider that both the intellectual property rights associated with Treehouse
Technology and any claims against third parties each have a market value of $1,
and these values have been reflected in the Consideration for the Proposed
Transaction.
Excluded Assets: The Excluded Assets, as set out below, are expressly excluded
from the scope of the Proposed Transaction and shall remain with BAI after
Completion.
The Excluded Assets comprise: all cash held by BAI, any prepayments made by
BAI, any deferred tax assets or GST receivables attributable to BAI, any bonds
held by a third party on behalf of BAI, and any other cash equivalents held by BAI
at Completion.
Consideration: The consideration for the acquisition of the Assets will be
$8,789,676.00 (subject to adjustment in accordance with Sale Agreement), which will
be satisfied by:
o Wilshire assuming the loan and a trade balance owed by BAI to Send Global at
Completion. As at 30 September 2025, the Specified Liabilities had an aggregate
outstanding balance equal to $8,059,006.00, and the Consideration will increase
or decrease to reflect any increase or decrease in the value of Specified Liabilities
prior to Completion;
o Wilshire offsetting the outstanding loan and trade balance owed by BAI to Wilshire
at Completion against the Consideration, in full and final satisfaction of the
Wilshire Loan. As at 30 September 2025, the Wilshire Loan had an aggregate
outstanding balance equal to $528,670.00, and the Consideration will increase or
decrease to reflect any increase or decrease in the value of Wilshire Loan prior to
Completion;
3
and
o Wilshire paying BAI a cash amount equal to $202,000.00 (Cash Consideration).
Conditions: The Sale Agreement is conditional on:
o obtaining any necessary shareholder approvals under the NZX Listing Rules and
Companies Act 1993. These approvals are reflected in Resolutions 1 and 2.
10
o ANZ, Send Global’s senior lender, consenting to the Proposed Transaction on
acceptable terms.
Either party may terminate the Sale Agreement by written notice to the other if the
above conditions are not satisfied (or waived by agreement) by 5:00pm on 19
December 2025.
Warranties: BAI provides customary warranties under the Sale Agreement,
including title to the Assets and authority to enter into the Sale Agreement.
Completion: The Proposed Transaction is expected to complete as soon as possible,
and no later than five business days, following the Special Meeting, provided the
conditions in the Sale Agreement noted above are satisfied. On Completion:
o Legal and beneficial title to the Assets (but not the Excluded Assets) passes to
Wilshire, free of encumbrances; and
o The Consideration is satisfied in accordance with the actions set out above.
Post-Completion cost reimbursement:
o Under the Sale Agreement, if Completion occurs, Wilshire has agreed to advance
to BAI, on demand, the amount necessary for BAI to pay all reasonable out-of-
pocket costs and expenses incurred by BAI following Completion in connection
with BAI’s ongoing legal, contractual, or regulatory obligations, including the
preparation and audit of BAI’s financial statements, directors’ and officers’
insurance premiums, costs associated with BAI’s NZX listing, and any costs
relating to a liquidation or other insolvency event.
Any advance that is required to be made according to the arrangement shall be
made by Wilshire to BAI no later than 10 business days following written request
for payment of any such cost or expense.
o BAI must first use all available cash, including the Cash Consideration, to pay
these costs before it is entitled to require Wilshire to advance further funds. Any
advance made by Wilshire will be secured under the existing general security
agreement between Wilshire and BAI and will be made on the same terms as the
existing Wilshire Loan.
o Any advance under made by Wilshire will be subject to compliance with the NZX
Listing Rules (including NZX LR 5.2 (Transactions with Related Parties).
Specifically, Wilshire is considered a “Related Party” of BAI by virtue of its
association with Katherine Allsopp-Smith and Evan Christian, who are trustees of
the Te Turanga Ukaipo Charitable Trust and the ultimate owners of 2061 LP
Accordingly, NZX Listing Rule 5.2 will be triggered if a proposed advance by
Wilshire to BAI constitutes a “Material Transaction” (as defined in the Listing
Rules). In that event, BAI would be required to comply with the procedural
requirements of Rule 5.2, including obtaining shareholder approval by ordinary
resolution, with voting restrictions applying in accordance with NZX Listing Rule
6.3.
o Wilshire’s obligation to fund these costs may be terminated by written notice in
the following circumstances:
on one month’s prior notice at any time one month following Completion
(effectively providing that the cost reimbursement obligation will apply for a
minimum of two months); or
three months after Wilshire and its affiliates cease to control a majority of
BAI’s shares,
11
but any costs incurred prior to such termination remain subject to
reimbursement.
o For the avoidance of doubt, this cost reimbursement arrangement is
documented within the Sale Agreement itself and is not the subject of a separate
agreement.
Fiduciary Out Termination Right:
o The Sale Agreement includes a “fiduciary out” provision, which allows BAI to
terminate the agreement prior to Completion if its Board (excluding any
conflicted directors), acting in good faith and after receiving legal and financial
advice, determines that a bona fide competing proposal has been received
which, if completed, would be more favourable to BAI’s shareholders than the
Proposed Transaction, and that failing to terminate the agreement would likely
constitute a breach of the fiduciary or statutory duties of any member of BAI’s
Board.
o Before exercising this right, BAI must consult in good faith with Wilshire
regarding the competing proposal and its intention to terminate, and must give
Wilshire a reasonable opportunity (of not less than five business days) to make a
counter-proposal or take steps that would cause the Board to determine that
termination is no longer required to comply with its duties.
Rationale for the Proposed Transaction
Following Completion, BAI will be released from its obligations to repay:
the outstanding balance of the Specified Liabilities which, as at 30 September 2025,
was equal to $8,059,006.00; and
the outstanding balance of the Wilshire Loan which, as at 30 September 2025, was
equal to $528,670.00.
3
While Send Global continues to perform well (and continues to meet expectations in
FY26), its projected contributions for FY26 and beyond are insufficient to offset
overheads, interest payments, and other costs of the BAI Group (all of which are
effectively funded by Send Global).
The Independent Directors recommend the Proposed Transaction because:
without the Proposed Transaction, BAI and/or Send Global may become unable to
meet its ongoing financial obligation, including debt servicing and working capital
requirements, without further financial support from Wilshire; and
the Consideration for the Send Shares, which comprise substantially all of the value
of the Assets, is within the valuation range assessed by Simmons Corporate Finance
in sections 2.5 and 4 of the Appraisal Report, and the Proposed Transaction
represents the most pragmatic solution given the current financial position of BAI
and Send Global.
The Board also understand that, if the Resolutions are not approved and the Sale
Agreement is subsequently terminated, BAI’s major shareholder (being an entity
associated with Wilshire) may seek to call another shareholder meeting at which it would
seek to pass a resolution to approve commencement of a solvent liquidation of BAI in
accordance with the Companies Act. Such a solvent liquidation would result in further
costs to BAI, which in the Board’s view is unnecessary, with no realistic prospect of capital
being returned to shareholders in that liquidation.
How the Consideration was determined
The Consideration described above was determined through arm’s length negotiations,
informed by the Independent Valuation and a detailed analysis of the BAI Group’s financial
position - particularly that of Send Global, as it is BAI’s last remaining business unit -
including its asset base, liabilities, and projected revenues. In negotiating the Proposed
12
Transaction, the Independent Directors also took into account the limited other options
available to stabilise BAI’s financial position if they did not pursue the Proposed
Transaction.
Alternative options to the Proposed Transaction
As part of its strategic review, the Board considered all other commercially viable
alternatives for the future of Send Global and the BAI Group as a whole. These options
included the sale of the Send Shares to an independent third party and the solvent
liquidation of BAI in accordance with the Companies Act. Each of these alternatives is
addressed in turn below.
Third party sale
The Board carefully considered the sale of the Send Shares to an independent third party
as an alternative to the Proposed Transaction. However, the Appraisal Report illustrated
that Send Global is unlikely to have any comparative material value on the open market
due to its significant liabilities, including those owed to Wilshire. A third party sale is also
unlikely to enable BAI to discharge its obligations in respect of the Specified Liabilities
and the Wilshire Loan, which are significant in the context of the BAI Group. Accordingly,
even if there were a viable third party purchaser, any consideration received from a third
party is expected to be significantly lower than the Consideration agreed as part of the
Proposed Transaction.
Additionally, interests associated with Wilshire, 2061 LP and Te Turanga Ukaipo
Charitable Trust, hold a substantial majority of BAI’s shares and therefore have the
ability to veto any significant transaction under the Companies Act and NZX Listing
Rules. Consequently, in the event of a third party sale, these major shareholders could
prevent the transaction from proceeding if they considered it resulted in a worse result
in respect of the Specified Liabilities and Wilshire Loan as compared to the Proposed
Transaction. In contrast, the Proposed Transaction provides greater certainty and has
the backing of these majority shareholders. For these reasons, the Board considers it
the more attractive and viable option for BAI shareholders who are not associated with
Wilshire.
Notwithstanding that an alternative superior transaction is considered unlikely, the
Independent Directors have negotiated a “fiduciary out” termination right, which allows
BAI to terminate the agreement prior to Completion if its Board (excluding any
conflicted directors), acting in good faith and after receiving legal and financial advice,
determines that a bona fide competing proposal has been received which, if completed,
would be more favourable to BAI’s shareholders than the Proposed Transaction, and
that failing to terminate the agreement would likely constitute a breach of the fiduciary
or statutory duties of any member of BAI’s Board.
Solvent liquidation
The Board also carefully considered the option of a solvent liquidation of BAI as an
alternative to the Proposed Transaction with Wilshire. However, a solvent liquidation
would result in additional costs to BAI, including professional fees and expenses
associated with winding up, with the potential to damage any remaining value in BAI
(as an entity listed on the NZX) or Send Global. Given BAI’s financial position and
outstanding liabilities, there is no realistic prospect of any capital being returned to BAI
shareholders as part of any solvent liquidation, with any remaining value likely being
distributed to ANZ (Send Global’s senior lender) and Wilshire.
In contrast, the Proposed Transaction with Wilshire enables BAI to satisfy its material
liabilities such as the Specified Liabilities and Wilshire Loan, retain its NZX Main Board
listing, and preserve potential future opportunities for shareholders not associated with
Wilshire. For these reasons, the Board considers the Proposed Transaction to be a more
attractive option for BAI shareholders who are not associated with Wilshire.
However, as noted earlier, the Board understands that, if the Resolutions are not
approved and the Sale Agreement is subsequently terminated, BAI’s major shareholder
(being an entity associated with Wilshire) may seek to call another shareholder meeting
13
at which it would seek to pass a resolution to approve commencement of a solvent
liquidation of BAI in accordance with the Companies Act. BAI expects that entities
associated with Wilshire would not be prohibited from voting on any special resolution in
relation to a solvent liquidation, and therefore, given such entities’ respective
shareholdings in BAI, they could approve the resolution in relation to a solvent
liquidation without support of any other shareholder.
Disclosure of Associated Persons of Wilshire
Katherine Allsopp-Smith is an executive director of BAI, and Evan Christian acts as her
alternate director. Both Katherine Allsopp-Smith and Evan Christian are trustees of Te
Turanga Ukaipo Charitable Trust and are the ultimate owners of 2061 LP, which hold
14.25% and 72.38% of the shares in BAI, respectively. Evan Christian also owns
~0.05% of the shares in BAI in his personal capacity. Consequently, Te Turanga Ukaipo
Charitable Trust, 2061 LP and Evan Christian are considered “Related Bodies Corporate”
of Wilshire (as defined in the NZX Listing Rules) and, as such, are also regarded as
“Associated Persons” of Wilshire, which is ultimately owned by Katherine Allsopp-Smith
and Evan Christian.
Voting Intentions
Under the Sale Agreement, Wilshire has confirmed that it intends to vote, and procure
the casting of, all of the votes attached to the shares that it or its affiliates (including,
for these purposes, 2061 LP, Te Turanga Ukaipo Charitable Trust and Evan Christian)
hold in BAI in favour of any Resolutions (to the extent permitted by the NZX Listing
Rules and the Takeovers Code (Class Exemptions) Notice (No 2) 2001).
Independent and Robust Process Adopted
Given Evan Christian and Katherine Allsopp’s connections to both BAI and Wilshire
(outlined above), as well as Paul Forno’s role as CEO of Send Global, the identification,
management, and mitigation of both actual and perceived conflicts of interest have
been central to BAI’s oversight of the Proposed Transaction.
The BAI Board was mindful of adopting an independent and robust process where
shareholders would have confidence in the integrity of all aspects of the transaction
process, and that any subsequent recommendation by the Independent Directors in
favour of the Proposed Transaction was made on the basis that it delivers the best
outcome for shareholders not associated with Wilshire.
For these reasons, upon receipt of the NBIO from Wilshire, BAI established a committee
of the Independent Directors. Katherine Allsopp-Smith (Executive Director of BAI), Evan
Christian (Katherine’s alternate director) and Paul Forno (CEO of Send Global and
Executive Director of BAI) were each considered “interested” (as that term is defined in
the Companies Act) in discussions relating to the NBIO and the Proposed Transaction,
and so were excluded from all committee and Board discussions and decision-making
processes relating to the Proposed Transaction, including the receipt of any advice from
independent advisers.
Accordingly, the Independent Directors have conducted arm’s length negotiations with
Wilshire, with the assistance of its independent advisers. Wilshire has also instructed its
own independent advisers and has not been involved in BAI’s deliberations regarding
the Proposed Transaction. The Independent Directors also obtained an Independent
Valuation from Simmons Corporate Finance in respect of the Sale Shares. The Appraisal
Report, also prepared by Simmons Corporate Finance, includes information relating to
the Independent Valuation and is enclosed with this Notice of Special Meeting.
Financial Impact of the Proposed Transaction
Following Completion of the Proposed Transaction, BAI will only hold nominal assets,
which will comprise the Cash Consideration and Excluded Assets. As set out in section
2.6 of the Appraisal Report, these assets are expected to comprise:
Cash of $0.2 million;
14
Prepayments and other current assets of $0.1 million; and
A deferred tax asset of $0.1 million.
According to the Appraisal Report, BAI’s total equity will increase by $5.2 million from
negative $5.5 million to negative $0.2 million.
The Cash Consideration, together with the Excluded Assets, will be used to satisfy any
new liabilities and to maintain its status as a listed company on the NZX Main Board
while the directors consider new acquisition opportunities that are in the best interests
of all shareholders.
Following Completion of the Proposed Transaction, BAI’s liabilities are expected to be
minimal, comprising primarily of costs associated with the preparation and audit of
financial statements, directors’ and officers’ insurance premiums, maintaining BAI’s NZX
listing, and any expenses arising from a liquidation or other insolvency event.
Importantly, BAI will have no interest-bearing debt following Completion. Under the
Sale Agreement, Wilshire has agreed to advance to BAI, on demand, the funds
necessary to meet these costs, provided BAI has first utilised all available cash,
including the Cash Consideration (refer to pages 10-11 for further details regarding this
cost reimbursement obligation).
Further analysis of the impact of the Proposed Transaction on BAI’s pro forma financial
position is provided in section 2.6 of the Appraisal Report. Having considered all relevant
factors, Simmons Corporate Finance is of the opinion that the terms and conditions of the
Proposed Transaction are fair to all BAI shareholders not associated with Wilshire.
Particular risks of the Proposed Transaction
Risk:
There is a risk that the Proposed Transaction could be delayed if the conditions to
the Proposed Transaction (outlined above) are not satisfied within the expected
timeframes. Any such delays would postpone Wilshire’s assumption of the Specified
Liabilities, the offsetting of the balance of the Wilshire Loan against the
Consideration (and therefore full and final satisfaction of the Wilshire Loan), and the
receipt of the Cash Consideration required to meet any new liabilities and to
maintain the BAI’s status as a listed entity on the NZX Main Board.
If the conditions are not satisfied and the Proposed Transaction is cancelled, BAI
and/or Send Global may be unable to meet its ongoing financial obligations, including
debt servicing and working capital requirements, without further financial support
from Wilshire. Neither BAI nor Send Global are likely to have sufficient capital to meet
these financial obligations independently. The Board also understands that, in this
scenario, BAI’s major shareholder (an entity associated with Wilshire) may call a
further shareholder meeting to seek approval for the commencement of a solvent
liquidation of BAI in accordance with the Companies Act. Such a solvent liquidation
would result in further costs to BAI, and there would be no realistic prospect of capital
being returned to shareholders in that liquidation.
Considering the conditions to the Proposed Transaction noted above, the likelihood of
this risk materialising depends on how promptly BAI can secure ANZ’s consent to the
Proposed Transaction on acceptable terms. Timely receipt of ANZ’s consent is critical,
as it will ensure that BAI is released from any ongoing obligations, including the
accrual of interest, in respect of the liabilities to be assumed by Wilshire (including
the Specified Liabilities) upon Completion. Any delay in securing this consent would
mean that BAI must continue servicing these liabilities, which would further weaken
its financial position and increase its interest burden. The other condition - namely,
the passing of the Resolutions set out in this Notice of Special Meeting - will be
determined within the anticipated timeframe, as the special meeting of shareholders
is scheduled for Wednesday, 10 December 2025 at 3.00pm.
15
Mitigation:
BAI is seeking to mitigate these risks by:
o working closely with independent advisers to ensure all deadlines are met;
o providing BAI shareholders with sufficient information to demonstrate the
relative attractiveness of the Proposed Transaction compared to other options
for addressing BAI’s financial position; and
o working closely with ANZ to ensure that financier consent is obtained in a timely
manner.
Risk:
If BAI is unable to release all unpermitted security interests over the Assets at
Completion, there is a possibility that Wilshire may pursue a claim against BAI, as
BAI would be unable to deliver these assets free from encumbrances.
It is unlikely that this risk will materialise, as BAI and Wilshire have engaged
proactively throughout negotiations regarding the necessary security interests over
the Assets that must be released at Completion. BAI is confident that these
releases can be obtained.
Mitigation:
BAI is seeking to mitigate this risk by contacting all relevant secured parties, with
the help of its legal adviser, as early as possible to begin the process of removing all
unpermitted security interests.
Half year results for 6 months ended 30 September 2025
Shareholders should note that BAI is expected to publish its unaudited interim
consolidated financial statements for the six months ended 30 September on or around
30 November 2025. These financial statements will relate to a period prior to Completion,
and will therefore include the full financial contribution of Send Global to BAI.
Shareholders should also note that one of the sources of information taken into account
in preparing the Appraisal Report was BAI’s management accounts for the 6 months
ended 30 September 2025, and such management accounts are materially consistent
with the financial information that BAI expects will be reflected in BAI’s unaudited interim
consolidated financial statements for the six months ended 30 September.
After the sale is Completed, Send Global will no longer be part of the BAI Group, and
the BAI Group will only hold nominal assets (including the Excluded Assets). Future
financial statements will not include Send Global’s assets, liabilities, revenue, or
expenses. Shareholders are therefore cautioned not to rely on any financial
statements—including those to be published on or around 30 November 2025—that
include Send Global’s results when assessing the value of BAI shares after the sale, as
these will not reflect BAI’s financial position following the transaction.
BAI following Completion
Following Completion of the Proposed Transaction, BAI will have only nominal assets,
which will comprise the Cash Consideration and Excluded Assets. The Cash
Consideration, together with the Excluded Assets, will be used to satisfy any new
liabilities and to maintain its status as a listed company on the NZX Main Board while
the directors consider new acquisition opportunities. Although no specific acquisitions
have been identified to date, the directors are committed to actively seeking suitable
options and will keep shareholders informed of any developments regarding acquisitions
or future business intentions.
16
Following Completion, the Company is expected to have no employees, as all relevant
employees of the BAI Group are currently employed by Send Global or its subsidiaries.
No changes to the composition of the Board are currently anticipated. Accordingly, the
Company will effectively become a listed shell company with directors following
Completion, and will engage external support as required in order to meet its ongoing
obligations.
Recommendation
The Independent Directors unanimously recommends that shareholders vote in favour
of Resolution 1 and Resolution 2.
17
ADDITIONAL INFORMATION RELATING TO RESOLUTIONS
Nature of Resolutions
The Resolutions to be considered at the meeting include one special resolution
(Resolution 1) and one ordinary resolution (Resolution 2). A special resolution is a
resolution passed by a majority of 75% (or more) of the votes of shareholders of BAI,
entitled to vote and voting on the resolution. An ordinary resolution is a resolution
passed by a simple majority of votes of shareholders of BAI, entitled to vote and voting
on the Resolution.
Resolution 1
Resolution 1 is required by:
Listing Rule 5.1.1, as the Proposed Transaction would significantly change the
nature of BAI’s business and potentially involve a “Gross Value” (as defined in the
Listing Rules) above 50% of BAI’s “Average Market Capitalisation” (as defined in the
Listing Rules); and
Section 129(1) of the Companies Act, as the value of the Assets to be disposed of
pursuant to the Proposed Transaction is more than half the value of BAI’s assets
before the disposition.
Resolutions 2
Resolution 2 is required by Listing Rule 5.2.1(b), as the Proposed Transaction is a
“Material Transaction” (as defined in the Listing Rules) that is likely to result in a
“Related Party” (as defined in the Listing Rules) becoming a beneficiary of a Material
Transaction. The Proposed Transaction is a “Material Transaction” because it is a sale of
assets of BAI Group which may have an aggregate net value above 10% of BAI’s
average market capitalisation.
Wilshire is a “Related Party” to BAI due to its association with Katherine Allsopp-Smith
and Evan Christian, the trustees of the Te Turanga Ukaipo Charitable Trust and ultimate
owners of 2061 LP which are both major shareholders of BAI. Katherine Allsopp-Smith
and Evan Christian are directors and alternate directors of BAI, respectively.
Minority Buy-out Rights
As Resolution 1 is a special resolution (which is conditional upon Resolution 2 being
approved), if both Resolution 1 and Resolution 2 are passed, any BAI shareholder who
voted against it may require BAI to purchase its shares in accordance with section 110
of the Companies Act if that section applies.
Minority Buy-out Process
If a shareholder wishes to exercise its minority buy-out rights in accordance with section
110 of the Companies Act, that shareholder must, within 10 business days of
Resolution 1 being passed, give written notice to BAI that the shareholder requires BAI
to purchase the shareholder’s shares.
Within 20 business days of receipt of the notice, the Board must:
(a) agree to the purchase of the relevant shares by BAI; or
(b) arrange for some other person to agree to purchase the relevant shares; or
(c) apply to the court for an order exempting BAI from the obligation to purchase the
relevant shares on the grounds that the purchase would be disproportionately
damaging to BAI or that BAI cannot reasonably be required to finance the purchase
or it would not be just and equitable to require BAI to purchase the relevant shares
or on the grounds that the Board has resolved that the purchase of the relevant
shares by BAI would result in it failing to satisfy the solvency test and BAI has,
having made reasonable efforts to do so, been unable to arrange for the relevant
shares to be purchased by another person; or
18
(d) arrange for Resolution 1 to be rescinded by special resolution of shareholders, or
decide in the appropriate manner not to take the action concerned, as the case may
be; and
(e) give written notice to the shareholder of the Board's decision as to which of the
above actions it will take.
Where the Board agrees to the purchase of the relevant shares by BAI, it must give
notice to the relevant shareholder within five business days after the written notice of
the Board's decision referred to in the preceding paragraph, setting out the price the
Board offers to pay for those shares and certain information relating to how that price
was calculated. That price must be a fair and reasonable price (as at the close of
business on the day before the Resolution 1 was passed) for the relevant shares held by
the shareholder, calculated (subject to the following two sentences) using a default
methodology described in the Companies Act designed to allocate to the relevant shares
held by the shareholder a pro rata portion of the fair and reasonable value of all shares
in BAI adjusted to exclude any fluctuation in the value of all shares that occurred and
that was due to, or in expectation of, the Proposed Transaction. The Board may use a
different methodology to calculate the fair and reasonable price if using the default
methodology would be clearly unfair to the shareholder or BAI (and in that case the
Board must also state in the notice that a different methodology has been used and why
calculating the price under the default methodology would be clearly unfair).
A shareholder may object to the price offered by the Board by giving written notice to
BAI no later than 10 business days after the date the Board gave written notice to the
shareholder of the price offered by the Board. If, within that 10-business day period, no
objection to the price offered by the Board has been received by BAI, it must purchase
the relevant shareholder's shares at the nominated price. If, within that 10-business
day period, an objection to the price has been received by BAI, the fair and reasonable
price offered by the Board must be submitted to arbitration. BAI must within five
business days of receiving the objection pay to the shareholder on a provisional basis
the price offered by the Board. The arbitration is to be conducted in accordance with
the Arbitration Act 1996.
If the price determined by the arbitrator:
(a) exceeds the provisional price paid by BAI, then the arbitrator must order BAI to pay
the balance owing to the shareholder; or
(b) is less than the provisional price paid by BAI, then the arbitrator must order the
shareholder to pay the excess to BAI.
Except in exceptional circumstances, the arbitrator must award interest on any balance
payable or excess to be repaid.
If a balance is owing to the shareholder, the arbitrator may award to the shareholder, in
addition to or instead of interest, damages for loss attributable to the shortfall in the
initial payment.
Where the Board agrees to the purchase of the relevant shares by BAI, on the day on
which the Board gives written notice of the Board's decision to the purchase of the
relevant shares by BAI, the legal title to those shares passes to BAI and the rights of
the relevant shareholder in relation to those shares end.
If the Board arranges for some other person to agree to purchase the shares, the
process and terms set out in the paragraphs above apply (with such modifications as
may be necessary) to the purchase of shares by such person. In addition, BAI must
indemnify the shareholder in respect of any losses suffered by the shareholder by
reason of the failure by the person to purchase the shares at the price nominated or
fixed by arbitration, as the case may be.
19
Independent Directors’ Conclusion of the Fair and Reasonable Cash Price per Share
After careful consideration of available financial information and independent advice,
including the Appraisal Report, and a review of BAI’s assets, liabilities and forecast
financial performance, the Independent Directors have concluded that the fair and
reasonable cash price per share in BAI, as determined in accordance with section 112 of
the Companies Act, is likely to be nil. This assessment reflects the Independent
Directors’ view that, after accounting for all liabilities and obligations, there is unlikely to
be any residual value available to shareholders.
Inter-conditional Nature of the Resolutions
The implementation of Resolutions 1 and 2 are conditional upon the other Resolution
being approved by the shareholders of the Company.
Implications of the Resolutions not being passed
If the Resolutions are not passed:
BAI will not be able to satisfy the shareholder approval condition in the Sale
Agreement and, accordingly, will not be able to complete the Proposed Transaction.
The Sale Agreement would then be terminated.
BAI would continue to own and, in the case of Send Global, operate the Assets.
However, the BAI group would still be subject to the outstanding liability of the
Wilshire Loan.
BAI will have incurred significant sunk costs consisting predominantly of fees for
legal and tax advice in relation to the Proposed Transaction and the fees for
preparation of the Appraisal Report.
BAI will continue to incur significant interest costs on the outstanding balances of
the Specified Liabilities and the Wilshire Loan. Additionally, depending on Send
Global’s trading performance, BAI and/or Send Global may become unable to meet
their ongoing financial obligations without further financial support from Wilshire.
It is likely that the share price of BAI will fall lower.
NZ RegCo non-objection
NZX Regulation Limited (NZ RegCo) has provided written confirmation that it does not
object to this Notice of Special Meeting pursuant to Listing Rule 7.1.1. However, NZ
RegCo accepts no responsibility for any statement in this Notice of Special Meeting.
20
SCHEDULE 1 – APPRAISAL REPORT
---
www.simmonscf.co.nz
Being AI Limited
Appraisal Report
In Respect of the Sale of the
Shares in Send Global Limited
and Other Assets to Wilshire
Treasury Limited
November 2025
Being AI Limited Appraisal Report
Index
Section Page
1.
Introduction ........................................................................................................................ 1
2. Evaluation of the Fairness of the Send Global Transaction ............................................... 6
3. Profile of Send Global ...................................................................................................... 16
4. Valuation of Send Global ................................................................................................. 26
5. Profile of Being AI Limited ............................................................................................... 36
6. Sources of Information, Reliance on Information, Disclaimer and Indemnity .................. 41
7. Qualifications and Expertise, Independence, Declarations and Consents ...................... 43
Appendix
I. Comparable Companies Transaction Multiples ............................................................... 44
II. Comparable Companies Trading Multiples ...................................................................... 45
Being AI Limited Page 1 Appraisal Report
1. Introduction
1.1 Background
Being AI Limited (Being AI or the Company) was formed by a reverse takeover
transaction undertaken by Ascension Capital Limited (Ascension) on 28 March 2024
(the 2024 RTO Transaction) under which the Company acquired:
• Send Global Limited (Send Global)
• AGE Limited (AGE)
• Being Consultants Limited (BCL).
Being AI’s shares are listed on the main equities securities market (the NZX Main
Board) operated by NZX Limited (NZX) with a market capitalisation of approximately
$13.7 million as at 19 November 2025.
The Company’s audited total equity as at 31 March 2025 was approximately negative
$7.0 million.
A profile of Being AI is set out in section 5.
1.2 Send Global Limited
The Company acquired 100% of the shares in Send Global from 2061 Limited
Partnership (2061 LP) for $25 million on 28 March 2024 as part of the 2024 RTO
Transaction.
Consideration for the acquisition was in the form of the issue of 1,000,000,000 new
shares in the Company to 2061 LP at an issue price of $0.025 per share.
Send Global operates 2 business streams:
• a postal access operator and reseller of mail and courier services
• the provision of filing and document cataloguing solutions.
A profile of Send Global is set out in section 3.
1.3 Proposed Sale of Send Global and Other Assets
Being AI announced on 4 November 2025 that it has signed a conditional agreement
with Wilshire Treasury Limited (Wilshire) whereby Being AI will sell 100% of the
shares in Send Global and certain assets to Wilshire (the Send Global Transaction).
The key terms of the Send Global Transaction as set out in the Agreement to Buy
the Shares in Send Global Limited and Certain Other Assets dated 3 November 2025
(the Send Global Agreement) are:
• Wilshire will acquire 100% of the shares in Send Global
• Wilshire will also acquire all of Being AI’s rights, interests, assets and property
at completion (the Other Assets), including (but not limited to):
− all claims of any nature that Being AI may have against third parties
(including former directors and professional advisers)
− all intellectual property rights associated with Treehouse Technology
− the loan of $364,552.99 owing by Possibl Limited (Possibl) to Being AI
(the Possibl Loan)
Being AI Limited Page 2 Appraisal Report
− fixed assets (consisting of computer equipment, website, office equipment
and office furniture)
• the Other Assets specifically exclude the following assets held by Being AI (the
Excluded Assets):
− cash held by Being AI (as opposed to cash held by Send Global)
− prepayments made by Being AI
− deferred tax assets
− GST receivables
− any bond held by a third party on behalf of Being AI
− any other cash equivalents held by Being AI at completion
• the aggregate consideration for the shares in Send Global and the Other Assets
will be $8,789,676 (the Consideration), which is to be satisfied as follows:
− Wilshire will assume $8,059,006 of loan and trade balance owing by Being
AI to Send Global (the Specified Liabilities)
− Wilshire will offset $528,670 of loan and trade balance owing to it by Being
AI against the purchase price
− the balance of $202,000 will be paid in cash to Being AI
• the Consideration is subject to adjustment to reflect changes in the outstanding
loan and trade balances between 30 September 2025 and completion
• the transaction is conditional on:
− shareholder approval required under the NZX Listing Rules (the Listing
Rules) and the Companies Act 1993
− ANZ Bank New Zealand Limited (ANZ) consenting to the transaction
• unless otherwise agreed, completion will occur no later than 5 business days
after the agreement becomes unconditional.
1.4 Wilshire Treasury Limited
Wilshire was incorporated on 2 August 2012.
Wilshire is wholly owned by Christian Family Trust Limited, a company controlled by
Evan Christian and Katherine Allsopp-Smith.
Mr Christian is Wilshire’s sole director.
Ms Allsopp-Smith is a director of Being AI and Mr Christian acts as
Ms Allsopp-Smith’s alternate director.
As at 30 September 2025, Wilshire had provided $4,372,066 of loans to Being AI and
Send Global (excluding unpaid interest):
• BAI – $523,507 (the Wilshire BAI Loan)
• Send Global –$3,848,559 (the Wilshire SG Loan).
Being AI Limited Page 3 Appraisal Report
Being AI announced on 19 November 2025 that it has agreed with Wilshire to
increase the Wilshire BAI Loan facility limit from $500,000 to $1,100,000 to fund the
Company’s working capital requirements and repay bank debt. Being AI will draw
additional funds down from the Wilshire BAI Loan as required.
2061 LP sold Send Global to Being AI as part of the 2024 RTO Transaction. 2061
LP is a limited partnership of which Mr Christian and Ms Allsopp-Smith are the
ultimate owners. It is Being AI’s largest shareholder, holding 72.38% of Being AI’s
shares.
Te Turanga Ukaipo Charitable Trust (TTUCT), which Mr Christian and
Ms Allsopp-Smith are trustees of, is Being AI’s second largest shareholder, holding
14.25% of Being AI’s shares.
Mr Christian also holds 0.05% of Being AI’s shares in his own name.
We refer to Wilshire, 2061 LP, TTUCT, Mr Christian and Ms Allsopp-Smith
collectively as the Wilshire Associates.
Collectively, the Wilshire Associates hold 86.67% of Being AI’s shares.
1.5 Special Meeting
Being AI is holding a special meeting of shareholders on 10 December 2025 where
the Company will seek shareholder approval of:
• a special resolution in respect of the Send Global Transaction in accordance
with Listing Rule 5.1.1(a) and section 129(1) of the Companies Act (the Special
Resolution)
• an ordinary resolution in respect of the Send Global Transaction in accordance
with Listing Rule 5.2.1(b) (the Ordinary Resolution).
We refer to the Special Resolution and the Ordinary Resolution collectively as the
Send Global Transaction Resolutions.
The Special Resolution and the Ordinary Resolution are interdependent. Both
resolutions must be passed in order for either resolution to be passed.
A special resolution is a resolution passed by 75% of votes of those shareholders
entitled to vote and voting on the resolution in person or by proxy.
An ordinary resolution is a resolution passed by a simple majority of votes of those
shareholders entitled to vote and voting on the resolution in person or by proxy.
The Wilshire Associates are permitted to vote on the Special Resolution.
The Wilshire Associates are not permitted to vote on the Ordinary Resolution.
If both the Special Resolution and the Ordinary Resolution are passed, any
shareholder who voted against the Special Resolution may require the Company to
purchase its shares in accordance with section 110 of the Companies Act covering
minority buy-out rights.
The minority buy-out process is detailed in the notice of special meeting in the section
entitled Additional Information Relating to Resolutions.
We have not been engaged to, and do not express any opinion in this report as to
what a fair and reasonable price may be under the minority buy-out process.
Being AI Limited Page 4 Appraisal Report
We note that the Company’s independent directors have stated that after careful
consideration of available financial information and independent advice, including this
Appraisal Report, and a review of Being AI’s assets, liabilities and forecast financial
performance, they are of the view that the fair and reasonable price per share in
Being AI, as determined in accordance with section 112 of the Companies Act, is
likely to be nil as there is unlikely to be any residual value available to shareholders
after accounting for all liabilities and obligations.
1.6 Regulatory Requirements for this Appraisal Report
Listing Rule 5.1.1 stipulates that an Issuer must not enter into a transaction to sell
assets where the transaction would significantly change, either directly or indirectly,
the nature of the Issuer‘s business unless the transaction is approved by way of an
ordinary resolution from shareholders.
Section 129(1) of the Companies Act stipulates that a company must not enter into a
major transaction unless the transaction is approved by way of a special resolution
from shareholders.
The Special Resolution addresses the requirements of both Listing Rule 5.1.1 and
section 129(1) of the Companies Act.
Listing Rule 5.2.1 stipulates that an Issuer must not enter into a Material Transaction
if a Related Party is a party to the Material Transaction or to one of a related series
of transactions of which the Material Transaction forms part unless the Material
Transaction is approved by way of an ordinary resolution from shareholders not
associated with the Related Party.
The Send Global Transaction would significantly change the nature of Being AI’s
business.
The Wilshire Associates are Related Parties of the Company as:
• 2061 LP and TTUCT each hold more than 10% of the Company’s shares
• Ms Allsopp-Smith is a director of Being AI and Mr Christian acts as her alternate
director.
The Ordinary Resolution addresses the requirements of Listing Rule 5.2.1.
Listing Rule 7.8.8 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution required by Listing Rule 5.2.1.
1.7 Summary of Opinion
Our evaluation of the fairness of the Send Global Transaction as required under the
Listing Rules is set out in section 2.
In our opinion, after having regard to all relevant factors, the terms and conditions of
the Send Global Transaction are fair to the Company’s shareholders not associated
with the Wilshire Associates (the Non-associated Shareholders).
1.8 Purpose of the Report
The Company’s non-executive directors not associated with the Wilshire Associates,
being Greg Cross, Steve Phillips and Michael Stiassny (the Non-associated
Directors) have engaged Simmons Corporate Finance to prepare an Appraisal
Report on the fairness of the Send Global Transaction in accordance with the Listing
Rules.
Simmons Corporate Finance was approved by NZX Regulation Limited (NZ RegCo)
on 10 September 2025 to prepare the Appraisal Report.
Being AI Limited Page 5 Appraisal Report
Simmons Corporate Finance issues this Appraisal Report to the Non-associated
Directors for the benefit of the Non-associated Shareholders to assist them in forming
their own opinion on whether to vote for or against the Send Global Transaction
Resolutions.
We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the fairness of the Send Global Transaction
in relation to each shareholder. This report on the fairness of the Send Global
Transaction is therefore necessarily general in nature.
The Appraisal Report is not to be used for any other purpose without our prior written
consent.
Being AI Limited Page 6 Appraisal Report
2. Evaluation of the Fairness of the Send Global Transaction
2.1 Basis of Evaluation
Listing Rule 7.10.2 requires an Appraisal Report to consider whether the terms and
conditions of the Send Global Transaction are fair to the Company’s shareholders.
There is no legal definition of the term fair in either the Listing Rules or in any statute
dealing with securities or commercial law in New Zealand.
In our opinion, the Send Global Transaction will be fair to the Non-associated
Shareholders if:
• they are likely to be at least no worse off if the Send Global Transaction
proceeds than if it does not. In other words, we consider that the Send Global
Transaction will be fair if there is no value transfer from the Non-associated
Shareholders to the Wilshire Associates, and
• the Wilshire Associates have not used undue influence or personal connections
to achieve a favourable outcome for themselves, and
• the terms and conditions of the Send Global Transaction are in line with market
terms and conditions.
A transfer of value from the Non-associated Shareholders to the Wilshire Associates
may occur if the Send Global Transaction is undertaken at below fair market value,
thereby providing the Wilshire Associates with an economic benefit that the
Non-associated Shareholders cannot participate in.
We have evaluated the fairness of the Send Global Transaction by reference to:
• the rationale for the Send Global Transaction
• the terms and conditions of the Send Global Transaction
• the value of Send Global and the Other Assets to be acquired by the Wilshire
Associates
• the impact of the Send Global Transaction on the financial position of Being AI
• the benefits and disadvantages to the Non-associated Shareholders of the
Send Global Transaction
• the benefits and disadvantages to the Wilshire Associates of the Send Global
Transaction
• the implications if the Send Global Transaction Resolutions are not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.
Being AI Limited Page 7 Appraisal Report
2.2 Evaluation of the Fairness of the Send Global Transaction
In our opinion, after having regard to all relevant factors, the terms and
conditions of the Send Global Transaction are fair to the Non-associated
Shareholders.
The basis for our opinion is set out in detail in sections 2.3 to 2.12. In summary, the
key factors leading to our opinion are:
• in our view, the rationale for the Send Global Transaction is sound:
− Being AI’s current financial position is precarious. Its total equity as at
30 September 2025 was approximately negative $5.5 million and it owed
over $12.6 million in interest bearing debt (IBD) to ANZ and Wilshire as at
30 September 2025
− Send Global is the Company’s only asset of material value. However,
Send Global is unlikely to be able to generate sufficient financial returns to
service Being AI’s IBD, meet Being AI’s ongoing corporate overheads and
provide an adequate return to the Company’s shareholders
− the sale of Send Global and the Other Assets will relieve Being AI of all of
its IBD, improve the Company’s financial position and revert it to being a
listed shell company seeking acquisitions to effect another reverse
takeover transaction
− the alternatives to the Send Global Transaction are unlikely to deliver a
superior outcome for the Non-associated Shareholders
• we consider the sale price of approximately $8.3 million for the Send Global
shares (based on Send Global’s financial position as at 30 September 2025) to
be fair to the Non-associated Shareholders as it is close to the upper end of
our assessment of the fair market value of the Send Global shares of between
approximately $5.5 million and $8.5 million
• we consider the terms and conditions of the Send Global Transaction to be in
line with market terms and conditions and are therefore fair to the
Non-associated Shareholders
• if the Send Global Transaction Resolutions are not approved, then the Send
Global Transaction will not proceed and Being AI will retain ownership of Send
Global and the Other Assets. In such circumstances:
− Being AI will still be subject to the outstanding liabilities of the Specified
Liabilities and the Wilshire BAI Loan and will continue to incur significant
interest costs on the outstanding balances
− depending on Send Global’s trading performance, Being AI may become
unable to meet its ongoing financial obligations without further financial
support from Wilshire
− Being AI’s share price may possibly fall below the prices at which they have
recently traded
Being AI Limited Page 8 Appraisal Report
• the Non-associated Directors understand that if the Send Global Transaction
Resolutions are not approved and the Send Global Agreement is subsequently
terminated, 2061 LP may seek to call another shareholder meeting at which it
would seek to pass a resolution to approve the commencement of a solvent
liquidation of Being AI in accordance with the Companies Act. Such a solvent
liquidation would result in further costs to Being AI with no realistic prospect of
capital being returned to the Non-associated Shareholders under the
liquidation.
2.3 Rationale for the Send Global Transaction
Background
Send Global was acquired from 2061 LP on 28 March 2024 for $25 million as part of
the 2024 RTO Transaction, following shareholder approval of the 2024 RTO
Transaction on that date.
Immediately following the 2024 RTO Transaction, the Being AI group consisted of
Send Global, AGE and BCL.
The objective of the 2024 RTO Transaction was to create a group positioned for the
business transformation impact that will result from artificial intelligence (AI) and
similar advanced technologies. The Company’s strategy was to build, advise and
invest in this disruption by providing diversified AI and advanced technology related
services.
The Company sought to raise new capital for deployment and investment across its
business divisions in September 2024 via a share purchase plan for existing
shareholders and a concurrent general offer to non shareholders.
Of the 9,340,000 new ordinary shares on offer at $0.60 per share, only 570,025 new
shares (approximately 6% of the shares offered) were taken up, raising
approximately $0.34 million (before legal costs). Subsequently, the Company
explored opportunities to raise new capital from external sources but no reasonable
offers were received.
BCL was sold back to its original owner in November 2024.
The 3 Non-associated Directors were appointed to the Company’s board of directors
(the Board) on 31 March 2025. Since then, the reconstituted Board has undertaken
a comprehensive strategic review aimed at stabilising Being AI’s financial position.
Key actions taken to date include:
• significantly reducing personnel
• implementing operational cost savings
• divesting Being Education (including AGE)
• closing Being AI’s agentic commerce and other artificial intelligence initiatives
(known as Project Treehouse).
More recently, the Board’s focus has shifted to Send Global – Being AI’s remaining
operating business. Send Global has significant debts owing to ANZ and Wilshire.
As at 31 October 2025, Send Global owed:
• $9,319,317 to ANZ
• $3,848,559 (excluding unpaid interest) to Wilshire.
Being AI Limited Page 9 Appraisal Report
We are advised that while the Board considers that Send Global continues to perform
well, its forecast financial performance for the 2026 financial year and beyond is
considered to be insufficient to offset Being AI’s overheads, interest payments and
other costs.
As a result, the Board is of the view that Send Global is unlikely to generate any
shareholder returns without further financial support from Wilshire. Accordingly, the
Board evaluated various options for the future of Send Global and the Being AI group
as a whole.
Wilshire Proposal
During the course of its evaluations, the Board received a non-binding indicative
proposal (NBIP) from Wilshire on 23 June 2025 in respect of the acquisition of 100%
of the shares in Send Global and all of Being AI’s other rights, interests, assets and
property.
Following receipt of the NBIP, the Board established a committee of independent
directors, being the 3 Non-associated Directors, to assess the NBIP and whether the
proposed transaction would be in the best interests of the Non-associated
Shareholders.
As part of this assessment, the Non-associated Directors engaged Simmons
Corporate Finance to prepare an independent valuation of the Send Global. Our
valuation assessment was completed in July 2025.
Based on the independent valuation assessment and their assessment of the
alternative options for the future of Send Global, the Non-associated Directors
determined it was in the best interests of all shareholders to negotiate a transaction
with Wilshire based on the NBIP.
Send Global Agreement
The Non-associated Directors conducted arm’s length negotiations with Wilshire,
with the assistance of their independent advisers. The negotiations culminated in the
signing of the Send Global Agreement on 3 November 2025.
The Non-associated Directors consider the Send Global Transaction to be in the best
interests of the Company and the Non-associated Shareholders on the basis that the
terms and conditions of the transaction are fair and, in the absence of the transaction,
Being AI faces significant financial risks, including the potential inability to meet its
debt obligations.
Following the completion of the Send Global Transaction, Being AI will only hold
nominal assets. The Board intends to maintain the Company’s listing on the NZX
Main Board while it considers new acquisition opportunities.
Conclusion
In our view, the rationale for the Send Global Transaction is sound:
• Being AI’s current financial position is precarious:
− its total equity as at 30 September 2025 was negative $5.5 million
− it owed over $12.6 million in IBD to ANZ and Wilshire as at 30 September
2025
Being AI Limited Page 10 Appraisal Report
• Send Global is the Company’s only asset of material value. However, Send
Global is unlikely to be able to generate sufficient financial returns to service
Being AI’s IBD, meet Being AI’s ongoing corporate overheads and provide an
adequate return to the Company’s shareholders
• the sale of Send Global and the Other Assets will relieve Being AI of all of its
IBD and revert the Company to being a listed shell seeking acquisitions to effect
another reverse takeover transaction
• as discussed in section 2.7, the alternatives to the Send Global Transaction are
unlikely to deliver a superior outcome for the Non-associated Shareholders.
2.4 Terms of the Send Global Transaction
Being AI and Wilshire have entered into the Send Global Agreement whereby
Wilshire will acquire 100% of the shares in Send Global and the Other Assets under
the terms and conditions set out below.
Assets Being Sold
Wilshire will acquire:
• 100% of the shares in Send Global
• the Other Assets, including (but not limited to):
− all claims of any nature that Being AI may have against third parties
− all intellectual property rights associated with Treehouse Technology
− the Possibl Loan
− specific fixed assets.
The Other Assets specifically exclude the Excluded Assets (detailed in section 1.3).
The market values ascribed to the assets being sold total $8,789,676:
• Send Global shares – $8,347,271
• Treehouse Technology intellectual property rights – $1
• Being AI’s rights and interest in all claims against third parties – $1
• Possibl Loan – $364,553
• fixed assets – $77,850.
Consideration
The Consideration is $8,789,676 (subject to adjustment in accordance with Send
Global Agreement), which will be satisfied by:
• Wilshire assuming the Specified Liabilities (being the outstanding loan and a
trade balance owed by Being AI to Send Global at completion) which as at
30 September 2025 amounted to $8,059,006:
− loan – $7,973,660
− trade balance – $85,346
Being AI Limited Page 11 Appraisal Report
• Wilshire offsetting the Wilshire BAI Loan (being the outstanding loan and trade
balance owed by Being AI to Wilshire at completion) against the Consideration
in full and final satisfaction of the Wilshire BAI Loan. As at 30 September 2025,
the Wilshire BAI Loan amounted to $528,670
• Wilshire paying Being AI a cash amount equal to $202,000 (the Cash
Consideration).
Send Global Transaction Asset Values and Consideration
Assets Sold $ Consideration $
Send Global shares 8,347,271 Specified Liabilities 8,059,006
Treehouse Technology rights 1 Wilshire BAI Loan 528,670
Third party claim rights 1 Cash Consideration 202,000
Possibl Loan 364,553
Fixed assets 77,850
Total
8,789,676
Total
8,789,676
Source: Send Global Agreement
Being AI announced on 19 November 2025 that it has agreed with Wilshire to
increase the Wilshire BAI Loan facility limit from $500,000 to $1,100,000 to fund the
Company’s working capital requirements and repay bank debt. Being AI will draw
additional funds down from the Wilshire BAI Loan as required.
To the extent that additional amounts are drawn down under the Wilshire BAI Loan
prior to completion, the Send Global Agreement contemplates that Wilshire will
assume that increased loan balance at completion, which will effectively increase the
Consideration.
Conditions
The Send Global Transaction is subject to 2 conditions:
• the approval of Share Global Transaction Resolutions
• ANZ consenting to the transaction.
Either party may terminate the Send Global Agreement if the conditions are not
satisfied by 19 December 2025.
Warranties
Being AI has provided certain warranties to Wilshire, including title to the Send Global
shares and the Other Assets and authority to enter into the Send Global Agreement.
We consider the warranties provided by Being AI to be customary for a transaction
of this nature and to be reasonable.
Completion
Unless otherwise agreed, completion is scheduled to occur no later than 5 business
days after the Send Global Agreement becomes unconditional.
Being AI Limited Page 12 Appraisal Report
Post-completion Cost Reimbursement
Wilshire has agreed to advance to Being AI, on demand, the amount necessary for
Being AI to pay all reasonable out-of-pocket costs and expenses that it incurs
following completion of the Send Global Transaction in connection with the
Company’s ongoing legal, contractual or regulatory obligations and any costs relating
to a liquidation or other insolvency event.
Wilshire’s obligation to fund these costs may be terminated by written notice after a
specified period following completion or if Wilshire and its affiliates cease to control
a majority of Being AI’s shares. Any costs incurred prior to such termination remain
subject to reimbursement.
Fiduciary Out Termination Right
Being AI may terminate the Send Global Agreement prior to completion if the
Non-associated Directors, acting in good faith and after receiving legal and financial
advice, determine that a bona fide competing proposal has been received which, if
completed, would be more favourable to Being AI’s shareholders than the Send
Global Transaction, and that failing to terminate the agreement would likely constitute
a breach of the fiduciary or statutory duties of any member of the Board.
Before exercising this right, Being AI must consult in good faith with Wilshire
regarding the competing proposal and its intention to terminate and must give
Wilshire a reasonable opportunity (of not less than 5 business days) to make a
counter-proposal or take steps that would cause the Board to determine that
termination is no longer required to comply with its duties.
2.5 Value of Send Global
Our assessment of the value of Send Global is set out in section 4.
We assess the fair market value of 100% of the shares in Send Global to be in the
range of approximately $5.5 million to $8.5 million as at 30 September 2025.
The agreed value of 100% of the shares in Send Global in the Send Global
Agreement is approximately $8.3 million, which is close to the upper end of our
valuation range.
2.6 Impact on Being AI’s Financial Position
Set out below is the illustrative effect of the Send Global Transaction on Being AI’s
financial position, assuming the transaction was completed on 30 September 2025.
Illustrative Impact of the Send Global Transaction
As at
30 Sep 25
(Unaudited)
$000
Send Global
Transaction
$000
As at
30 Sep 25
(Pro Forma)
$000
Current assets 10,152 (9,832) 320
Non current assets 6,378 (6,378) -
Total assets 16,530 (16,210) 320
Current liabilities (12,074) 11,403 (671)
Non current liabilities (9,927) 10,029 102
Total liabilities (22,001) 21,432 (569)
Total equity
(5,471)
5,222
(249)
Source: Being AI
Being AI Limited Page 13 Appraisal Report
Following the completion of the Send Global Transaction, Being AI will have no
employees and will only hold nominal assets comprising the Cash Consideration and
the Excluded Assets:
• cash of $0.2 million
• $0.1 million of prepayments and other current assets
• $0.1 million of deferred tax asset.
Being AI’s total equity will increase by $5.2 million from negative $5.5 million to
negative $0.2 million.
The Non-associated Directors have stated that the Cash Consideration, together with
the Excluded Assets, will be used to satisfy any new liabilities and to maintain Being
AI’s status as a listed company on the NZX Main Board while the Board evaluates
new acquisition opportunities that are considered to be in the best interests of all
shareholders.
2.7 Alternatives to the Send Global Transaction
We are advised that as part of its strategic review, the Board evaluated what it
considered to be all other commercially viable alternatives for the future of Send
Global and Being AI. These options included 2 potential alternatives to the Send
Global Transaction:
• a sale of Send Global to a third party
• a solvent liquidation of the Company.
Third Party Sale
The Board considered the sale of Send Global to a third party as an alternative to
selling Send Global to Wilshire. However, the Board was of the view that Send Global
was unlikely to have any comparative material value on the open market due to its
significant liabilities, including those owed to Wilshire. Furthermore, a third party sale
was unlikely to enable Being AI to discharge its obligations in respect of the Specified
Liabilities and the Wilshire BAI Loan. Accordingly, the Board was of the view that
even if there was a viable third party purchaser, any consideration received from the
third party would likely be significantly lower than the Consideration under the Send
Global Transaction.
Furthermore, the Board was conscious that the Wilshire Associates have the ability
to veto any significant transaction under the Companies Act and the Listing Rules
and therefore could prevent the transaction from proceeding if they considered it
resulted in a worse outcome for Wilshire compared with the Send Global Transaction.
Solvent Liquidation
The Board also considered the option of a solvent liquidation of Being AI as an
alternative to the Send Global Transaction. However, a solvent liquidation would
result in additional costs to Being AI (such as professional fees and expenses
associated with winding up) with the potential to damage any remaining value in
Being AI (as an entity listed on the NZX Main Board) and Send Global.
Given Being AI’s total equity position of negative $5.5 million as at 30 September
2025 and its outstanding liabilities, it is unlikely that any capital would be returned to
Being AI’s shareholders as part of any solvent liquidation, as any proceeds from the
realisation of the Company’s assets would likely be fully distributed to ANZ and
Wilshire (as secured lenders to Being AI and Send Global).
Being AI Limited Page 14 Appraisal Report
2.8 Main Advantage to the Non-associated Shareholders of the Send Global
Transaction
The main advantage of the Send Global Transaction to the Non-associated
Shareholders is that it enables Being AI to satisfy its material liabilities such as the
Specified Liabilities and Wilshire BAI Loan, retain its NZX Main Board listing and
preserve potential future opportunities for the Non-associated Shareholders.
2.9 Main Disadvantage to the Non-associated Shareholders of the Send Global
Transaction
The main disadvantage of the Send Global Transaction to the Non-associated
Shareholders is that they will no longer hold an indirect investment in Send Global
(via their investment in Being AI) and therefore will not participate in any improvement
in Send Global’s performance if it were to happen.
2.10 Advantages to the Wilshire Associates of the Send Global Transaction
The Send Global Transaction will enable the Wilshire Associates to buy back Send
Global for approximately $8.3 million after selling it to Being AI in March 2024 for
$25.0 million, while still maintaining an 86.67% shareholding in the listed shell
company that Being AI will become.
2.11 Likelihood of the Send Global Transaction Resolutions Being Approved
The Send Global Transaction Resolutions consist of the Special Resolution and the
Ordinary Resolution. The 2 resolutions are interdependent and both resolutions must
be passed in order for either resolution to be passed.
The Non-associated Directors have unanimously recommended that shareholders
vote in favour of the Send Global Transaction Resolutions.
The Wilshire Associates are permitted to vote on the Special Resolution. Under the
Send Global Agreement, Wilshire has expressed an intention that the Wilshire
Associates will vote in favour of the Special Resolution. Assuming the Wilshire
Associates vote in favour, the Special Resolution is certain to be passed as the
Wilshire Associates hold 86.67% of the Company’s shares.
The Wilshire Associates are not permitted to vote on the Ordinary Resolution.
The 2 largest Non-associated Shareholders – Excalibur Capital Partners Limited
(Excalibur) and New Zealand Depository Nominee Limited (NZDNL) – collectively
hold 9.65% of the Company’s shares, which equate to 72.41% of the voting rights in
respect of the Ordinary Resolution. Accordingly, the votes of these 2 shareholders
will largely determine the outcome of whether the Ordinary Resolution (and hence
the Send Global Transaction Resolutions) will be approved.
Being AI Limited Page 15 Appraisal Report
2.12 Implications if the Send Global Transaction Resolutions are not Approved
If the Send Global Transaction Resolutions are not approved, then the Send Global
Transaction will not proceed and Being AI will retain ownership of Send Global and
the Other Assets. In such circumstances:
• Being AI will still be subject to the outstanding liabilities of the Specified
Liabilities and the Wilshire BAI Loan
• Being AI will continue to incur significant interest costs on the outstanding
balances of the Specified Liabilities and the Wilshire BAI Loan. Additionally,
depending on Send Global’s trading performance, Being AI and Send Global
may become unable to meet their ongoing financial obligations (including debt
servicing and working capital requirements) without further financial support
from Wilshire
• Being AI will have incurred significant sunk costs (consisting mainly of fees in
respect of legal and tax advice and the preparation of this Appraisal Report)
• Being AI’s share price may possibly fall below the prices at which they have
recently traded.
The Non-associated Directors understand that if the Send Global Transaction
Resolutions are not approved and the Send Global Agreement is subsequently
terminated, 2061 LP may seek to call another shareholder meeting at which it would
seek to pass a resolution to approve the commencement of a solvent liquidation of
Being AI in accordance with the Companies Act. Such a solvent liquidation would
result in further costs to Being AI with no realistic prospect of capital being returned
to Non-associated Shareholders under the liquidation.
2.13 Voting For or Against the Send Global Transaction Resolutions
Voting for or against the Send Global Transaction Resolutions is a matter for
individual shareholders based on their own views as to value and future market
conditions, risk profile and other factors. Non-associated Shareholders will need to
consider these consequences and consult their own professional adviser if
appropriate.
Being AI Limited Page 16 Appraisal Report
3. Profile of Send Global
3.1 Background
Send Global was incorporated on 8 October 2008 as Letter Box Channel Limited.
It changed its name to G3 Group Limited (G3) on 31 July 2018 and to Send Global
Limited on 7 December 2023.
3.2 Send Global Group Structure
Send Global’s capital structure consists of 33,899,644 ordinary shares owned by
Being AI.
Send Global has 2 wholly-owned operating subsidiaries.
3.3 History
Send Global’s key events are summarised below.
Send Global Limited
New Zealand Mail
Limited
Filecorp NZ Limited
100%
100%
(NZ Mail)(Filecorp)
Being AI Limited Page 17 Appraisal Report
3.4 Nature of Operations
Overview
Send Global operates 2 business streams:
• NZ Mail – an aggregator of services in the physical distribution market in
New Zealand
• Filecorp – a provider of filing products for the domestic and international
markets.
NZ Mail
NZ Mail entered the deregulated New Zealand business mail market in 2004 and has
evolved to meet the ever-changing marketplace within which it operates.
It operates as a postal access operator and reseller of mail and courier services on
behalf of last mile delivery companies in New Zealand and overseas.
NZ Mail offers tailored business mail solutions including:
• mail house services
• courier and logistics services
• prepaid postage envelopes and stamps for mail.
Filecorp
The Filecorp filing business originated some 45 years ago in private ownership before
being purchased by G3 in September 2014.
Filecorp provides businesses with specialist filing and document cataloguing
solutions, including:
• lateral filing systems
• labelling software
• cabinets
• archiving products.
Business Model
Both NZ Mail and Filecorp operate a direct sales engagement model and third-party
resellers model across New Zealand.
Customers can deal direct, via resellers or purchase online.
Key Customers
Send Global provides specific industry expertise across the spectrum from large
corporates to government agencies and SMEs.
Send Global’s key customers include:
• University of Auckland
• University of Otago
• IAG Group
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• Ministry of Justice
• Ministry of Health
• Ministry of Social Development
• OfficeMax Group
• NXP Group
• OPD Group
• ACC
• Candida Stationery
• NZ Automobile Association
• Specsavers NZ.
Key Suppliers
NZ Mail’s key suppliers are:
• NZ Post – domestic mail and courier
• Freightways – domestic mail and courier
• Candida Stationery – envelope manufacturer
• DHL – international mail and courier
• Customised Deliveries – bespoke point to point collection and deliveries.
Filecorp’s key suppliers are:
• BoxKraft – files
• Unimax – labels
• Tabbing Services – tabbing indexes
• Taiwan Star – clips
• Will & Able – bespoke orders.
Key Competitors
NZ Mail’s key competitors are:
• NZ Post – domestic mail and courier
• Freightways – domestic mail and courier
• DHL and other international shippers out of New Zealand – international mail
and courier.
Filecorp’s key competitors are:
• Codafile
• cloud-based file and archive solution providers.
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Premises
Send Global’s head office is located at 14 Honan Place, Avondale, Auckland.
The property was owned by Send Global until October 2022, when it was sold and
leased back.
There is approximately 3 years remaining on the lease.
3.5 Directors and Senior Management
The directors of Send Global are:
• Evan Christian
• Paul Forno.
Send Global’s senior management team consists of:
• Paul Forno, chief executive officer
• Mike Dunshea, financial controller
• Dave Allan, head of NZ Mail
• Angela Rees, head of Filecorp
• Ralph Connor, customer services manager
• Rosemary Platt, warehouse and production manager.
3.6 Corporate Strategy
Overview
Send Global anticipates that it will need to implement pricing strategies, efficiency
improvements and strategic growth initiatives to continue to deliver a sustainable and
profitable business as the demand for “old school” services (mail and paper) will
continue to reduce in the near term.
Finding new business opportunities that expand Send Global’s future will be critical
to futureproofing the company’s ongoing profitability.
This will be a key focus for Send Global in the coming year, subject to finding the
right business opportunities and funding to support that investment.
NZ Mail
NZ Mail’s key strategic initiatives include:
• acquire revenue and margin through acquisitions (dependent on the availability
of funding)
• expansion and roll out of the courier aggregator platform
• expand the university bespoke logistics offering
• explore joint venture / rollup / partnership / alliances opportunities (eg postage
included / mailhouse / courier aggregation / moving from access to retail)
• ensure a relationship management program is in place to protect strategic
suppliers
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• focus on product rationalisation
• tight monthly inventory management.
Filecorp
Filecorp’s key strategic initiatives include:
• implementation of a new preferred supplier agreement into all departments of
the Ministry of Justice
• develop the archive opportunity in Samoa
• national procurement targets (eg Te Whatu Ora, District Health Boards, NZ
Police)
• expand the relationship and suite of services provided by BoxKraft
• ensure a relationship management program is in place with core strategic
customers
• ensure a relationship management program is in place to protect strategic
suppliers
• focus on product rationalisation
• tight monthly inventory management
• improve back office operational efficiency and cost management.
3.7 Key Risks
The main industry and specific business factors and risks that Send Global faces
include:
• the trend of declining mail volumes due to the transition to electronic
communications
• the actions of competitors and the emergence of new competitors in the
logistics, business mail, courier and file management sectors in New Zealand
may put downward pressure on Send Global’s pricing and its ability to create
margin and revenue
• Send Global may not be able to retain its key personnel
• the inability to adequately finance Send Global’s operations may stall the
development and growth of its business.
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3.8 Financial Performance
A summary of Send Global’s recent financial performance and its forecast for the
current year is set out below.
Summary of Send Global Financial Performance
Year to
30 Mar 22
(Actual)
$000
Year to
30 Mar 23
(Actual)
$000
Year to
30 Mar 24
(Actual)
$000
Year to
30 Mar 25
(Actual)
$000
Year to
30 Mar 26
(Forecast)
$000
Revenue 36,943 41,843 38,415 37,822 34,766
Cost of sales (31,102) (35,944) (32,166) (31,784) (28,813)
Gross profit 5,841 5,899 6,249 6,038 5,953
Other income 86 62 22 840 624
Operating expenses (2,602) (3,175) (2,900) (3,051) (2,764)
EBITDA 3,325 2,786 3,371 3,827 3,813
Depreciation / impairment (594) 711 (796) (2,117) (439)
EBIT
2,731 3,497 2,575 1,710 3,374
Interest expense (net) and
subvention payments
(323) (2,963) (1,760) (677) (441)
NPBT 2,408 534 815 1,033 2,933
Tax (expense) / credit (659) 738 (773) 213 (438)
NPAT
1,749 1,272 42 1,246 2,495
EBITDA: Earnings before interest, tax, depreciation and amortisation
EBIT: Earnings before interest and tax
NPBT: Net profit before tax
NPAT: Net profit after tax
Source: Send Global management accounts and 2026 forecast
Send Global’s financial performance has fluctuated over the 4 year period between
2022 and 2025:
• revenue has ranged between $36.9 million in 2022 and $41.8 million in 2023
at a 4 year compound annual growth rate (CAGR) of 1%
• gross profit has increased from $5.8 million in 2022 (at a 16% gross margin) to
$6.0 million in 2025 (at a 16% gross margin) at a 4 year CAGR of 1%
• the combination of increasing revenue, steady gross margin and increasing
operating expenses has resulted in EBITDA increasing from $3.3 million in
2022 to $3.8 million in 2025 at a 4 year CAGR of 5%
• NPAT has ranged between $0.04 million in 2024 and $1.7 million in 2022.
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The vast majority of Send Global’s revenue is generated by NZ Mail:
• business mail centre (BMC) – 59% of 2025 revenue
• postage included envelope (PIE) access – 35% of 2025 revenue
• Filecorp – 6% of 2025 revenue.
Send Global’s reducing revenues since 2023 largely reflect the dramatically
decreasing mail volumes in New Zealand in recent years from approximately
500 million annual letters in 2019 to approximately 220 million in 2023 (a 56%
reduction in just 4 years).
This has prompted significant operational changes within NZ Post:
• a reduction in delivery frequency (urban has reduced from 6 to 3 days / week
and rural has reduced from 5 to 3 days / week), consolidating branches and
processing centres and integrating mail with parcel delivery
• rising postage rates from $1.50 in 2021 to $2.30 in 2024 to help offset the
decline.
The forecast for 2026 is for a decrease in Send Global’s financial performance based
on an assumed 15% to 20% drop for NZ Mail’s BMC and PIE markets:
• revenue is forecast to decrease by 8% to $34.8 million
• gross profit is forecast to decrease by 1% to $6.0 million at a gross margin of
17%
• EBITDA is forecast to remain steady at $3.8m
• NPAT is forecast to increase by 100% to $2.5m.
The 2026 forecast reflects Send Global’s expectation that the demand for “old school”
services (mail and paper) will continue to reduce in the near term. Accordingly, Send
Global is reviewing its cost structure so that it is more appropriate for the forecast
lower revenue levels.
Gross margin has been relatively steady between 14% and 16% over the past 5 years
and is forecast to be 17% in 2026 based upon NZ Post’s price rise on 1 July 2025.
Other income of $0.8 million in 2025 consisted of intercompany recharges to Being
AI and rent received on subletting the Honan Place premises and is forecast to be
$0.6 million in 2026.
Send Global’s operating expenses have increased from $2.6 million in 2022 to
$3.1 million in 2025 at a 4 year CAGR of 5% and are forecast to decrease by 9% to
$2.8 million in 2026.
Send Global’s main operating expenses are salaries and wages, representing 48%
of 2025 operating expenses. Salaries and wages costs reduced by 10% in 2025 from
$1.6 million to $1.5 million due to a number of redundancies.
Depreciation of fixed assets has been in the vicinity of $0.1 million each year and in
the vicinity of $0.3 million each year in respect of right of use assets.
A $1.1 million gain on sale and leaseback of the Honan Place premises in October
2022 was recorded in 2023.
Net interest expense has increased from $0.3 million in 2022 to $0.7 million in 2025
and is forecast to be $0.4 million in 2026 (excluding interest accruing on the Wilshire
SG Loan).
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2023 and 2024 results included net subvention payments of $2.6 million (2023) and
$1.4 million (2024).
2025 results included a $0.5 million impairment charge in respect of the Filecorp
goodwill and a $1.1 million impairment charge in respect of the Excalibur Receivable.
3.9 Financial Position
A summary of Send Global’s recent financial position is set out below.
Summary of Send Global Financial Position
As at
30 Mar 22
(Actual)
$000
As at
30 Mar 23
(Actual)
$000
As at
30 Mar 24
(Actual)
$000
As at
30 Mar 25
(Actual)
$000
As at
30 Sep 25
(Actual)
$000
Current assets 13,835 14,859 8,893 16,665 17,705
Non current assets 10,330 6,509 7,404 6,426 6,216
Total assets 24,165 21,368 16,297 23,091 23,921
Current liabilities (11,484) (13,254) (5,360) (8,409) (11,374)
Non current liabilities (6,976) (1,139) (11,236) (13,731) (9,506)
Total liabilities (18,460) (14,393) (16,596) (22,140) (20,880)
Total equity
5,705 6,975 (299) 951 3,041
Source: Send Global management accounts
Send Global’s main current assets as at 30 September 2025 were cash and cash
equivalents, trade receivables, the $8.1 million of Specified Liabilities and an advance
to Excalibur.
Send Global advanced a $2.0 million loan to Excalibur on 21 December 2023 (the
Excalibur Receivable) on the following terms:
• a term of 5 years
• in the event that Excalibur sells any of the 80,000,000 Being AI shares issued
to it under the 2024 RTO Transaction prior to the end of the 5 year term, the
proceeds from the sale of those shares must be applied towards the repayment
of the advance
• the advance is interest free
• security for the advance is over 9,600,000 shares held by Excalibur in Being AI
and 2,000,000 ordinary shares in Arria NLG Limited (Arria).
The purpose of the advance was to enable Excalibur to acquire 13.33% of the shares
in AGE at a cost of $2.0 million on 21 December 2023.
Excalibur is owned by Sean Joyce, who was Being AI’s chair at the time of the 2024
RTO Transaction. Mr Joyce resigned from the Board on 23 October 2024.
Send Group made a provision of $1.1 million against the $2.0 million Excalibur
Receivable as at 31 March 2025. The provision was made due to uncertainties
regarding the value of the security backing the loan:
• the value of Being AI’s shares has declined since the loan was provided
• Being AI has been unable to determine the market value of the Arria shares.
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The Excalibur Receivable is scheduled for repayment on 21 December 2028 and the
Board has stated that the Company will continue to pursue all opportunities to collect
the full amount.
Send Global’s non current assets as at 30 September 2025 consisted mainly of
intangible assets and right of use assets (the leased Honan Place premises).
The Company’s intangibles assets of $5.2 million as 30 September 2025 consisted
of:
• goodwill – $4.1 million (after allowing for a $0.5 million impairment charge in
respect of Filecorp)
• brands – $0.8 million
• trademark – $0.3 million.
Its current liabilities as at 30 September 2025 consisted mainly of trade creditors,
accruals and ANZ loans.
Non current liabilities as at 30 September 2025 represented ANZ loans, the Wilshire
SG Loan and lease liabilities.
Send Global’s IBD as at 30 September 2025 amounted to $12.1 million, comprising:
• the Wilshire SG Loan – $3.8 million (excluding unpaid interest)
• ANZ loans – $8.3 million.
The Wilshire SG Loan has been provided on the following terms:
• interest is charged at the current ANZ business overdraft rate
• the loan is secured by a general security agreement granted by Send Global to
Wilshire
• the loan is repayable on 1 April 2026.
The ANZ loans consist of 4 facilities:
• a $2.0 million commercial flexi facility, repayable on demand and bearing
interest at the ANZ commercial flexi facility floating rate plus a 0.44% margin
• a fully drawn down $5.5 million term facility with a 3 year term to 31 March 2027
and bearing interest at the applicable BKBM rate plus a 2.65% margin
• 2 financial guarantee facilities totalling $1.0 million.
The ANZ loans are secured by:
• unlimited guarantees and indemnities provided by Wilshire Holdings Limited
and St Johns Trust Limited covering the obligations of Send Global, NZ Mail
and Filecorp
• a cross guarantee and indemnity provided by Send Global, NZ Mail and
Filecorp
• general security agreements provided by Send Global and NZ Mail
• a deed of postponement provided by Wilshire Holdings Limited in respect of
the Wilshire SG Loan and the Wilshire BAI Loan.
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Send Global had equity of $3.0 million as at 30 September 2025, comprising:
• reserves – $3.9 million
• accumulated losses – negative $0.9 million.
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4. Valuation of Send Global
4.1 Standard of Value
We have assessed the fair market value of Send Global.
Fair market value is defined as the price that a willing but not anxious buyer, with
access to all relevant information and acting on an arm’s length basis, would be
prepared to pay to a willing but not anxious seller in an open, unrestricted and stable
market.
4.2 Basis of Valuation
In general terms it is recognised that the value of a share represents the present
value of the net cash flows expected therefrom. Cash flows can be in the form of
either dividends and share sale proceeds or a residual sum derived from the
liquidation of the business.
There are a number of methodologies used in valuing shares and businesses. The
most commonly applied methodologies include:
• discounted cash flow (DCF)
• capitalisation of earnings
• net assets or estimated proceeds from an orderly realisation of assets.
Each of these valuation methodologies is applicable in different circumstances. The
appropriate methodology is determined by a number of factors including the future
prospects of the business, the stage of development of the business and the
valuation practice or benchmark usually adopted by purchasers of the type of
business involved.
The DCF method is the fundamental valuation approach used to assess the present
value of future free cash flows (FCF), recognising the time value of money and risk.
The value of an investment is equal to the value of FCF arising from the investment,
discounted at the investor’s required rate of return.
The capitalisation of earnings method is an adaptation of the DCF method. It requires
an assessment of the maintainable earnings of the business and a selection of a
capitalisation rate (or earnings multiple) appropriate to that particular business for the
purpose of capitalising the earnings figure.
An assets based methodology is often used in circumstances where the assets of a
company have a market value independent of the profitability of the company that
owns them. A valuation based on an orderly realisation of assets is normally
restricted to instances where the investor holds sufficient control to effect a sale of
the assets and/or there is some indication that an orderly realisation is contemplated.
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4.3 Valuation Approach
We have assessed the fair market value of Send Global using the DCF and
capitalisation of earnings methods.
The DCF and capitalisation of earnings method that we have applied derive an
assessment of the value of the core operating business, prior to considering how the
business is financed or whether it has any significant surplus assets.
This ungeared business value is commonly referred to as the enterprise value and
represents the market value of the operating assets (ie operating working capital,
fixed assets and intangible assets such as brand names, software, licences,
know-how and general business goodwill) that generate the operating income of the
business.
The value of Send Global’s equity is assessed by adding the value of any surplus (or
non-operating) assets to the assessed enterprise value and deducting net IBD and
related party payables.
4.4 Discounted Cash Flow Valuation
Methodology
The DCF methodology assesses value in 2 stages:
• first, the FCF of the business are forecast over a given time frame and a
forecast of maintainable FCF beyond then is used to determine a perpetuity
value
• then the FCF are adjusted to reflect their value at a certain point in time.
Present values are calculated by discounting the FCF at an appropriate
discount rate.
FCF represent the surplus cash associated with the business after deducting
operating expenses, tax, movements in working capital and capital expenditure.
They represent the cash which is available to pay returns to providers of debt and
equity capital.
The discount rate used to determine the present values of the FCF is the estimated
weighted average cost of capital (WACC). The WACC is a blend of the cost of debt
and the cost of equity, weighted in accordance with the target capital structure of an
entity owning the business. The WACC represents the rate of return required by
investors to compensate them for the business risks they bear by investing in the
business.
Valuation Date
The valuation date is effectively 30 September 2025.
Free Cash Flows
The directors of Send Global have developed financial forecasts for a 5 year period
to 31 March 2030 (the Send Global Forecasts).
The Non-associated Directors have reviewed the Send Global Forecasts for
reasonableness.
We have used the Send Global Forecasts as the basis for our base case DCF
assessment.
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The Send Global Forecasts are summarised in the graph below.
Source: Being AI
Send Global’s financial performance is forecast to gradually deteriorate each year
due to the demand for “old school” services (mail and paper) continuing to reduce in
the near term.
The trend of decreasing mail volumes in New Zealand is expected to continue, with
annual volumes projected to fall below 150 million annual letters by 2028.
While a degree of cost cutting is forecast, the significant forecast reduced revenue
levels result in profitability decreasing each year.
The Send Global Forecasts are based on the following principal assumptions:
• revenue is forecast to decrease at a CAGR of negative 6% between 2025 and
2030
• gross margin remains steady at 16%
• operating expenses are forecast to decrease from $3.1 million in 2025 to
$2.4 million in 2030 at a CAGR of negative 5%
• EBITDA margin decreases from 10% in 2025 to 8% in 2030.
The FCF forecasts adopted in the DCF assessment assume:
• maintenance capital expenditure of $0.05 million per annum
• operating working capital equates to approximately negative 1% of revenue
each year
• average annual growth beyond the 2030 financial year of nil
• a corporate tax rate of 28%.
The FCF forecasts represent post tax nominal cash flows.
Weighted Average Cost of Capital
The calculation of the WACC, while being derived from detailed formula, is
fundamentally a matter of professional judgement.
We have used the Capital Asset Pricing Model (CAPM) to assess the cost of equity
for Send Global.
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We have assessed the WACC for Send Global to be in the vicinity of 15.0%.
Key inputs in the WACC assessment are:
• a risk free rate of 4.2% (based on the yield on Government May 2035 bonds as
at 30 September 2025)
• an asset beta of 0.7 (based on the observed beta for comparable companies)
• a market risk premium of 7.0%
• a small company premium of 3.0% (to reflect the relatively small size of Send
Global)
• a discount for lack of marketability of 40% (to reflect the illiquidity of an
investment in Send Global’s equity)
• target financial leverage of 40%
• a corporate tax rate of 28%.
Sensitivity Analysis
We have evaluated the sensitivity of the base case valuation outcome to changes to
key value drivers. The DCF assessment is particularly sensitive to the following
factors:
• revenue growth assumptions
• gross margin assumptions
• operating expenses growth assumptions
• discount rate assumptions
• terminal growth assumptions.
Valuation Conclusion
Based on the above, we assess Send Global’s enterprise value to be in the range of
$10.9 million to $12.4 million using the DCF approach.
We note that the values are highly dependent upon the assumptions adopted –
particularly those in respect of future revenue levels.
4.5 Capitalisation of Earnings Valuation
Overview
We have assessed Send Global’s future maintainable earnings and have reviewed
the market valuation and operational performance of comparable companies to
derive a range of earnings multiples to apply to our assessed level of maintainable
earnings.
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Maintainable Earnings
The evaluation of maintainable earnings involves an assessment of the level of
profitability which (on average) the business can expect to generate in the future,
notwithstanding the vagaries of the economic cycle.
The assessment of maintainable earnings is made after considering such factors as
the risk profile of the business, the characteristics of the market in which it operates,
its historical and forecast performance, non-recurring items of income and
expenditure and known factors likely to impact on future operating performance.
We have used EBITDA as the measure of earnings. The use of EBITDA and EBITDA
multiples is common in valuing businesses for acquisition purposes as it eliminates
the effect of financial leverage which is ultimately in the control of the acquirer and
also eliminates any distortions from the tax position of the business and differing
accounting policies in respect of depreciation and the amortisation of intangible
assets.
Section 3.8 sets out Send Global’s EBITDA for the past 4 years and its forecast
EBITDA for the 2026 to 2030 financial years are summarised in section 4.4.
Send Global’s EBITDA for the past 4 years has ranged between $2.8 million in 2023
and $3.8 million in 2025 at an average of $3.3 million.
EBITDA for 2026 is forecast to remain steady at $3.8 million.
We have adjusted reported / forecast EBITDA for the management fees charged to
Send Global by its shareholders.
Given Send Global’s expectation of reduced demand for “old school” services in the
future, resulting in a forecast decrease in Send Global’s financial performance in the
next 5 years, we have based our assessment of Send Global's maintainable EBITDA
over a relatively long time series of 5 years from 2026 forecast EBITDA to 2030
forecast EBITDA.
In our view, this appropriately reflects Send Global’s likely future performance given
the potential change in demand for the company’s products and services.
Accordingly, we assess Send Global’s future maintainable EBITDA to be in the
vicinity of $2.7 million.
Being AI Limited Page 31 Appraisal Report
Earnings Multiple
Actual sales of comparable businesses can provide reliable support for the selection
of an appropriate earnings multiple. In addition, we can infer multiples from other
evidence such as minority shareholding trades for listed companies in New Zealand
and overseas with similar characteristics to Send Global or transactions involving
businesses in the same industry.
Transaction Multiples
We have reviewed transaction data for 3 recent transactions involving companies in
the postal and / or courier sectors.
This data is set out in Appendix I and is summarised in the graph below.
Source: S&P Capital IQ, independent expert’s reports, media coverage
The analysis shows that the transactions EBITDA multiples have been:
• in a range of 5.2x to 7.3x (historic) and 4.9x to 6.1x (prospective)
• at an average of 6.4x (historic) and 5.5x (prospective)
• at a median of 6.8x (historic) and 5.5x (prospective).
Trading Multiples
We have reviewed the historic and prospective trading EBITDA multiples for 12 listed
companies operating in the postal and / or courier sectors. This data is set out in
Appendix II and is summarised in the graph below.
The comparable companies’ trading multiples are based on minority trades and as
such do not include any premium for control.
Being AI Limited Page 32 Appraisal Report
Source: S&P Capital IQ, data as at 20 November 2025
The analysis shows that the trading EBITDA multiples were:
• in a range from 4.0x to 12.6x (historic) and 3.7x to 11.2x (prospective)
• at an average of 7.2x (historic) and 7.1x (prospective)
• at a median of 6.8x (historic) and 6.5x (prospective).
Conclusion
We are of the view that an appropriate EBITDA multiple for Send Global would be
significantly lower than that observed for the comparable companies on average:
• most of the comparable companies are significantly larger than Send Global
• they have a more diverse range of operations
• they generally report much higher earnings margins
• they have greater growth prospects
• they are a much more liquid investment.
Send Global is a relatively small business with negligible growth opportunities in the
near to medium term. We consider an appropriate prospective EBITDA multiple for
Send Global to be in the range of 4.0x to 5.0x.
Being AI Limited Page 33 Appraisal Report
Valuation Conclusion
We assess the Send Global enterprise value to be in the range of $10.8 million to
$13.5 million using the capitalisation of EBITDA approach.
Capitalisation of EBITDA Assessment
Low
$000
High
$000
Maintainable EBITDA 2,700 2,700
EBITDA multiple 4.0x 5.0x
Send Global enterprise value
10,800 13,500
4.6 Value of Send Global
Based on the DCF and capitalisation of EBITDA assessments, we assess the Send
Global enterprise value to be in the range of $10.9 million to $13.0 million. The
midpoint of the range is $12.0 million.
The value of Send Global’s equity is assessed by adding the value of any surplus (or
non-operating) assets to the assessed enterprise value and deducting net IBD and
related party payables.
The Specified Liabilities represent a loan and trade balance owing by Being AI to
Send Global. We have adopted a value of approximately $8.1 million in the valuation
assessment based on the agreed value of the Specified Liabilities in the Send Global
Agreement.
As discussed in section 3.9, the Excalibur Receivable has a carrying value of
$0.9 million as at 30 September 2025, after an impairment charge of $1.1 million was
recorded in the 2025 financial year.
We have adopted a value range of nil to $0.9 million for the Excalibur Receivable in
the valuation assessment:
• the low value recognises that the security for the advance is mainly in the form
of Being AI shares held by Excalibur which is unlikely to have any value in the
event of a solvent liquidation of the Company (as discussed in section 2.12)
• the high value is the carrying value of the asset.
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We have adopted the carrying values of Send Global’s IBD as at 30 September 2025
in the valuation assessment, along with $0.4 million of unpaid interest owing on the
Wilshire SG Loan.
We have assumed for valuation purposes that Send Global had no freely distributable
cash on hand as at 30 September 2025 as all of the cash on hand at that date was
subsequently used to pay the higher than normal NZ Post creditors balance.
We assess the fair market value of 100% of the shares in Send Global to be in the
range of $5.5 million to $8.5 million as at 30 September 2025.
Assessment of the Fair Market Value of Send Global Equity
Low
$000
High
$000
Send Global enterprise value 10,900 13,000
Specified Liabilities 8,059 8,059
Excalibur Receivable 0 900
Wilshire SG Loan (3,849) (3,849)
Wilshire SG Loan unpaid interest (404) (404)
ANZ loans (8,245) (8,245)
Lease liabilities (945) (945)
Fair market value of Send Global equity
5,516 8,516
4.7 Comparison with 2024 Valuation
An Independent Adviser’s Report and Appraisal Report prepared by Armillary Limited
dated 11 March 2024 (the Armillary 2024 Report) was included in the information
provided to the Company’s shareholders in respect of the 2024 RTO Transaction.
The Armillary 2024 Report assessed the value of 100% of the shares in Send Global
to be in the range of $22.0 million to $25.6 million, with a midpoint of $23.8 million
(the 2024 Valuation).
2024 Valuation
Low
$000
Mid
$000
High
$000
Maintainable EBITDA 3,642 3,642 3,642
EBITDA multiple 6.75x 7.25x 7.75x
Enterprise value
24,584 26,405 28,226
IBD (2,142) (2,142) (2,142)
Cash 445 445 445
Adjustment to normalised debt level 500 500 500
Lease liabilities (1,367) (1,367) (1,367)
Value of 100% of shares
22,020 23,841 25,662
Source: Armillary 2024 Report
The $12.0 million midpoint of our value range for Send Global’s enterprise value is
$14.4 million lower than the $26.4 million midpoint of the 2024 Valuation range.
The $7.0 million midpoint of our value range for 100% of the shares in Send Global
is $16.8 million lower than the $23.8 million midpoint of the 2024 Valuation range.
Being AI Limited Page 35 Appraisal Report
The significant difference in value is due to:
• the 2024 Valuation’s maintainable EBITDA of $3.6 million (based on actual
2023 normalised EBITDA) was $0.9 million higher than our assessed level of
maintainable EBITDA of $2.7 million
• the 2024 Valuation midpoint EBITDA multiple of 7.25x was 2.85x higher than
our implied midpoint EBITDA multiple of 4.4x
• the 2024 Valuation net IBD of $2.6 million was $2.3 million less than the net
IBD / surplus assets of $4.9 million in our midpoint valuation assessment.
We note that the Armillary 2024 Report only contained historic financial information
for Send Global and made no references to forecast financial performance beyond
30 September 2023.
The 2024 Valuation’s assessed maintainable EBITDA of $3.6 million was based on
actual 2023 normalised EBITDA and therefore did not factor in any potential negative
impact on Send Global’s future financial performance of the expected reduced
demand for Send Global’s “old school” services (mail and paper).
The selection of an EBITDA multiple is a matter of judgement. It is possible that the
significantly higher EBITDA multiple applied in the 2024 Valuation was based on the
one or more assumptions at the time that Send Global:
• had higher growth prospects
• was a more liquid investment
• was of a larger size.
We note that the midpoint EBITDA multiples of 7.25x applied in the 2024 Valuation
is higher than the average and median historic and prospective transaction multiples
set out in Appendix I and higher than the average and median prospective trading
multiples set out in Appendix II.
The debt profile of Send Global has changed significantly from the 2024 Valuation to
30 September 2025:
• net IBD in the 2024 Valuation was approximately $2.6 million
• the midpoint of net IBD (including the Specified Liabilities and the Excalibur
Receivable) in our valuation assessment is approximately $4.9 million.
Being AI Limited Page 36 Appraisal Report
5. Profile of Being AI Limited
5.1 Background
The Company was incorporated on 21 January 2000 as E-Analyst Limited.
It subsequently changed its name to:
• E-Cademy Holdings Limited on 10 February 2000
• Training Solutions Plus Limited on 16 July 2003
• TRS Investments Limited on 31 January 2007
• Ascension Capital Limited on 20 July 2020
• Being AI Limited on 28 March 2024.
The Being AI group was established following shareholder approval of the 2024 RTO
Transaction on 28 March 2024, resulting in Ascension acquiring 100% of the share
capital of:
• Send Global for $25 million from 2061 LP
• AGE for $15 million from 2061 LP (86.67%) and Sean Joyce (13.33%)
• BCL for $5 million from David McDonald via 2384 Limited Partnership (2384
LP).
The acquisitions represented a reverse takeover transaction, with the $45 million of
consideration being paid in the form of the issue of 1,800,000,000 new shares in the
Company at an issue price of $0.025 per share.
The objective of the 2024 RTO Transaction was to create a group positioned for the
business transformation impact that will result from AI and similar advanced
technologies. The Company’s strategy was to build, advise and invest in this
disruption by providing diversified AI and advanced technology related services.
However, Being AI has been unable to successfully execute the strategy and the
Company has divested a number of its businesses:
• BCL was sold back to David McDonald / 2384 LP on 29 November 2024
• Being Education (including AGE) was sold to Crimson Education Group on
2 May 2025
• Project Treehouse was shut down on 16 May 2025.
Being AI’s operations now consist solely of Send Global.
Being AI Limited Page 37 Appraisal Report
5.2 Directors and Senior Management
The directors of Being AI are:
• Katherine Allsopp-Smith, executive director
• Evan Christian, alternate director for Katherine Allsopp-Smith
• Greg Cross, independent non-executive director
• Paul Forno, executive director
• Steve Phillips, independent non-executive director
• Michael Stiassny, independent non-executive chair.
Mr Cross, Mr Phillips and Mr Stiassny were appointed on 31 March 2025.
The Being AI senior management team consists of:
• Paul Forno, chief executive officer
• Mike Dunshea, chief financial officer.
Mr Forno and Mr Dunshea hold the same roles in Send Global.
5.3 Capital Structure and Shareholders
Being AI currently has 175,471,901 fully paid ordinary shares on issue held by 719
shareholders.
The names, number of shares and percentage holding of the Company’s 10 largest
shareholders as at 7 November 2025 are set out below.
10 Largest Shareholders
Being AI Shareholder No. of Shares %
2061 LP 127,000,000 72.38%
TTUCP 25,000,000 14.25%
Excalibur 9,616,666 5.48%
NZDNL 7,318,247 4.17%
Erin Zink 2,592,000 1.48%
Jackson & Associates Limited 400,000 0.23%
Johannes Cilliers 380,000 0.22%
Arno Investments Limited 305,000 0.17%
Russell Roberts 230,682 0.13%
Custodial Services Limited 165,028 0.09%
Subtotal
173,007,623 98.60%
Others (709 shareholders) 2,464,278 1.40%
Total
175,471,901 100.00%
Source: NZX Company Research
The Wilshire Associates’ currently hold 86.67% of the Company’s shares:
• 2061 LP: 127,000,000 shares (72.38%)
• TTUCP: 25,000,000 shares (14.25%)
• Mr Christian: 83,333 shares (0.05%).
Excalibur is owned by Sean Joyce.
Being AI Limited Page 38 Appraisal Report
5.4 Financial Performance
A summary of Being AI’s recent consolidated financial performance is set out below.
Summary of Being AI Consolidated Financial Performance
Year to
31 Mar 23
(Audited)
$000
Year to
31 Mar 24
(Audited)
$000
Year to
31 Mar 25
(Audited)
$000
6 Mths to
30 Sep 25
(Unaudited)
$000
Revenue 43,771 40,409 40,993 20,335
Operating expenses
(41,884)
(40,781) (52,973) (18,892)
Net profit / (loss) before tax 1,887 (372) (11,980) 1,443
Income tax expense (168) (697) 463 73
Profit / (loss) for the year after tax
1,719
(1,069) (11,517) 1,516
Source: Being AI annual reports and management accounts to 30 September 2025
In the 2024 and 2025 financial years, Being AI generated its revenue from:
• courier, business mail and logistics services (87% of revenue in 2025)
• filing solutions (5% of revenue in 2025)
• education and consulting services (8% of revenue in 2025).
The Company also derived a limited amount of other income from grants, rent income
and a legal settlement over the period.
Operating expenses have consisted mainly of cost of sales and labour related
expenses.
The net loss before tax of $0.4 million in the 2024 financial year was after a charge
of $1.7 million for reverse acquisition share based payments.
The net loss before tax of $12.0 million in the 2025 financial year was after a goodwill
impairment charge of $6.5 million ($6.0 million in respect of Project Treehouse and
$0.5 million in respect of Filecorp) and a $1.1 million impairment of the Excalibur
Receivable.
The net profit before tax of $1.4 million in the first half of the 2026 financial year
largely represented the financial performance of Send Global.
5.5 Financial Position
A summary of Being AI’s recent consolidated financial position is set out below.
Summary of Being AI Consolidated Financial Position
As at
31 Mar 23
(Audited)
$000
As at
31 Mar 24
(Audited)
$000
As at
31 Mar 25
(Audited)
$000
As at
30 Sep 25
(Unaudited)
$000
Current assets 15,368 7,487 5,392 10,152
Non current assets 12,489 29,825 16,183 6,378
Total assets 27,857 37,312 21,575 16,530
Current liabilities (16,337) (20,092) (9,979) (12,074)
Non current liabilities (5,923) (13,375) (18,584) (9,927)
Total liabilities (22,260) (33,467) (28,563) (22,001)
Total equity
5,597
3,845 (6,988) (5,471)
Source: Being AI annual reports and management accounts to 30 September 2025
Being AI Limited Page 39 Appraisal Report
Being AI’s financial position as at 30 September 2025 largely represented the assets
and liabilities of Send Global.
Being AI’s main current assets as at 30 September 2025 were trade debtors,
inventory, cash and cash equivalents, the Excalibur Receivable and the Possibl
Loan.
Non current assets as at 30 September 2025 consisted mainly of goodwill, brands,
trademark and right of use assets.
Current liabilities as at 30 September 2025 consisted mainly of payables and accruals
and the ANZ loans.
Non current liabilities as at 30 September 2025 consisted mainly of the ANZ loans,
the Wilshire SG Loan, the Wilshire BAI Loan and lease liabilities.
The Company had equity of negative $5.5 million as at 30 September 2025,
comprising:
• share capital – $6.9 million
• accumulated losses and reserves – negative $12.4 million.
5.6 Cash Flows
A summary of Being AI’s recent consolidated cash flows is set out below.
Summary of Being AI Consolidated Cash Flows
Year to
31 Mar 23
(Audited)
$000
Year to
31 Mar 24
(Audited)
$000
Year to
31 Mar 25
(Audited)
$000
6 Mths to
30 Sep 25
(Unaudited)
$000
Net cash inflow / (outflow) from operating activities 5,158 1,438 (3,263) 1,758
Net cash inflow / (outflow) from investing activities 5,833 (1,785) (781) (241)
Net cash inflow / (outflow) from financing activities
(8,982) (919) 2,239 (340)
Net increase / (decrease) in cash held 2,009 (1,266) (1,805) 1,177
Opening cash balance 1,472 3,481 2,215 410
Closing cash balance
3,481
2,215 410 1,587
Source: Being AI annual reports and management accounts to 30 September 2025
Financing activities cash flows in the 2025 financial year of $2.2 million represented
an increase in borrowings from ANZ Bank and Wilshire.
All but $10,000 of the cash balance as at 30 September 2025 is held by Send Global.
5.7 Share Price History
Set out below is a summary of Being AI’s daily closing share price and monthly
volumes traded from 2 April 2024 (following the 2024 RTO Transaction) to
19 November 2025.
The Company’s shares were consolidated on a 10 to 1 basis on 6 September 2024.
The share prices and volumes up to 6 September 2024 in the graph are stated on a
consolidated basis.
Being AI Limited Page 40 Appraisal Report
Source: NZX Company Research
During the period, Being AI’s shares traded between $0.04 and $1.13 at a VWAP of
$0.36 (on a consolidated basis).
Being AI’s shares were placed on a trading halt from 3 February 2025 to 14 April
2025 due to noncompliance with Listing Rule 2.1.1 as the Board lacked sufficient
independent directors.
An analysis of VWAP, traded volumes and liquidity (measured as traded volumes as
a percentage of shares outstanding) up to 19 November 2025 is set out below.
Share Trading up to 19 November 2025
Period Low
($)
High
($)
VWAP
($)
Volume
Traded
(000)
Liquidity
1 month 0.08 0.20 0.17 793 0.5%
3 months 0.05 0.20 0.12 1,897 1.1%
6 months 0.04 0.20 0.10 3,049 1.7%
12 months 0.04 0.51 0.13 3,600 2.1%
Source: NZX Company Research
Trading in the Company’s shares is relatively thin, reflecting that the Wiltshire
Associates hold 86.67% of the shares.
0
250,000
500,000
750,000
1,000,000
1,250,000
0.00
0.20
0.40
0.60
0.80
1.00
2/04/2024 2/06/2024 2/08/2024 2/10/2024 2/12/20242/02/2025 2/04/2025 2/06/2025 2/08/2025 2/10/2025
Volumes Traded
Share Price ($)
Being AI Share Price
Monthly volume (rhs)Closing price (lhs)
Being AI Limited Page 41 Appraisal Report
6. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
6.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
• the notice of special meeting
• the Being AI annual reports for the years ended 31 March, 2024 and 2025
• the Being AI management accounts for the 6 months ended 30 September
2025
• the Send Global Agreement
• information in respect of the Send Global business
• the Send Global management accounts for the years ended 31 March, 2022 to
2025 and for the 6 months ended 30 September 2025
• the Send Global forecasts for the years ended 31 March, 2026 to 2030
• data in respect of Being AI from NZX Company Research and S&P Capital IQ
• data in respect of comparable companies from S&P Capital IQ
• the Armillary 2024 Report.
During the course of preparing this report, we have had discussions with and / or
received information from the Non-associated Directors and Being AI’s legal
advisers.
The Non-associated Directors has confirmed that we have been provided for the
purpose of this Appraisal Report with all information relevant to the Send Global
Transaction that is known to them and that all the information is true and accurate in
all material aspects and is not misleading by reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
needed for the purpose of preparing this Appraisal Report.
In our opinion, the information to be provided by Being AI to the Non-associated
Shareholders is sufficient to enable the Non-associated Directors and the
Non-associated Shareholders to understand all the relevant factors and to make an
informed decision in respect of the Send Global Transaction.
6.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by Being AI and its
advisers.
Being AI Limited Page 42 Appraisal Report
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of Being AI or Send Global. We do not warrant that our enquiries would
reveal any matter which an audit, due diligence review or extensive examination
might disclose.
6.3 Disclaimer
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of Send
Global will be achieved. Forecasts are inherently uncertain. They are predictions of
future events that cannot be assured. They are based upon assumptions, many of
which are beyond the control of Send Global and its directors and management.
Actual results will vary from the forecasts and these variations may be significantly
more or less favourable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit, provided that this shall not absolve Simmons Corporate
Finance from liability arising from an opinion expressed recklessly or in bad faith.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the notice of special meeting
issued by Being AI and have not verified or approved the contents of the notice of
special meeting. We do not accept any responsibility for the contents of the notice
of special meeting except for this report.
6.4 Indemnity
Being AI has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of the report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. Being AI has also agreed to indemnify Simmons Corporate Finance and its
directors and employees for time incurred and any costs in relation to any inquiry or
proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law or term of reference, Simmons Corporate Finance shall reimburse
such costs.
Being AI Limited Page 43 Appraisal Report
7. Qualifications and Expertise, Independence, Declarations and
Consents
7.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
7.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with Being AI or the Wilshire Associates
or any conflicts of interest that could affect our ability to provide an unbiased opinion
in relation to the Send Global Transaction.
Simmons Corporate Finance has not had any part in the formulation of the Send
Global Transaction or any aspects thereof. Our sole involvement has been the
preparation of this report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
voting in respect of the Send Global Transaction Resolutions. We will receive no
other benefit from the preparation of this report.
7.3 Declarations
An advance draft of this report was provided to the Non-associated Directors for their
comments as to the factual accuracy of the contents of the report. Changes made to
the report as a result of the circulation of the draft have not changed the methodology
or our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
7.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
included in the notice of annual meeting to be sent to the Non-associated
Shareholders. Neither the whole nor any part of this report, nor any reference thereto
may be included in any other document without our prior written consent as to the
form and context in which it appears.
Peter Simmons
Director
Simmons Corporate Finance Limited
20 November 2025
Being AI Limited Page 44 Appraisal Report
Appendix I
Comparable Company Transaction Multiples
Transaction Multiples
Date Target Bidder Implied
Enterprise
Value
(m)
EBITDA Multiple
Historic Prospective
May 2025 International Distributions
Services plc
EP Corporate Group and J&T
Capital Partners
£5,204 7.3x 4.9x
Jan 2024 DX (Group) plc H.I.G. Europe Realty Partners £396 6.8x 6.1x
Aug 2022 Allied Express Transport
Pty Limited
Freightways Group Limited A$152 5.2x n/d
Minimum 5.2x 4.9x
Average 6.4x 5.5x
Median
6.8x 5.5x
Maximum 7.3x 6.1x
n/d: not disclosed
Source: S&P Capital IQ, independent expert’s reports, media coverage
International Distributions Services plc / EP Corporate Group and J&T Capital Partners
EP Corporate Group, a.s. and J&T Capital Partners, A/S completed the acquisition of the
remaining 71.96% stake in International Distributions Services plc from a group of
shareholders for £2.6 billion on 27 May 2025. International Distribution Services plc operates
as a universal postal service provider in the United Kingdom and internationally. The
company offers parcels and letter delivery services under the Royal Mail and Parcelforce
Worldwide brands. It also provides services for the collection, sorting and delivery of parcels
and letters, operates ground-based parcel delivery networks in Europe that covers 40
countries and nation states and provides express parcel delivery and logistics services.
DX (Group) plc / H.I.G. Europe Realty Partners
H.I.G. Europe Realty Partners acquired DX (Group) plc from Gatemore Capital Management
LLP and Lloyd Dunn for £280 million on 11 September 2023. DX (Group) plc provides parcel,
freight, secure courier and logistics services in the United Kingdom and Ireland. The
acquisition was completed on 29 January 2024.
Allied Express Transport Pty Limited / Freightways Group Limited
Freightways Group Limited acquired Allied Express Transport Pty Limited from McDowell
family for A$160 million on 22 August 2022. The transaction price was funded by the
issuance of the A$100 million worth of shares to the McDowell family and A$60 million from
cash drawn from Freightways’ debt facilities. A$50 million of the shares issued to the
McDowell family was subject to an escrow on sale for a period of 12 months following
completion and A$25 million of those shares were subject to an escrow on sale for a further
period of 12 months thereafter.
Being AI Limited Page 45 Appraisal Report
Appendix II
Comparable Company Trading Multiples
Freightways Group Limited
Freightways Group Limited provides express package and business mail and information
management services in New Zealand, Australia and internationally. It operates through
Express Package and Business Mail, Information Management and Corporate and Other
segments. The company provides network courier services under the New Zealand
Couriers, Post Haste Couriers, Castle Parcels, Allied Express and NOW Couriers brands,
point-to-point courier services under the SUB60, Stuck and Kiwi Express and secure-logistics
services Security Express brands. It also offers mail delivery services under the DX Mail
brand, online courier solution under the Pass The Parcel brand and mailhouse-print services
under the Dataprint brand. The company was founded in 1964 and is based in Auckland.
Trading Multiples
Company Country Market
Capitalisation
($m)
Enterprise
Value
($m)
EBITDA Multiple PE Multiple
Hist. Pros. Hist. Pros.
Freightways Group
Limited
New Zealand 2,466 3,056 12.6x 11.2x 30.9x 24.2x
Solution Dynamics Limited New Zealand 11 1 6.5x n/a 4.0x n/a
bpost NV/SA Belgium 712 4,437 4.0x 3.7x n/m 6.6x
CTT – Cereios De
Portugal, S.A.
Portugal 1,934 n/m n/m n/a 18.7x 13.0x
Deutsche Post AG Germany 98,754 144,406 6.8x 6.4x 13.9x 13.1x
United Parcel Service, Inc. United States 139,224 178,830 7.1x 8.3x 14.3x 13.5x
Forposta S.A. Poland 4 4 n/m n/a 11.9x n/a
MaltaPost p.l.c. Malta 72 67 4.4x n/a 10.9x n/a
Österreichische Post AG Austria 4,203 5,744 8.6x 6.5x 15.3x 14.4x
Pos Malaysia Berhad Malaysia 99 286 n/m n/a n/m n/a
PostNL N.V. Netherlands 1,011 2,152 5.2x 3.9x n/m 19.1x
Singapore Post Limited Singapore 1,277 962 9.7x 9.6x 3.9x 30.7x
Minimum 4.0x 3.7x 3.9x 6.6x
Average 7.2x 7.1x 13.8x 16.8x
Median 6.8x 6.5x 13.9x 14.0x
Maximum 12.6x 11.2x 30.9x 30.7x
n/a: not available
n/m: not meaningful
Source: S&P Capital IQ, data as at 20 November 2025
Being AI Limited Page 46 Appraisal Report
Solution Dynamics Limited
Solution Dynamics Limited provides customer communication solutions in New Zealand,
Australia, Europe and the United States. The company offers customer communication
management software as a service platform designed to meet and manage organizational
customer communication needs, as well as manages cross-border print and mail solution
delivery requirements. It also provides customer communications cloud solutions, including
workflow and integration, digital and print multi-channel distribution, distributed print
integration, digital asset management, digital and print campaign optimisation and
management, document scanning, workflow and archiving, artificial intelligence applied to
document enhancement, document composition and hyper-personalisation, desktop digital
mail centre User Interface, data quality and enhancement and dashboards and analytics. In
addition, the company offers digital printing and mail house processing services, direct
marketing and promotional mail and outsourced services such as well as envelop printing
and postage services. Solution Dynamics Limited was founded in 1996 and is based in
Auckland.
bpost NV/SA
bpost NV/SA provides mail and parcel services to individuals, businesses and public
institutions in Belgium, rest of Europe, the United States and internationally. It operates
through Belgium and Netherlands last mile activities, third-party logistics and global
cross-border segments. The company offers collection, transport, sorting and distribution of
addressed and non-addressed mail, printed documents, newspapers, periodicals and
parcels, as well as banking and financial products and activities, e-commerce logistics,
fulfilment services, express delivery and related services. It also provides transactional mails,
advertising mails, press, domestic and international parcels and logistic solutions,
e-commerce fulfilment, e-commerce cross-border services, operational back-office services
and proximity and convenience services. bpost NV/SA was founded in 1830 and is
headquartered in Brussels, Belgium.
CTT – Correios De Portugal, S.A.
CTT – Correios De Portugal, S.A. provides postal and financial services worldwide. It
operates through Mail, Express & Parcels, Financial Services & Retail and Bank segments.
The company offers courier and urgent mail transport services, postal financial services,
contact centre services and banking services. It also engages in the business of payments
related to the collection of invoices and fines. In addition, the company enables the payment
of various services and utilities through a network of approximately 5,000 agents covering
business outlets as stationery stores, tobacco shops, kiosks and supermarkets. It operates
a retail network of 569 post offices, 1,806 postal agencies, 219 postal delivery offices, 4,089
postal delivery routes and a fleet of 4,415 vehicles. The company was formerly known as
Correio Publico. CTT – Correios De Portugal, S.A. was founded in 1520 and is
headquartered in Lisbon, Portugal.
Being AI Limited Page 47 Appraisal Report
Deutsche Post AG
Deutsche Post AG operates as a mail and logistics company in Germany, rest of Europe, the
Americas, Asia Pacific, the Middle East and Africa. The company operates through 5
segments – Express, Global Forwarding / Freight, Supply Chain, eCommerce and Post &
Parcel Germany. The Express segment offers time-definite courier and express services to
business and private customers. The Global Forwarding / Freight segment provides air,
ocean and overland freight forwarding services and offers multimodal and sector-specific
solutions. The Supply Chain segment delivers customised logistics services and supply
chain solutions to its customers based on modular components. The eCommerce segment
provides parcel delivery and non-time definite international cross-border services. The Post
& Parcel Germany segment transports, sorts and delivers documents and goods and offers
additional services such as registered mail, insured items, redirection and storage. Deutsche
Post AG was incorporated in 1995 and is headquartered in Bonn, Germany.
United Parcel Service, Inc.
United Parcel Service, Inc. is a package delivery and logistics provider, offering transportation
and delivery services. It operates through 2 segments – US Domestic Package and
International Package. The US Domestic Package segment offers time-definite delivery
services for express letters, documents, packages and palletised freight through air and
ground services in the United States. The International Package segment provides small
package operations in Europe, the Indian sub-continent, the Middle East and Africa, Canada,
Latin America and Asia. The company offers a range of guaranteed day and time-definite
international shipping services, day-definite services, cross-border ground package delivery,
contract-only, e-commerce solutions for non-urgent and cross-border shipments and
international service for urgent and palletised shipments. It also provides international air
and ocean freight forwarding, contract logistics, custom brokerage and insurance, mail
services, healthcare logistics, distribution and post-sales services. United Parcel Service,
Inc. was founded in 1907 and is headquartered in Atlanta, Georgia, United States.
Forposta S.A.
Forposta S.A. operates in the postal and courier market for business customers in Poland.
The company offers national and international postal and courier services, hybrid mail
services, business mail, special and express services and unaddressed mail delivery
services. It also provides advertising material distribution services and other distribution
services, as well as IT solutions for posting correspondence and parcels and receiving
confirmation of executed deliveries. The company was formerly known as Praxis Limited.
Forposta S.A. was incorporated in 2011 and is based in Katowice, Poland.
MaltaPost p.l.c.
MaltaPost p.l.c. provides postal and financial services in Malta and internationally. The
company offers local, international, registered and direct mail services, mail forwarding
services, Express service, a tracked inbound service, PO box services, Poste Restante,
postage stamps, parcel post, courier deliveries, redirection of mail, temporary mail custody,
local money orders, bill payments, money transfer, cheque encashment and payment of
income tax dues. In addition, the company offers personalised stamps, gift vouchers,
telephone and mobile cards, stationery and photocopy bureau services. Further, it is involved
in the provision of document management and archiving services, outsourcing of back office
tasks, door to door marketing, shredding, response management, logistics, customised
postal services, data collection, private posting box services, web services for online
shopping and corporate gifts and philatelic items services, as well as pick up and delivery of
mail and business reply services. The company was incorporated in 1998 and is
headquartered in Marsa, Malta.
Being AI Limited Page 48 Appraisal Report
Österreichische Post AG
Österreichische Post AG provides postal and parcel services in Austria, Germany, Southeast
and Eastern Europe, Turkey, Azerbaijan and internationally. The company operates through
3 divisions – Mail, Parcel & Logistics and Retail & Bank. The Mail division engages in the
distribution, collection, sorting and delivery of letters and document shipments, addressed
and unaddressed direct mail and newspapers and magazines as well as online services.
This division also provides physical and digital services in customer communications and
document processing. The Parcel & Logistics division offers solutions for parcel products,
express delivery and food delivery, stationery logistics for pharmaceutical products and
value-added services. The Retail & Bank division engages in the sale/brokering of
telecommunication and postal products and merchandise, financial services and self-service
solutions. The company was incorporated in 1999 and is headquartered in Vienna, Austria.
Pos Malaysia Berhad
Pos Malaysia Berhad provides postal and parcel services in Malaysia and internationally. It
operates through 3 segments – Postal, Aviation and Logistics. The company receives and
dispatches postal articles, offers postal financial services, deals in philatelic products and
sells postage stamps. It also provides postal services, courier, parcel and logistics solutions
by sea, air and land to national and international destinations, customised solutions (including
mailroom management, direct mail and over-the-counter services for payment of bills),
various financial products and services and direct entry and transshipment services. Pos
Malaysia Berhad was incorporated in 1991 and is based in Kuala Lumpur, Malaysia.
PostNL N.V.
PostNL N.V. provides postal and logistics services to businesses and consumers in the
Netherlands, rest of Europe and internationally. The company operates through Parcels and
Mail in the Netherlands and PostNL Other segments. It collects, sorts, transports and delivers
letters and parcels and offers data management, direct marketing and fulfilment services, as
well as cross-border mail and parcels solutions. The company was formerly known as TNT
N.V. and changed its name to PostNL N.V. in May 2011. The company is based in the
Hague, the Netherlands.
Singapore Post Limited
Singapore Post Limited engages in the post and parcel, eCommerce logistics and property
businesses in Singapore and internationally. The company offers post and parcel related
services for collecting, sorting, transporting and distributing domestic and international mail,
as well as agency, financial and parcel delivery services and sells philatelic products. It also
provides eCommerce logistics, warehousing, fulfilment and distribution, freight forwarding
and other value-added services. In addition, the company provides property rental, as well
as management and advertising and promotion services. Further, it offers management and
consultancy, customs brokerage and financial and treasury services, as well as online
shopping platforms and services. The company was founded in 1819 and is headquartered
in Singapore.
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VIRTUAL MEETING
Being AI will be conducting its Special Meeting as a virtual meeting only using Computershare’s Meeting
Platform https://meetnow.global/nz. No physical place of meeting will be made available.
How to Vote on Items of Business
Appointing a proxy
All shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead by signed notice in writing. A proxy
need not be a shareholder of the Company. If you appoint a proxy, you may either direct
your proxy how to vote for you on some or all resolutions or you may give your proxy
discretion to vote as he or she sees fit. If you wish to give your
proxy discretion, then you
must mark the appropriate boxes on the form to grant your proxy that discretion. If you do
not tick any box for a particular resolution, then the proxy will vote as he or she sees fit.
If you do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair of the Meeting will be appointed your proxy and will vote in accordance
with your express direction. The Chair of the Meeting intends to vote any undirected
proxies held by him in favour of the Resolutions. Shareholders that have appointed a proxy
may still attend the meeting but will not be able to vote as a proxy has been appointed.
Attending the meeting virtually
To attend the meeting online, please read the enclosed Virtual Meeting Guide prior to the
meeting. You can participate in the meeting virtually through the web platform https://
meetnow.global/nz. You will be able to view presentations, ask questions and cast your
vote from your own computer, mobile or similar device. For any assistance with the
process, please contact Computershare on
+64 9 488 8777 between 8.30am -
5.00pm Monday to Friday.
Nature of Resolutions
The Resolutions to be considered at the meeting include one special resolution
(Resolution 1) and one ordinary resolution (Resolution 2). A special resolution is a resolution
passed by a majority of 75% (or more) of the votes of shareholders of BAI, entitled to vote and
voting on the resolution. An ordinary resolution is a resolution passed by a simple majority of
v
otes of shareholders of BAI, entitled to vote and voting on the Resolution.
Voting Restrictions
Resolution 1
There are no voting restrictions applying to Resolution 1.
Resolution 2
W
ilshire and any “Associated Person” (as defined in the NZX Listing Rules) of Wilshire is
not entitled to vote on Resolution 2. Wilshire’s “Associated Persons” include:
• 2061 LP;
•Te Turanga Ukaipo Charitable Trust; and
•Evan Christian.
2061 LP and Te Turanga Ukaipo Charitable Trust are each, to the extent applicable,
ultimately owned and controlled by Evan Christian and Katherine Allsopp-Smith.
Consequently, for the purposes of Resolution 2, Te Turanga Ukaipo Charitable Trust
and 2061 LP are considered “Related Bodies Corporate” of Wilshire (as defined in the
NZX Listing Rules) and, as such, are also regarded as “Associated Persons” of
Wilshire, which is likewise ultimately owned by Katherine Allsopp-Smith and Evan
Christian.
Persons subject to a voting restriction may not be appointed as a discretionary proxy
in respect of Resolution 2 (but can be appointed as a non-discretionary proxy and
expressly directed how to vote if appointed by a person who is not disqualified from
voting). Any votes cast on Resolution 2 by a person subject to a voting restriction who
has been appointed as a discretionary proxy will be invalid and will not be counted.
Turn over to complete the form to vote
Proxy/Voting Form
Being AI Limited
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy or vote to be effective it must be received by 3.00pm on Monday, 8 December 2025.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Signing Instructions
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign (on
behalf of all shareholders). In the case of joint shareholders, if the shareholders
appoint different proxies, the vote of the proxy appointed by the first shareholder will
be counted.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of
attorney (unless already deposited with the Company) and a signed certificate of
non-revocation of the power of attorney must be produced to the Company with
this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a Sole
Director can sign alone. Please sign in the appropriate place and indicate the office
held.
Comments & Questions
If you have any comments or questions for the company,
please write them on a
separate sheet of paper and return with this form.
If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.
Contact Name Contact Daytime Telephone Date
or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Step 2 at the Special Meeting of Shareholders
of Being AI Limited on Wednesday, 10 December 2025 at 3.00pm and at any adjournment of that meeting.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
Appointment of Proxy
STEP 1
hereby appoint
I/We being a shareholder/s of
Being AI Limited
of
or failing him/herof
Elect Electronic Communications
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Proxy/Voting Form
AgainstFor
Proxy
Discretion
Abstain
Resolutions
To consider, and if thought fit, to pass the following Special resolution of BAI:
Resolution 1.
That the sale of all of the Assets to Wilshire in exchange for the Consideration pursuant to the Sale
Agreement is approved for the purposes of NZX Listing Rule 5.1.1(a) (in respect of a significant
change in the nature of the business of, and in respect of a significant transaction for, BAI) and
section 129(1) of the Companies Act (in respect of a “major transaction” (as the term is defined in
the Companies Act)).
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf your votes will not be counted in computing the required majority. If
you return this form without directing the proxy how to vote on any particular matter, the proxy will vote as he or she thinks fit.
Items of Business
STEP 2
To consider and, if thought fit, pass the following resolution as an ordinary resolution of BAI:
Resolution 2.
That the sale of all of the Assets to Wilshire in exchange for the Consideration pursuant to the Sale
Agreement is approved for the purposes of NZX Listing Rule 5.2.1(b) (in respect of a transaction
with, or for the benefit of, “Related Parties” (as the term is defined in the NZX Listing Rules) of
BAI).
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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.
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.