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BRAINCHIP HOLDINGS LTD — Share Issue/Capital Change 2026
Jun 3, 2026
64564_rns_2026-06-03_5f68377c-b48d-4d4c-9923-cf9f1588e13a.pdf
Share Issue/Capital Change
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Update Summary
Entity name
BRAINCHIP HOLDINGS LTD
Announcement Type
Update to previous announcement
Date of this announcement
Wednesday June 03, 2026
Reason for the update
The number of RSUs issued was overstated by 4,740,000 and should read 34,054,565.
Refer to next page for full details of the announcement
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
The number of RSUs issued was overstated by 4,740,000 and should read 34,054,565.
1.4b Date of previous announcement to this update
11/5/2026
1.5 Date of this announcement
3/6/2026
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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")
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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
BRNAJ : PERFORMANCE RIGHTS
Date the +securities the subject of this notification were issued
11/5/2026
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://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-03073410-2A1663052&v=undefined
Any other information the entity wishes to provide about the +securities the subject of this notification
Issue details
Number of +securities
584,295
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
11/5/2026
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 KMP | Name of registered holder | Number of +securities |
|---|---|---|
| Ken Scarince | Ken Scarince | 1,882,597 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-03073410-2A1663052&v=undefined
Any other information the entity wishes to provide about the +securities the subject of this notification
Issue details
Number of +securities
34,054,565
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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)
| ASX +security code and description | Total number of +securities on issue |
|---|---|
| BRN : ORDINARY FULLY PAID | 2,275,825,144 |
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
| ASX +security code and description | Total number of +securities on issue |
|---|---|
| BRNAJ : PERFORMANCE RIGHTS | 3,036,795 |
| BRNAD : OPTION EXPIRING VARIOUS DATES VARIOUS PRICES | 50,502,312 |
| BRNAN : SERVICE RIGHTS | 2,093,022 |
| BRNAM : RESTRICTED STOCK UNITS | 182,771,190 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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
13
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities