AVA Risk Group Limited ($AVA)

Ladies and gentlemen, welcome to the 2026 Extraordinary General Meeting of AVA Risk Group Limited. My name is David Cronin, and it's my privilege to serve as Chairman of the AVA Board. I declare that a quorum is present. Accordingly, I declare the meeting is open. On behalf of my fellow directors, I would like to welcome all participants to the AVA Risk Group Extraordinary General Meeting joining us online. The online meeting technology that you are joining through allow shareholders, proxy holders and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Questions can be submitted at any time. To ask a written question, select the messaging icon, type in your question in the box towards the top of the page and press the send button. To ask your question verbally, click the request to speak button, you will be prompted to confirm your name and enter the topic of your question, submit your details and select join queue to be connected. Please note that while you can submit questions or comments, we will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on the same topic, we may address them together. Finally, due to time constraints, we may run out of time to answer all your questions. If this happens, we will answer them in due course via e-mail or by posting responses to our website. We will certainly give our best efforts to answer all your questions today. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. To vote using the online meeting technology, if you are eligible to vote at this meeting, the voting options will appear on your screen. To cast your vote, simply select one of the options. Your vote is automatically recorded. There is no need to press submit or enter button. You can change your vote up until the time I declare voting closed. Let me introduce your directors and management in attendance today. We have Mark Stevens, Non-Executive Director; Mike McGeever, Non-Executive Director, sends his apologies. I'd also like to introduce Neville Joyce, AVA's Acting Chief Executive Officer and Chief Financial Officer; and Kim Larkin, our Joint Company Secretary, who are also in attendance online. The purpose of this meeting is to seek shareholder approval for the convertible loan note agreement and associated warrants between AVA Risk Group and Hale Capital. Neville will provide a brief update on business activity before I will discuss the strategic investment from Hale Capital, for which we are seeking shareholder approval today. Neville, over to you.

Thanks, David. I'll provide a brief update to shareholders on the current trading conditions and operational performance, particularly since we last spoke at the half 2 results release. Across our key technologies, we're seeing continued strengthening of demand, and we're seeing strong demand, particularly for our sensing technologies in key geographies. In APAC, we've been selected to lead what is the biggest -- Australia's biggest airport perimeter detection project and trial, starting with Melbourne Airport and building on the success we've had with trials at Canberra and Cairns. This positions AVA at the forefront of next-generation security, airport security, particularly perimeter detection technology. We're seeing strong engagement with Telstra. We participated in their national experience hub over the past couple of weeks, and we've got 2 more capital cities to do in coming weeks. We're also seeing demand for Aura Ai-X to be deployed across new network segments within Telstra. In the Americas, we have closed out and still have further orders to close out of orders that we expected to receive through the first half of the year, particularly for government sites and energy infrastructure. We continue to have a strong pipeline and expect to see further orders through the second half of the year in the correction segment and also further in government infrastructure sites. Europe and Middle East have some significant opportunities that we expect to close through the second half of the year, including energy infrastructure, airport security. Though as everyone I'm sure on this call is aware, there are some geopolitical uncertainty, particularly around the Middle East. The information we've got to date suggests that those orders are still proceeding, but clearly, this is an area that we continue to focus on. Our Access and Illuminate divisions focused on increasing and stabilizing our distribution networks. For Access, we're expanding opportunities in the U.S. via dormakaba. We've also developed our next-generation reader range, which we expect to deploy in the second half year and was launched last week at the ISC West Tradeshow in the U.S. And within Illuminate, we're resetting the U.K. distribution business, in particular, with some new staff who have come on board to drive improved performance out of that segment. So as I look towards the performance over the remainder of the second half year, yes, we think we're well positioned. We have a strong global pipeline. We're expanding our applications for Aura Ai-X in particular, and we see increasing demand for protection of critical infrastructure and national security priorities. With that, I'll hand back to David, who will proceed with the rest of the business.

Thank you, Neville. Today's meeting is fundamentally about enabling the next phase of AVA's growth through our strategic partnership with Hale Capital. Hale is a U.S.-based growth equity firm with deep experience in national security, defense technology and critical infrastructure. They bring not only capital but also access, credibility and execution capability within the U.S. defense and intelligence ecosystems. Hale is the right partner for AVA for 3 key reasons: First, strategic alignment. Their investment focus is directly aligned with our core capabilities in fiber optic sensing and infrastructure protection. Second, access to the U.S. market. They provide deep relationships across U.S. defense, intelligence and federal agencies, markets that are otherwise difficult to access and require credibility and local presence. Third, scaling capability. Hale has a strong track record of transforming under-recognized technology platforms into scaled growth businesses. The proposed $7 million investment is designed to strengthen our balance sheet, fund U.S. expansion, accelerate product development and support working capital for larger programs. Importantly, this is not just capital, it's growth-enabling capital. For example, approximately $2 million of working capital in this business supports around $20 million worth of additional sales capability. It enables participation in larger U.S. federal and enterprise opportunities, and it supports the establishment of a federal sales capability and a special security agreement and SSA structure should we wish to pursue one. Why AVA can win? This is the most important strategic point for shareholders. The U.S. is the largest and fastest-growing market globally for distributed acoustic sensing and critical infrastructure protection. AVA already has great U.S. customers. We can have more. We have proven technology. We have a high-margin platform, over 64% growth margins achieved. We have validation in highly secure environments with highly important customers. What has been missing is scale, a proper U.S. presence and proper federal access. The Hale partnership directly addresses these gaps. This creates a clear pathway to anchor U.S. wins, rapid scaling, high-margin recurring revenue and ultimately, a premium strategic outcome for all shareholders. It's not just about the U.S. This is a U.S.-led globally enabled growth strategy. The U.S. becomes the engine room of growth, and that capability lifts, detect, access and illuminate in other regions, including APAC, the Middle East and the U.K. and Europe. This allows us to scale globally without materially increasing our cost base outside of the U.S. This strategic partnership is critical to unlocking the company's next phase of growth. We'll now proceed to the formal resolutions. And as is customary, there will be time for shareholders to ask questions. The notice of meeting dated 23 February 2026 was dispatched to all shareholders. I propose that with your agreement, the notice of meeting be taken as read. Shareholders who wish to inspect AVA Risk Group register, may contact our share registry, Boardroom Proprietary Limited. As I propose each resolution, the screen will reflect the total number of valid proxies for that item and the manner in which they have been directed. These figures will be as at the closing time of receipt of proxies, which was 9 a.m. 28 March 2026. These figures may be varied if a shareholder, who's submitted a proxy is attending the meeting and has revoked their proxy. I now open the voting on all resolutions. Resolution 1, ratification of prior issue of Tranche 1 convertible notes. I refer to you Resolution 1 of the notice of meeting in respect to the ratification of the prior issue of Tranche 1 convertible notes. The terms and details of this resolution are contained within the explanatory memorandum accompanying the notice of meeting. The screen shows proxies received for and against this resolution and at the proxy's discretion, including the Chairman to vote in favor of the resolutions. The AVA Risk Group Board unanimously recommends that you vote in favor of this resolution. Kim, do we have any text or verbal questions received via the online platform?

David, there are no questions at this time.

Thank you. I now propose the resolution that for the purpose of Listing Rule 7.4 and for all other purposes, shareholders approve the issue of 2,979,184 convertible notes as announced to the ASX on 30 January 2026 and on such terms and conditions more particularly in the explanatory memorandum. Please submit your votes in respect of this resolution. Resolution 2, approval of the issue of Tranche 2 convertible notes. I refer you to Resolution 2 of the notice of the approval of the convertible notes. The terms and details of this resolution are contained within the explanatory memorandum accompanying the notice of meeting. The screen shows proxies received for and against this resolution and at the proxy's discretion, including to the Chairman to vote in favor of the resolution. The AVA Risk Group Board unanimously recommends that you vote in favor of this resolution. Kim, do we have any text or verbal questions received by the online platform?

David, there are no questions at this time.

Thank you, Kim. That for the purposes of Listing Rule -- I now propose the resolution that for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 4,020,816 convertible notes, proposed issue of which was announced to the ASX on 6 January 2026 and such other terms and conditions more particularly explained in the explanatory memorandum. Please submit your votes in respect to this resolution. Resolution 3, ratification of prior issue of Tranche 1 warrants. I refer you to Resolution 3 of the notice of meeting in respect to the issue of Tranche 1 warrants. The details are contained within the explanatory memorandum accompanying the notice of meeting. The screen shows proxies received for and against this resolution and at the proxy's discretion, including to the Chairman to vote in favor of the resolution. Kim, do we have any text or verbal questions via the online platform?

David, there are no questions at this time.

Thank you, Kim. I now propose the resolution that for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve the issue of 19,314,000 warrants as announced to the ASX and on such terms as contained in the explanatory memorandum. Please submit your votes in respect to this resolution. Resolution 4, approval of issue of Tranche 2 warrants. I refer you to Resolution 4 for the ratification of the issue -- of the prior issue of the Tranche 2 warrants -- sorry, the issue of the Tranche 2 warrants. The details are contained within the explanatory memorandum accompanying the notice of meeting. The screen shows proxies received for and against this resolution and at the proxy's discretion, including to the Chairman to vote in favor of the resolution. Kim, do we have any text or verbal questions?

David, there are no questions at this time.

Thank you, Kim. I now propose the resolution that for the purpose of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 26,066,875 warrants proposed as announced to the ASX and on such other terms as described in the explanatory memorandum. Please submit your votes in respect of this resolution. Resolution 5, approval of the grant of the warrant put options. I refer you to Resolution 5 to approve the grant of the warrant put options. The details are contained within the explanatory memorandum accompanying the notice of meeting. The screen shows proxies received for and against this resolution and at the proxy's discretion, including to the Chairman to vote in favor of the resolution. Kim, do we have any text or verbal questions received via the online platform?

David, there are no questions at this time.

Thank you, Kim. I now propose the resolution that for the purpose of Listing Rule 6.23.2 and for all other purposes, shareholders approve to grant the warrant holders of the right to require the company to purchase and cancel some or all of each of the warrant holders' warrants, which are outstanding being the warrants that have not been exercised or otherwise canceled prior to the expiry of the warrants for the put option price of AUD 0.0315 per outstanding warrant and on such terms and conditions as described in the explanatory memorandum. Please submit your votes in respect of this resolution. Ladies and gentlemen, please ensure that you have cast your votes on all resolutions. I'll now pause to allow you time to finalize those votes. [Voting]

I now declare voting closed. We will publish final voting results with the ASX and on our website. That now concludes the formal part of the AVA Risk Group Extraordinary General Meeting. We invite questions for a final time. Kim, do we have any verbal or text questions?

There are no questions, David.

Thank you, Kim. That now concludes the formal part of the AVA Risk Group Extraordinary General Meeting, and I thank you all for your attendance and call the meeting to a close. And to all the shareholders on, thank you for your ongoing support. Much appreciated.