BRAINCHIP HOLDINGS LTD — Share Issue/Capital Change 2023

Oct 8, 2023

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

BRAINCHIP HOLDINGS LTD

Announcement Type

New announcement

Date of this announcement

Monday October 09, 2023

The +securities to be quoted are: Other

Total number of +securities to be quoted

ASX +security		Number of +securities to
code	Security description	be quoted	Issue date
BRN	ORDINARY FULLY PAID	15,000,000	09/10/2023

Refer to next page for full details of the announcement

Application for quotation of +securities

1 / 6

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of entity

BRAINCHIP HOLDINGS LTD

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

1.2 Registered number type

ACN

Registration number 151159812

1.3 ASX issuer code

BRN

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

9/10/2023

Application for quotation of +securities

2 / 6

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Part 2 - Type of Issue

2.1 The +securities to be quoted are:

==> picture [8 x 8] intentionally omitted <==

Other

2.2 The +securities to be quoted are:

==> picture [8 x 9] intentionally omitted <==

Additional +securities in a class that is already quoted on ASX ("existing class")

2.3c Have these +securities been offered under a +disclosure document or +PDS?

==> picture [8 x 8] intentionally omitted <==

No

2.3d Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Shares allotted to the trustee of the Company's Employee Share Plan for the purpose of administration of the plan.

2.4 Any on-sale of the +securities to be quoted within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Application for quotation of +securities

3 / 6

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B Additional +securities to be quoted in an existing class ASX +security code and description BRN : ORDINARY FULLY PAID Issue date 9/10/2023 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Issue details Number of +securities to be quoted 15,000,000 Are the +securities being issued for a cash consideration? No Please describe the consideration being provided for the +securities Shares allotted to the trustee of the Company's Employee Share Plan for the purpose of administration of the plan. Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted 0.150000 Any other information the entity wishes to provide about the +securities to be quoted The above estimate is reflective of the closing price of shares traded on ASX on 06 October 2023 The purpose(s) for which the entity is issuing the securities Other Please provide additional details Shares allotted to the trustee of the Company's Employee Share Plan for the purpose of administration of the plan.

Application for quotation of +securities

4 / 6

Application for quotation of +securities

Part 4 - Issued capital following quotation

==> picture [21 x 22] intentionally omitted <==

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

	Total number of
ASX +security code and description	+securities on issue
BRN : ORDINARY FULLY PAID	1,790,058,145

4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
BRNAJ : PERFORMANCE RIGHTS	6,276,102
BRNAD : OPTION EXPIRING VARIOUS DATES VARIOUS PRICES	64,661,731
BRNAM : RESTRICTED STOCK UNITS	35,007,366

Application for quotation of +securities

5 / 6

Application for quotation of +securities

==> picture [21 x 22] intentionally omitted <==

Part 5 - Other Listing Rule requirements

5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

13

Application for quotation of +securities

6 / 6