D&O Ongoing Disclosure

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer: Being AI Limited (BAI)
Date this disclosure made:
Date of last disclosure: N/A
Director or senior manager giving disclosure
Full name(s):
Michael Peter Stiassny
Name of listed issuer:
Being AI Limited (BAI)
Name of related body corporate (if applicable):N/A
Position held in listed issuer:Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products: Ordinary shares in BAI
Nature of the affected relevant interest(s):
Registered holder and beneficial owner of ordinary
shares
For that relevant interest-
Number held in class before acquisition or disposal:0
Number held in class after acquisition or disposal:
8,756,048
Current registered holder(s):2061 LP
Registered holder(s) once transfers are registered:Michael Peter Stiassny
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:
1
Details of transactions requiring disclosure-
Date of transaction:
Nature of transaction:
Sale and purchase of ordinary shares in Being AI
Limited, sold by 2061 LP and acquired by Michael Peter
Stiassny.
Name of any other party or parties to the transaction (if known):
2061 LP




     
05/12/2025
05/12/2025

The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
$1.00.
As
part of the consideration, the purchaser (being
Michael Peter Stiassny) has also agreed to pay
escalation payments to 2061 LP in the following
c
ircumstances:
‡,IWKHSXUFKDVHURUDQ\UHODWHGSDUW\RIWKHSXUFKDVHU
s
ells or transfers any of the BAI shares acquired by the
purchaser from 2061 LP to a third party before 5
December 2027 at a sale pr
ice of more than $0.0683 per
BAI share (being the 5 business day VWAP for BAI
shares ending on 3 December 2025), the purchaser
must pay 2061 LP a payment equal to 5% of the amount
by which the sale pr
ice exceeds $0.0683 per BAI share
multiplied by the number of BAI shares sold or
transferred to the third party.
‡,IWKHSXUFKDVHUF
HDVHVWREHERWKDGLUHFWRURI%$,DQG
a shareholder (either directly or v
ia a related party) of BAI
on or before 5 December 2026, the purchaser must pay
2061 LP a payment equal to $0.0683 per BAI s
hare
multiplied by the number of BAI shares sold by 2061 LP
to the purchaser on 5 December 2025.
‡,IWKHSXUFKDVHUFHDVHVWREHERWKDGLUHFWRURI%$,DQG
a shareholder (either directly or v
ia a related party) of BAI
after 5 Decem
ber 2026 and before 5 December 2027, the
purchaser must pay 2061 LP a payment equal to
$0.03415 per BAI share (calculated as being 50% of the
5 business day VWAP for BAI shares ending on 3
December 2025) multiplied by the number of BAI shares
s
old by 2061 LP to the purchaser on 5 December 2025.
Number of financial products to which the transaction related:
8,756,048
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:
N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
N/A
Nature of relevant interest:
N/A
For that relevant interest,-
Number held in class:
N/A
Current registered holder(s):
N/A
For a derivative relevant interest,-
Type of derivative:
N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:




     
05/12/2025





     

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Being AI Limited (BAI)
Date this disclosure made:
Date of last disclosure:
N/A
Director or senior manager giving disclosure
Full name(s):
Gregory Evan Cross
Name of listed issuer:
Being AI Limited (BAI)
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary shares in BAI
Nature of the affected relevant interest(s):
Gregory Evan Cross is a director, and person who
has the power to (among other things) exercise, or
control the exercise of, the right to vote attached to
20% or more of the voting products of C V I Trust
Limited. C V I Trust Limited is the sole registered
holder and beneficial owner of the relevant BAI
financial products.
For that relevant interest-
Number held in class before acquisition or disposal:
0
Number held in class after acquisition or disposal:
4,386,798
Current registered holder(s):
2061 LP
Registered holder(s) once transfers are registered:C V I Trust Limited
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:
1
Details of transactions requiring disclosure-
Date of transaction:
Nature of transaction:
Sale and purchase of ordinary shares in Being AI
Limited, sold by 2061 LP and acquired by C V I Trust
Limited.
Name of any other party or parties to the transaction (if known):
2061 LP




     
05/12/2025
05/12/2025

The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
$1.00.
As part of the consideration, Gregory Evan Cross
has also agreed to pay escalation payments to 2061
LP in the following circumstances:
‡I
f the purchaser (or any related party of the
purchaser) sells or transfers any of the BAI shares
acquired by the purchaser from 2061 LP to a third
party before 5 December 2027 at
a sale price of
more than $0.0683 per BAI share (being the 5
business day VWAP for BAI shares ending on 3
December 2025), the purchaser must pay 2061 LP a
payment equal to 5% of the amount by which the
sale price exceeds $0.0683 per BAI share multiplied
by the number of BAI shares sold or t
ransferred to
the third party.
‡If the purchaser ceases to be both a director of BAI
and a shareholder (either directly or via a related
party) of BAI on or before 5 December 2026, the
purc
haser must pay 2061 LP a payment equal to
$0.0683 per BAI share multiplied by the number of
BAI
shares sold by 2061 LP to the purchaser on 5
December 2025.
‡If the purchaser ceases to be both a director of BAI
and a shareholder (either directly or via a related
party) of BAI after 5 December 2026 and before 5
Dec
ember 2027, the purchaser must pay 2061 LP a
payment equal to $0.03415 per BAI share
(calculated as being 50% of the 5 business day
V
WAP for BAI shares ending on 3 December 2025)
multiplied by the number of BAI shares sold by 2061
LP to the purchaser on 5 December 2025.
Number of financial products to which the transaction related:
4,386,798
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:
N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
N/A
Nature of relevant interest:
N/A
For that relevant interest,-
Number held in class:
N/A
Current registered holder(s):
N/A
For a derivative relevant interest,-
Type of derivative:
N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:




     
05/12/2025





     

---

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Being AI Limited (BAI)
Date this disclosure made:
Date of last disclosure:
N/A
Director or senior manager giving disclosure
Full name(s):
Stephen Maurice Phillips
Name of listed issuer:
Being AI Limited (BAI)
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary shares in BAI
Nature of the affected relevant interest(s):
Registered holder and beneficial owner of ordinary
shares
For that relevant interest-
Number held in class before acquisition or disposal:
0
Number held in class after acquisition or disposal:
4,386,798
Current registered holder(s):2061 LP
Registered holder(s) once transfers are registered:Stephen Maurice Phillips
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates:
1
Details of transactions requiring disclosure-
Date of transaction:
Nature of transaction:
Sale and purchase of ordinary shares in Being AI
Limited, sold by 2061 LP and acquired by Stephen
Maurice Phillips.
Name of any other party or parties to the transaction (if known):
2061 LP




     
05/12/2025
05/12/2025

The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
$1.00.
As par
t of the consideration, the purchaser (being
Stephen Maurice Phillips) has also agreed to pay
escalation payments to 2061 LP in the following
c
ircumstances:
‡,IWKHSXUFKDVHURUDQ\UHODWHGSDUW\RIWKHSXUFKDVHU
s
ells or transfers any of the BAI shares acquired by the
purchaser from 2061 LP to a third party before 5
December 2027 at a sale price of more than $0.0683
per
BAI share (being the 5 business day VWAP for BAI
shares ending on 3 December 2025)
, t he purchaser
must pay 2061 LP a payment equal to 5% of the amount
by which the sale pr
ice exceeds $0.0683 per BAI share
multiplied by the number of BAI shares sold or
transferred to the third party.
‡,IWKHSXUFKDVHUFHDVHVWREHERWKDGLUHFWRURI%$,DQG
a shareholder (either directly or via a r
elated party) of
BAI on or before 5 Decem
ber 2026, the purchaser must
pay 2061 LP
a payment equal to $0.0683 per BAI share
multiplied by the number of BAI shares sold by 2061 LP
to the purc
haser on 5 December 2025.
‡,IWKHSXUFKDVHUFHDVHVWREHERWKDGLUHFWRURI%$,DQG
a shar
eholder (either directly or via a related party) of
BAI after 5 December 2026 and before 5 Decem
ber
2027, the purchaser must pay
2061 LP a payment equal
to $0.03415 per BAI s
hare (calculated as being 50% of
the 5 business day VWAP for BAI shares ending on 3
Dec
ember 2025) multiplied by the number of BAI shares
s
old by 2061 LP to the purchaser on 5 December 2025.
Number of financial products to which the transaction related:
4,386,798
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:
N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
N/A
Nature of relevant interest:
N/A
For that relevant interest,-
Number held in class:
N/A
Current registered holder(s):
N/A
For a derivative relevant interest,-
Type of derivative:
N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in
this disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:




     
05/12/2025