BRAINCHIP HOLDINGS LTD — Director's Dealing 2023

May 25, 2023

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Brainchip Holdings Ltd ABN 64 151 159 812

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Sean Hehir
Date of last notice	2 December 2022

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest	Mr Hehir holds shares directly and is also
(including registered holder)	a beneficial holder of shares on vesting
Note: Provide details of the circumstances giving rise to the relevantinterest.	under the Company’s Employee Share Plan
	Trust.
Date of change	26 May 2023
No. of securities held prior to change	Fully Paid Ordinary Shares
	1,082,975
	Restricted Stock Units
	5,081,730
Class	Restricted Stock Units
Number acquired	2,264,493
Number disposed	Nil.
Value/Consideration	$Nil consideration with an estimated
Note: If consideration is non-cash, provide details and estimatedvaluation	underlying value of $0.40 per security.

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	Fully Paid Ordinary Shares1,082,975Restricted Stock Units7,346,223
Nature of changeExample: on-market trade, off-market trade, exercise of options, issueof securities under dividend reinvestment plan, participation in buy-back	Allotment of Restricted Stock Units on theterms as outlined within the AnnualGeneral Meeting Notice of Meeting dated17 April 2023 and as approved byShareholders on 23May2023.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	N/A
If so, was prior written clearance provided to allow thetrade to proceed during this period?	N/A
If prior written clearance was provided, on what date wasthis provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3