Being AI Limited — Proxy Solicitation & Information Statement 2025

Nov 20, 2025

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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.

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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:

• the Send Shares; and

• 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:

• 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;

• 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

• Wilshire paying BAI a cash amount equal to $202,000.00 ( Cash Consideration ).

• Conditions: The Sale Agreement is conditional on:

• 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

• 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.

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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

4 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.

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• 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

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Michael Stiassny Chair of the committee of Independent Directors 21 November 2025

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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

ONTENTS
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

1

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).

2

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]

3

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

4

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.

5

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.

6

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).

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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 resellers’ 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.

8

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:

• the Send Shares, being 100% of the issued shares in Send Global; and

• 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:

• 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;

• 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

• Wilshire paying BAI a cash amount equal to $202,000.00 ( Cash Consideration ).

• Conditions: The Sale Agreement is conditional on:

• obtaining any necessary shareholder approvals under the NZX Listing Rules and Companies Act 1993. These approvals are reflected in Resolutions 1 and 2.

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• 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:

• Legal and beneficial title to the Assets (but not the Excluded Assets) passes to Wilshire, free of encumbrances; and

• The Consideration is satisfied in accordance with the actions set out above.

• Post-Completion cost reimbursement :

• 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-ofpocket 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.

• 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.

• 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.

• 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,

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but any costs incurred prior to such termination remain subject to reimbursement.

• 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:

• 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.

• 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

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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

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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;

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• 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.

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Mitigation:

• BAI is seeking to mitigate these risks by:

• working closely with independent advisers to ensure all deadlines are met;

• 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

• 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.

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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.

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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

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• (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.

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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.

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SCHEDULE 1 – APPRAISAL REPORT

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