BRAINCHIP HOLDINGS LTD — Share Issue/Capital Change 2023

May 28, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

BRAINCHIP HOLDINGS LTD

Date of this announcement

Monday May 29, 2023

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

Total number of ASX +security +securities to be code Security description issued/transferred Issue date BRNAM RESTRICTED STOCK UNITS 8,000,000 26/05/2023

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

BRAINCHIP HOLDINGS LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

151159812

1.3 ASX issuer code

BRN

1.4 The announcement is

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New announcement

1.5 Date of this announcement

29/5/2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

RSUs issued in accordance with the approval of shareholders at the AGM on 23/05/2023

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Additional +securities in an existing class

ASX +security code and description

BRNAM : RESTRICTED STOCK UNITS

Date the +securities the subject of this notification were issued

26/5/2023

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Any other information the entity wishes to provide about the +securities the subject of this notification

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

Restricted stock Units issued in accordance with the approval of shareholders at the AGM on 23/05/2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

8,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Nil consideration per the terms described within the Annual General Meeting Notice of Meeting dated 17/04/2023 and ASX Announcement 14 October 2023.

Purpose of the issue

Other

Additional Details

Refer ASX Announcement dated 14 October 2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities 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)

	Total number of
ASX +security code and description	+securities on issue
BRN : ORDINARY FULLY PAID	1,767,058,145
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	7,044,403
BRNAD : OPTION EXPIRING VARIOUS DATES VARIOUS PRICES	67,224,231
BRNAM : RESTRICTED STOCK UNITS	41,589,180

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

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Yes

5.2a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

23/5/2023

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