Results of special meeting

Meeting Results Announcement
Updated as at 26 September 2019
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28 March 2024

Results of Special Meeting of Shareholders

At Ascension Capital Limited’s shareholder meeting, held by video conference today,
shareholders were asked to vote on 14 resolutions, which were supported by the Board.

As required by NZX Listing Rule 6.1, all voting was conducted by a poll.

The resolutions passed by shareholders were:

1. Acquisition of 100% of the shares on issue in Being Consultants Limited, AGE
Limited and Send Global Limited – Special Resolution – Listing Rules 4.14.1, 5.1.1
and 5.2.1, and Section 129 of the Companies Act 1993

"The Reverse Listing Agreement entered into between the Company and the shareholders
of the Being AI Group (“Sale Agreement”), pursuant to which the Company has agreed to
acquire 100% of the shares on issue in the Being AI Group (“Being AI Shares”) for an initial
purchase price of $45 million and an additional purchase price payable of up to $35 million,
which would bring the total purchase price payable to up to $80 million. This consideration
will be satisfied by the issue of:

(a) in respect of the initial purchase price payable of $45 million, 1,800,000,000 new ordinary
fully paid shares in the Company, at an issue price of $0.025 cents per share, to the
shareholders of the Being AI Group (or their nominees); and

(b) in respect of the additional purchase price payable of up to $35 million and subject to the
achievement of certain share price milestones pursuant to an earn-in mechanism referred
to in resolution 1, up to a further 1,399,992,000 new ordinary fully paid shares in the
Company, at an issue price of not less than $0.025 cents per share, to the shareholders
of Being Consultants Limited (or their nominees);

and the transactions described in the Sale Agreement are approved, and that the Directors
be authorised to take all actions, do all things and execute all documents and agreements
necessary or considered by them to be expedient to give effect to such transactions.
Without limiting this resolution, in the event that a vendor is liable to the Company under a
valid breach of warranty claim, the Company at the election of the relevant vendor, is
approved to acquire and cancel shares in the Company for the amount of a valid claim at
the greater of:

(a) $0.025 cents per share; and

(b) the volume weighted average price of the Company’s shares traded on the NZX Main
Board in the 20 business days prior to the date of cancellation.”


2. Issue of 1,800,000,000 ordinary fully paid shares to the shareholders of the Being AI
Group (“Consideration Shares”) – Ordinary Resolution – Listing Rules 4.1.1 and 5.2.1,
and Rule 7(d) of the Takeovers Code

"The Directors of the Company are authorised to issue 1,800,000,000 ordinary fully paid
shares in the Company to the shareholders of the Being AI Group or their nominees, at an

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issue price of $0.025 per share in satisfaction of the initial purchase price payable of $45
million under the Sale Agreement (“Consideration Shares”) on the date of the completion
of the acquisition of the Being AI Group, and are further authorised to take all actions, do all
things and execute all documents and agreements necessary or considered by them to be
necessary or expedient to issue the Consideration Shares, such Consideration Shares
when issued, shall rank pari passu (equally) with all existing ordinary shares of the
Company."


3. Issue of up to 1,399,992,000 additional ordinary fully paid shares to the shareholders
of Being Consultants Limited (“Earn-In Shares”) – Ordinary Resolution – Listing Rule
4.1.1 and Rule 7(d) of the Takeovers Code

"The Directors of the Company are authorised to:

(a) issue a maximum of up to 1,399,992,000 ordinary fully paid shares in the Company to the
shareholders of Being Consultants Limited, at an issue price of not less than $0.025 per
share in satisfaction of the Company’s prospective obligations under the Sale Agreement
in respect of the possible increase to the purchase price payable by the Company to
acquire the shares in Being Consultants Limited in accordance with an earn-in mechanism
(“Earn-In Shares”); and

(b) take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the Earn-In Shares, such Earn-
In Shares if issued, shall rank pari passu (equally) with all existing ordinary shares of the
Company."

The implementation of this resolution is conditional upon all of resolutions 1 to 12 being
approved by the shareholders of the Company.

4. Issue of 120,000,000 new ordinary fully paid shares to investors (“Capital Raise
Shares”) – Ordinary Resolution – Listing Rule 4.1.1


"The Directors of the Company are authorised to:

(a) issue up to 120,000,000 ordinary fully paid shares in the Company to investors (“Capital
Raise Shares”) at an issue price of not less than $0.025 per Capital Raise Shares; and

(b) take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the Capital Raise Shares,

such Capital Raise Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."


5. Issue of 30,720,000 new ordinary fully paid shares to Excalibur Capital Partners
Limited (“Excalibur Shares”) – Ordinary Resolution – Listing Rules 4.1.1 and 5.2.1

"The Directors of the Company are authorised to:

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(a) issue 30,720,000 ordinary fully paid shares in the Company to Excalibur Capital
Partners Limited (“Excalibur Shares”) at an issue price of $0.025 per Excalibur
Share; and

(b) take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the Excalibur Shares,

such Excalibur Shares when issued, shall rank pari passu (equally) with all existing ordinary
shares of the Company."

6. Issue of 15,800,000 new ordinary fully paid shares to all existing ACE Directors and
one former ACE Director (“Directors’ Fee Shares”) in satisfaction of accrued
Directors Fees – Ordinary Resolution – Listing Rules 4.2.1 and 5.2.1

"The Directors of the Company are authorised to:

(a) issue 15,800,000 new ordinary fully paid shares in the Company to the existing directors
of the Company and one former director of the Company (“Directors’ Fee Shares”) at
an issue price of $0.025 per share, which shares shall be issued to existing and former
directors in satisfaction of their accrued and unpaid directors’ fees up to the date of the
completion of the Restructure; and

(b) take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the Directors’ Fee Shares,

such Directors’ Fee Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."
7. Appointment of David McDonald as Director – Ordinary Resolution

"David McDonald be appointed as a director of the Company with effect from completion of
the Restructure."
8. Appointment of Katherine Allsopp-Smith as Director – Ordinary Resolution

"Katherine Allsopp-Smith be appointed as a director of the Company with effect from
completion of the Restructure."
9. Appointment of Joe Jensen as Director – Ordinary Resolution

"Joe Jensen be appointed as a director of the Company with effect from completion of the
Restructure."

10. Approval of Directors’ Fees – Ordinary Resolution

"That the aggregate maximum amount of fees which can be paid to the Directors be
increased by $220,000 from the current pool of $80,000 per annum to an aggregate sum
not exceeding $300,000 in respect of each financial year, where such amount (or lesser
amount determined by the Directors for a financial year) will be divided among the Directors
in such proportion and in such manner as they may agree."

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11. Issue of up to 132,000,000 Options to Employees, Contractors, and Non-executive
Directors - Ordinary Resolution – Listing Rule 4.2.1

"The Directors of the Company are authorised to:

(a) issue up to 132,000,000 options to acquire ordinary shares in the Company, to
employees, contractors, and to non-executive Directors of the Company; and

(b) take all action, do all things, and execute all documents and agreements necessary or
considered by them to be expedient to give effect to the issue of the options.”

12. Issue of up to 280,000,000 new ordinary fully paid shares to third parties (“Post
Completion Shares”) – Ordinary Resolution – Listing Rule 4.2.1

"The Directors of the Company are authorised to:

(a) issue up to 280,000,000 new ordinary fully paid shares in the Company to third parties
(“Post Completion Shares”) at an issue price of not less than $0.025 per Post
Completion Share, at any time during the course of the 12 month period following the
date of the Special Meeting; and

(b) take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the Post Completion Shares,

such Post Completion Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."

13. Revocation of existing constitution and adoption of a new constitution – Special
Resolution

“That the existing constitution of the Company is revoked, and the form of constitution
tabled at the Meeting, is adopted as the constitution of the Company.”

14. Appointment of William Buck as auditor and authorisation of the Board to fix
auditor’s remuneration

“To appoint William Buck Audit (NZ) Limited as the auditor of the Company and that the
Board be authorised to fix the fees and expenses of William Buck Audit (NZ) Limited as
auditor of the Company for the ensuing year.”

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Detail of the total number of votes cast in person or by a proxy holder (excluding any
discretionary votes cast) are:

Resolution For Against Abstain
Resolution 1: Acquisition of 100% of
the shares on issue in Being
Consultants Limited, AGE Limited
and Send Global Limited
13,803,087
(99.26%)
103,339
(0.74%)
0
Resolution 2: Issue of 1,800,000,000
ordinary fully paid shares to the
shareholders of the Being AI Group
11,448,574
(99.12%)
101,439
(0.88%)
2,336,412
Resolution 3: Issue of up to
1,399,992,000 additional ordinary
fully paid shares to the shareholders
of Being Consultants Limited
13,783,086
(99.26%)
103,339
(0.74%)
0
Resolution 4: Issue of 120,000,000
new ordinary fully paid shares to
investors
13,784,986
(99.27%)
101,439
(0.73%)
0
Resolution 5: Issue of 30,720,000
new ordinary fully paid shares to
Excalibur Capital Partners Limited
11,446,674
(99.12%)
101,439
(0.88%)
2,336,412
Resolution 6: Issue of 15,800,000
new ordinary fully paid shares to all
existing ACE Directors and one
former ACE Director
9,139,930
(98.90%)
101,549
(1.10%)
4,643,046
Resolution 7: Appointment of David
McDonald as Director
13,784,987
(99.27%)
101,439
(0.73%)
0
Resolution 8: Appointment of
Katherine Allsopp-Smith as Director
13,784,987
(99.27%)
101,439
(0.73%)
0
Resolution 9: Appointment of Joe
Jensen as Director
13,783,087
(99.27%)
101,439
(0.73%)
0
Resolution 10: Approval of Directors’
Fees
13,784,876
(99.27%)
101,549
(0.73%)
0
Resolution 11: Issue of up to
132,000,000 Options to Employees,
Contractors, and Non-executive
Directors
13,783,086
(99.26%)
103,339
(0.74%)
0
Resolution 12: Issue of up to
280,000,000 new ordinary fully paid
shares to third parties
13,783,086
(99.26%)
103,339
(0.74%)
0
Resolution 13: Revocation of
existing constitution and adoption of
a new constitution
13,784,986
(99.27%)
101,439
(0.73%)
0

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Resolution 14: Appointment of
William Buck as auditor and
authorisation of the Board to fix
auditor’s remuneration
13,783,087
(99.27%)
101,439
(0.73%)
0

Authority for this announcement
Name of person authorised to make this
announcement
Sean Joyce
Contact person for this announcement Sean Joyce
Contact phone number 021 865 704
Contact email address Sean@corporate-counsel.co.nz
Date of release through MAP 28 March 2024