BRAINCHIP HOLDINGS LTD — Share Issue/Capital Change 2024

May 19, 2024

Appendix 3G - 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 20, 2024

The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
BRNAJ	PERFORMANCE RIGHTS	2,277,022	20/05/2024
BRNAD	OPTION EXPIRING VARIOUS DATES VARIOUS	7,036,661	20/05/2024
	PRICES
BRNAM	RESTRICTED STOCK UNITS	59,364,795	20/05/2024

Refer to next page for full details of the announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Appendix 3G - 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 Registration number ACN 151159812

1.3 ASX issuer code

BRN

1.4 The announcement is

New announcement

1.5 Date of this announcement

20/5/2024

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Appendix 3G - 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:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

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

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 issued under an +employee incentive scheme ASX +security code and description

BRNAD : OPTION EXPIRING VARIOUS DATES VARIOUS PRICES

Date the +securities the subject of this notification were issued

20/5/2024

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

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02365895

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

Issue details

Number of +securities

7,036,661

Additional +securities in an existing class issued under an +employee incentive scheme ASX +security code and description

BRNAJ : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

20/5/2024

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

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02365895

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

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Issue details

Number of +securities

2,277,022

Additional +securities in an existing class issued under an +employee incentive scheme ASX +security code and description BRNAM : RESTRICTED STOCK UNITS

Date the +securities the subject of this notification were issued 20/5/2024

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

Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
Name of KMPName of registered holderNumber of +securities
Ken ScarinceKen Scarince5,301,726
Anil MankarAnil Mankar6,117,375
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the termshttps://www.asx.com.au/asx/statistics/displayAnnouncement.do?display=pdf&idsId=02365895
Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

59,364,795

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Appendix 3G - 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 notification, the +securities of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
BRN : ORDINARY FULLY PAID	1,855,948,017
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	7,073,040
BRNAD : OPTION EXPIRING VARIOUS DATES VARIOUS PRICES	62,702,215
BRNAM : RESTRICTED STOCK UNITS	99,183,249

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

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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? Yes

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

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