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: 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 1,397,302 20/05/2024

Refer to next page for full details of the announcement

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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:

Other

Please specify

Securities issued to contractors

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

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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

20/5/2024

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

N/A

Issue details

Number of +securities

1,397,302

Were the +securities issued for a cash consideration?

No

Please describe the consideration being provided for the +securities

In consideration for contracted services.

Purpose of the issue

Other

Additional Details

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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	4,796,018
BRNAD : OPTION EXPIRING VARIOUS DATES VARIOUS PRICES	55,665,554
BRNAM : RESTRICTED STOCK UNITS	41,215,756

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

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Appendix 3G - 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? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 1397302

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

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