Completion of Corporate Restructure

2 October 2026


Market Announcement
NZX:BAI

Completion of Corporate Restructure
Being AI Limited (NZX:BAI) today announces significant changes to its shareholding structure,
marking the final stage of the corporate restructuring of the Company initiated under the guidance of
BAI Board Chair, Michael Stiassny.
Transfer of majority shareholding
Entities associated with BAI's majority shareholder, the Wilshire Group (Wilshire), have entered into
an agreement to transfer 25,302,242 fully paid ordinary BAI shares (representing approximately 14.4%
of the Company's issued capital) to Excalibur Capital Partners Limited (Excalibur) which currently
owns 9,616,666 shares. This transfer will take Excalibur’s total holding to 19.9%.
Excalibur is associated with Mr Sean Joyce, who served as a director of Ascension Capital Limited
prior to the transaction that saw the Company list on the NZX as Being AI Limited in April 2024, and as
the Company's founding Executive Chair. Mr Joyce has advised that he intends to pursue
opportunities to realise value from the Company's listed status.
Over the past 18 months, the Board and major shareholder have used their best efforts to identify and
assess new options and opportunities. While any strategy involving a listed shell carries inherent
uncertainty, the Board believes this is the only realistic option now available to realise shareholder
value.
Voluntary gift of shares
In a voluntary and genuine gesture of goodwill to acknowledge shareholders who supported BAI
throughout an extended and demanding restructuring, the Wilshire Group is gifting 100,495,066 fully
paid ordinary BAI shares (approximately 57% of the Company's issued capital) to existing BAI
shareholders.
Shareholders who participated in the 2025 Share Purchase Plan (SPP) and whose support was
material to the stabilisation of the Company will be given priority in the distribution.

Eligible shareholders will receive their gifted shares for no consideration. No new shares are being
issued and the gift does not dilute existing holders — it transfers value directly to them.
Completion of corporate restructure
The eligibility criteria, record date and mechanics of the share transfer and distribution will be
announced to shareholders in due course.
Upon completion of these transactions – due on Monday 12 October 2026 – Michael Stiassny,
Katherine Allsopp-Smith and Greg Cross will resign from the BAI Board, bringing to a close the
restructuring of BAI.
Existing Independent Director Steve Philips will continue and, from completion, be joined by Craig
Alexander as an additional Independent Director and Sean Joyce as Non-executive Chair.

[ends]

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

For further information, in the first instance please contact:
Mike Dunshea
BAI Group Secretary
Mobile 027 579 8687
mike.dunshea@beingai.group