Proposed sale of Send Global - notice of special meeting

Notice of special meeting - 10 December 2025 at 3:00 p.m.

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) . 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) , 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 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; 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 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). 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
• 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

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