BrainChip Holdings Ltd (BRN) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Pia Turcinov, and I'm 1 of the independent nonexecutive directors of BrainChip Holdings. On behalf of BrainChip, I would like to start today by acknowledging the traditional custodians of the country in which we're meeting, the Gadigal people of the Eora Nation, and acknowledge them as the traditional custodians on which the Sydney CBD stands and where we're hosting this meeting from today. I pay my respects to their eldest, past, present and emerging and acknowledge their continuing connections to the land, waterways and skies and the contributions they make to the life of this region and to our country as a whole. I extend this respect to the traditional custodians of the various lands from which our virtual attendees are joining in town today and to any aboriginal and Torres Strait Islander people joining us today and participating in our Annual General Meeting. Thank you.

Thank you, Pia. Right. Good morning, good afternoon, good evening to everyone attending here live or virtually. Welcome to the 2022 Annual General Meeting of BrainChip Holdings. For those of you I've not formally met, my name is Antonio Viana. I am the recently appointed Chairman of the company. It is my sincere pleasure to be with you here today, and even more so, I'm incredibly excited to be part of this fantastic company. It is my understanding that a quorum is indeed present. With that, I'm happy to formally open the meeting. First of all, on behalf of the Board and the employees of BrainChip, I want to thank everyone for attending today, thanks to those in person, and those on the Lumi platform. As is customary, I would like to remind everyone at this time of our guidance on forward-looking statements. Some logistics. The Lumi platform allows shareholders, proxy holders and guests to attend our 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 their votes. Regarding questions and comments that can be submitted at any time, however, we do have a process as to how we will feel those questions more on that in just a bit. To ask a written question on the Lumi platform, we ask that you please select the messaging tab at the top of your screen, type your question in the box towards the top of the page and press the arrow symbol to send. A copy of your submitted questions, along with any written responses from our team can be viewed by selecting my messages. To ask your question verbally, pause the broadcast on the Lumi platform and then click on the link under asking audio questions. A new page will open where you will be prompted -- to enter your details before being connected, you will listen to the meeting on this page, while waiting to ask your question. Please note that while you can submit questions or comments and we will not address them until the relevant time in the meeting. Please also note that your questions may be moderated in the event we receive multiple questions on the same topic, we may end up merging some of those together. For the shareholders here in our Sydney venue, should you wish to ask a question or make a comment when invited to do so, please raise your voting card that you received at the time of your registration. We will ask that you state your name and if applicable, the name of the shareholder that you represent, we will acknowledge you, a mic will be brought towards you, and then you can raise your question or your comment. Finally, due to time constraints, we may run out of time. If we can't answer everyone's questions, if this happens, we'll answer them in due course via e-mail or by posting responses on our website. Many of us will be here after the AGM, but happy to meet with you personally. But rest assured, we will certainly give our best efforts to answer everyone's questions. Before proceeding with the business of the meeting, I'd like to mention a couple of other procedural matters. For those of you attending here in our Sydney venue, you should have registered your attendance as you entered the room today. If any member or proxy holder has not registered their attendance at the door with our registrar boardroom, we ask that you please do so now. Visitors, if you are a visitor, you are also requested to register electronically on our meeting registration system. If you're a visitor, and you haven't registered, please do so. And finally, just as a courtesy to those around you, if you have cell phones or any sort of electronic device, please put them on silent as not to disturb anybody. Voting. So 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. Those shareholders attending our Sydney venue will have received a voting card when registering your attendance, which you will complete as we get through each resolution. Stacey Spence of Boardroom, she's here somewhere, hopefully, right there in the back, has been appointed the Returning Officer and will collect all votes at the end of the meeting. For those attending this meeting and voting on the Lumi platform, if you are eligible to vote at this meeting, a voting tab will appear. Selecting this tab will bring up a list of the resolutions and present you with your voting options. To cast your vote, simply select 1 of the options. There is no need to hit a submit or enter button as the vote is recorded automatically. You do have the ability to change your vote all the way up to the point where I will declare that voting is closed. So at this time, I now declare voting open on all items of business. For online attendees, the voting tab will soon appear right now -- and you can submit your votes at any time, and I will certainly give a warning when voting is to cease. I think that's it for the logistics. So at this point, we have the Chairman's address and the CEO presentation. So as Chairman, I'm going to start off first. My presentation is going to be brief. I mostly want to focus on my role, my approach and my commitment to you, all the shareholders. Since this is my first address, I feel like a little personal introduction is in order, so bear with me. I've lived most of my early in youth life in the central region of California. I was born in New York. I'm the son of Portuguese immigrants who fled from Portugal during the potential rise of Salazar, but once my parents got a taste of Northeast winter, in particular, the Blizzard of '74, they said the heck with that, and they went to California, and I've pretty much been in California since. I got my bachelor's degree in Industrial and Systems Engineering at California Polytechnic State University. And I'm going to be honest -- it took me all of about 60 days to learn. I wasn't going to design much with my engineering degree. I was pretty much infactuated with the commercial side of the business. I love studying engineering, but it was clear that the commercial side of technology is where my heart went. I love the fact that I have an engineering background because I feel like I can speak engineer, and that is certainly a trait that has helped me in my career. As a matter of fact, I do speaking to high school students when they're thinking about their collegiate plans. And I always tell them that when they're debating between engineering and business, if they're truly debating between the 2, choose engineering because it's easier to make that jump later on rather than the other direction. After completing my senior project with Hughes Aircraft, I started my career on next-generation static memory as it related to high-performance MIPS processors. I worked for silicon graphics for an extended period of time. Fast forward to the late '90s, I joined ARM Holdings. ARM would indeed prove to be the cornerstone of my career. I started as the North American Director of Development Systems. This product line covered everything from compilers, assemblers, linkers to buggers, everything you need to basically generate arm code. From there, I launched a new business unit an arm called the ARM Foundry program, which was a business model for per use licensing of ARM [ Course ]. Eventually, I became a member of the executive team and the Board, and most notably, I was the President and EVP of Commercial and Global Development for ARM. I helped take a pre-IPO multimillion dollar business in the late '90s, and I turned it into a multibillion-dollar revenue generating company. ARM was and still is the de facto standard in tech IP let alone microprocessors. For that reason, many of you know that we recently did an announcement with ARM with respect to foundational support for BrainChip and obviously, that's a deal that's kind of near and dear to my heart. Being with ARM, I've had the benefit of positioning ARM IP into every silicon player on the planet. And after a fantastic run, which I will candidly admit was the perfect combination of both skill and luck. I retired from ARM Holdings in late 2015 after about 300,000 miles a year of traveling right as we started our SoftBank acquisition talks. When I left ARM, I was asked to join the Board of Arteris, a leading SoC system IP provider. I continue to serve on their board today. Arteris successfully launched its IPO last October on NASDAQ. I sit on all committees, and I Chair the Nominations and Governance Committee for them. Prior to coming to BrainChip, I was the Executive Chair of QuantalRF, a front-end RF solutions provider in Southern California. I relinquished that role. However, when I came to BrainChip, I've been with QuantalRF for 5 years and 2 election cycles, and it was pretty much time to pass the baton. So with that said, why did I come to BrainChip? The answer is simple, the people and the opportunity. I've known Anil Mankar, our CDO for a long time. The 2 of us consider ourselves kind of grizzly seasoned industry tech veterans. When Anil challenged me in early 2021 to look at BrainChip, I knew something was there. Anil wouldn't be there if it wasn't a play. Anil explain to me the ups and downs the company has gone through with respect to the development phase of the base technology, and the challenges that they were facing going into commercialization. And additionally, he informed me that there were plenty of corporate issues to sort out. It sounded like a good challenge and a good fit for me, and I felt like I personally could significantly contribute. After meeting Peter van der Made, Ken's grandson and others at BrainChip, I was sold on the personnel, lots of work to do with the core personnel and the opportunity was there. For those of you who know what the tech space is like, there is absolutely nothing better than being on the front end of disruptive technology introduction. It's what makes working in technology rate. A Tory experienced it with gaming, Motorola with pagers, Nokia, TI, Qualcomm with cell phones, ARM with microprocessors. There's many examples. Neuromorphic processors coupled with edge-based AI is yet another disruptive force coming into the market. The question is not if -- the question is how fast neuromorphic processors will take sizable market share. There are countless examples of how brain like processors can retool and rethink approaches to product development. Personally, 1 example that I always have in mind that I like to use is security cameras. With modern home security cameras today, IR detects movement. And it turns the camera on and then you get some sort of alert, and then using WiFi, you look at the image and then you decide whether it's a dog, a cat, a human and alien whatever. With neuromorphic processing, where that comes in is a world where the security camera is smart enough to know what's causing the movement, and not just sending you an alert that says something is there, but instead tells you and has learned. It's a dog. It's a human or even better, it tells you who that human is, "Hey, run away, your spouses families here, whatever. It will tell you and you'll know. That's what neuromorphic processing can bring. And that's just a simple example, and that can be applied across the board. The processing opportunities are endless and indeed needed. I'm honored and humbled to be serving as your Chairman. As Chairman, my commitment to you, the shareholders, is a straightforward as can be. BrainChip will always push forward with an intensity that is critical every global tech company has. The Board will expect the employees and the exec team of BrainChip to always be on the gas pedal, always be on the front foot. We will do things right. The Board will accept nothing else. In my very short time here, stress this, in my very short time here, we have had to course correct a fair number of things, and we will continue to do so. If in the course of doing things right, it becomes necessary to take a step to the side to course correct, we will do so. Recognizing the need to course correct sometimes is a critical and important part of pushing forward. Pia, Jeff and I, along with any new nonexecutive director, will do our part in culture shaping by demanding integrity at all levels and with all actions, they're simply no other way. Lastly, I firmly believe that proper corporate structure and processes are the cornerstones to always being in control of a business. This is a mantra, I personally intend to instill ad nauseam at BrainChip. My last point. Finally, I want to address how I like to lead corporate boards. It starts with constant guidance. I want all Board members at BrainChip to constantly tap into their experiences to help guide the company. Sure. We have fiduciary and governance responsibilities, but as a Board, we should do more. That's what makes Tech great. By doing so, we can ensure that the company has all the options at its disposal when making decisions. I expect the Board to hold the company accountable to ensure that every avenue was explored and evaluated when setting course on anything, whether it be road map, financial or commercial decisions. Given the complexity of IP integration and everything that our customers have to consider when deciding to make an IP acquisition decisions made by BrainChip must take into consideration all angles in all pads. You have my commitment that I personally will always challenge the company to strike the right balance between technology, timing and the corresponding development strategy. Let me stress that because these aren't just words, this is real. And I have a couple of examples for you to consider. The Bluetooth companies of the late '90s and the VHS beta battles of the late '70s early 1980s. Looking at Bluetooth in the late '90s, the lesson learned was that being first to market doesn't necessarily mean you win. When I was at ARM, I personally sold licenses to most everyone who generated Bluetooth technology and in particular, the first 3 Bluetooth players to reach the market with proven silicon. All 3 companies either folded or were bought out. These early players focused so hard on their own solutions. They forgot about ecosystem and integration concerns. This led to delays in adoption and open the door for latecomers with more robust solutions to come and win the market. There is no question. Bluetooth today is a complete game-changing technology that you find everywhere, but it wasn't a financial winner for those who were first to market. As with VHS and Betamax, the lesson learned there is in how the best technology sometimes doesn't win. Sony had the better solution with Betamax. It was smaller, it was cheaper. It was equivalent in quality, if not better than VHS. Its machines were smaller and easier to manufacture. How on earth did they lose to VHS who would become the world standard, most pretty simple. VHS went to Hollywood and signed all the film production houses. And rolling behold, BHS became the world standard with a lesser technology. Moral of the story. There are always multiple angles in tech beyond just the technology. As a board, I expect we will always press and challenge the company on this. One method to address this is to ensure BrainChip is constantly listening to our partners and the industry at large. We should never allow ourselves to think we know more than the space we serve. My final thought before I'm going to hand off to Sean is, we are an Australian company and we should be very Aussie proud, if I can use that phrase. However, we win nothing by being Australian, the technology space is global. All of our actions and approaches should be that of a global company. There are no regional winners in tech. Again, thank you for the opportunity and the privilege of being your Chairman. You have my sincere commitment that I will do everything in my power to support your interests while helping BrainChip achieve its goals. My ears are always open to your feedback. At this time, I'd like to hand off to our CEO. When I joined the Board 9 months ago, 1 of the first things I needed to do was leave the charge on hiring the next CEO. Peter van der Made, Jeff Carrick, myself, led the charge in profiling the type of person to lead this company, focusing on the development into the journey of preparing for commercialization. Our profile was extensive. We were looking for someone not only with tech go-to-market experience, but someone who knows the ins and outs of product development and decision-making within tech. We needed someone who had a track record of building strategic alliances and relationships. We also needed someone who has the right personal skill set to meet all the challenges the company is and is potentially facing. The Board can be happier with our decision to appoint Sean as CEO. So with that, I'd like to hand off and introduce Sean Hehir, the CEO of BrainChip.

Thank you, Antonio. Let me add my welcome to everybody here in the room and those around the world. And thank you very much for attending my very first BrainChip AGM. My name is Sean Hehir. I joined this amazing company. I was a CEO a few months ago, November 29, 2021. And during our time together today, my comments will be organized into 3 major sections. One, the foundation. In this section, I will explain our technology and the uniqueness in a way that even the most untechnical attendee will understand it and more importantly, why it holds such great commercial promise for all of us. Two, what we're doing now. In this section, I'll briefly recap all the foundational work. We are completing and support their commercialization phase since I've arrived. And lastly, where we're going. In this section, I'll provide a view where the market is heading, where we are heading with the business to maximize the opportunity for all our shareholders. But before we begin, allow me to share just a little bit about myself, not as much as Antonio, just a little bit and why I came to BrainChip. When I started to evaluate joining BrainChip, I started with the technology, kind of a logic thing to do with this company. And being based in Silicon Valley, which I was before, I had access to some of the best technical minds in the world. And when I engage with those experts and evaluate it, the feedback was overwhelming. The technology is visionary in its design, unparalleled in its flexibility and transformative in its performance. And I heard that word transformative quite a bit. As the engagement progressed, I met with many of the core team members and concluded, I had never met a more talented, dedicated and focused group of individuals in all my years in technology. I examined the trends, which are undeniably compelling the growth and the disruptive nature of AI plus the trend towards decentralization. Further, I started to examine the quality of engagement with some of the world's leading brands and the trust and promise they saw with BrainChip, which further encouraged me to enjoy -- join this amazing company. And lastly, with all the skills and talent this organization had, it was clear the experience and skills, I personally possess perfectly complemented this amazing team and is exactly what BrainChip needed and as CEO, somebody who knew that our fully commercialized technology, which I've done many times in my career. Let's talk about the foundation. In a few moments, you'll hear me make a reference to our 3-legged stool as we move from research to productization and now on to commercialization. But all of these phases or legs of the stool, as I like to call it, stand on the foundation called the market, is creating technology for technology's sake that does not meet customer needs will not result in a steady, sustainable commercial success. Rest assured, our company is built in a large compelling market. BrainChip is the right technology addressing the right market. Many of you are familiar with the term Internet of Things, or IoT, Edge, which is a term I use a lot today, is simply another way to describe that market. This market is very large, crosses many vertical industries and growing very quickly. Recently, at Dell Technologies World event, just a few short weeks ago, CEO, Michael Dell, someone has had a little bit of success in technology, reiterated his belief that today, only 10% of the data is generated at the Edge, but in a few short years, by 2025, 75% of that data will be at the Edge. That's where this company is at the edge. In addition, this market is crying more smarts at the device. The existing cloud-centric models for AI and compute do not serve this market well. The existing models, technology and competitors require too much data, not information to be moved from devices to the cloud for inference, insight and action, wasteful compute cycles, wasteful power consumption, latency and security issues. BrainChip is challenging this classic data center compute model when its close to sensor neuromorphic approach. This approach allows inference or as I like to call it, intelligence to take place right at the Edge within or near the sensor. This allows the insight in the corresponding action to take place instantaneously without dependencies on the data center, consuming much less resources -- resources in this case, is compute cycles, resulting in significantly less power, lower latency and less security exposure. Additionally, as we sell intellectual property or IP to produce as a custom silicon allows us to do so in a much more smaller footprint, which is critical in this market, system on a chip design. The word that comes to mind when you think about our product and our IP is efficient, elegant and effective. The vision as well as the execution of BrainChip architected simply makes common sense. Less resources, less power, smaller footprint, more intelligence near the device will be the prevailing architecture for the Edge, for today and in the future. Let me talk about from this vision to product journey. Two visionaries behind BrainChip, Peter van der Made right there and Anil Mankar, and others that followed worked diligently for 9 years to create this world-changing technology, unparalleled in its flexibility, scalability, performance that has now been rigorously vetted by prospects, customers and analysts. Peter is a brilliant visionary who set the path to this whole Edge AI paradigm. Anil applied his normal fearless approach to this vision and created this beautiful architecture, producing the world's force neuromorphic processor IP. Late last year, BrainChip produced the AKD1000 reference chip. It was time to build the third leg of the stool. A commercial engine that will yield steady and sustainable results. That's when I came to BrainChip. Now let me tell you what we've been doing since my arrival to build that commercial engine. In a moment, I will describe my encompassing definition of commercialization, but its basic level, it encompasses some of the elements that Antonio touched upon, structure, systems that are repeatable, scalable and measurable. It always starts with a keen understanding of our customers and the ecosystems that influence and support our end customers. Clarifying our business model is critical as BrainChip's unique technology can take many forms as a product. As a company and a technology born out of science and engineering is critical to validate the product fit between the target customers for this generation, future generations in order to monetize and maximize revenue and margin for the long run. Marketing is the foundation for sales. It is critical in broad-reaching activity from strategy to tactics at its simplest level require us to simplify and amplify our messaging. I hope you've noticed. I mentioned expanding sales since the last time in this section as it relies and leverages all the things I just talked about. Let me expand my thoughts on each of those elements. Commercialization. Most people think of commercialization is simply hiring more salespeople and having them work harder. I'm having them do that, too, but it's much broader. It starts with a mindset of the entire company changing from being primarily technology-focused to technology and customer focus. Everything we do, every day, from research to product development, to marketing, selling, post-sale support should be viewed in and through the lens of acquiring and delighting customers. It involves establishing scalable repeatable processes, systems and structure to align our resources totally on the customer. It includes such elements as market focus innovation, packaging and pricing, making our technology easier to consume, clarity of message and volume, developing the supporting ecosystem. Hovering world-class go-to-market talent. Of course, like all systems, the sequence of events is critical to ensure effectiveness. So let's understand our customers and ecosystems. When I first arrived at BrainChip, I asked who are our target prospects, how do they like to consume technology? What are the dependencies and roadblocks to adoption? It was clear that our answers were oversimplified. The acquisition of sophisticated enterprise-grade technology is never a simple go-to-market model. There were always multiple entities fulfilling different roles in an orchestrated fashion to make the adoption by the end customer easy and frictionless to implement. Hence, the term ecosystem, customers and partners working together to achieve business goals of the end customer. Each type of this ecosystem partner and customers require a unique set of activities, messages, benefits to make adoption of technology seamless. All enterprise go-to-market motions are very similar in this way. Let me briefly describe some of the constituents of the ecosystem. Sophisticated customers are very large customers with substantial revenue streams, compete in complex markets. They have a need to be competitive on the cutting-edge of technology, often with large in-house staff of AI machine learning experts and SOC design teams. These are ideal customers for BrainChip to handle directly. We engage via AI enablement program we've recently launched and walked the journey towards a product development with Akida IP. We have another set of customers called simple customers or smaller growing customers, usually leading their category with complex and leading-edge products that recognize the need for AI at the edge to extend their competitive advantage. Often, they are limited with their in-house AI capabilities other than a small evaluation team. With these customers, BrainChip's job is to win the IP mind share. We may either sell a license to that client, will then work with a chip designer to complete the design on the behalf or we would direct them to a chip vendor or system integrator to obtain access to BrainChip technology, which leads us to chip designers, which are just data can work on the behalf of end customers to design their SOTC or they may take a license themselves and go search for customers to design their products similar to what megachips did last fall in a sense that we are a channel for our technology. Then there are chip vendors, who will purchase a license, a great product, they will simply sell to simple customers and system integrators, like Renaissance is doing. In all cases, all types of prospects and customers are supported by a robust set of partners. Our technology partnerships like ARM and SiFi provide prepackaged blueprints and confidence that our IP works well with established processors. Our enablement partners like Edge Impulse and [ Enviso ] offer all our customers the ability to obtain existing preturned and newly developed custom models to complete their Akida based solution. Like all enterprise technology, Akida is surrounded by other elements of solution stack, the more and the tighter our industry relationships are, the easier it is for our customers to bring their end solutions to life. This set of partners in the depth of relationships is just a start for BrainChip. We are actively working to have the industry's most comprehensive and deep partnerships to the benefits of all of our customers and shareholders. Ensuring product market fit is another critical element of commercial success. Once you have a clear definition of the addressable market, and the customer and partners, a set of product attributes perfective for those customers is required. Akida IP is very closely aligned with the requirements of the Edge AI or IoT market, the ability to compute locally without connectivity and act locally incredibly low power with tremendous performance or important attributes of the edge device market. In addition, this market is growing more and more customization as all participants want a unique variant to lean into their competitive differentiators. Akida IP with its unique blend of flexibility with nodes, clock speed, footprint performance while the ultimate and custom SoC design critical for success in this market. Our engagements greatly value these attributes, and we don't try to fit the requirements to a one-size-fits-all model, like many of the large competitors doing this market. As we like to say to our customers, we make you more competitive uniquely. Now let's talk about marketing, an area where BrainChip has made tremendous progress in the last few months since I've been here. Having a superior technology without a clear marketing lens on the business leads to confusion and inefficiency. Our marketing efforts are laying groundwork for this year and years to come. Begin with the strategy where we identified the target market customers and ecosystem I described a few slides back. And men's work has gone on to clarity -- to clarify and simplify how we articulate our core and unique strengths. We have gone further to develop our market position. Cloud-free, essential AI of reference to our neuromorphic nature of our IP and close to the sensor. Our marketing team has designed to launch our AI enablement program to enable -- to facilitate prospects in their AI journey towards BrainChip. This program creates customer intimacy and demonstrates our understanding of their business problems and their desired outcomes. Customer focus. We have also done a complete company rebrand, a brand applying to messaging and engagement vehicles like website and social media that watch prospects and customers on a commercial journey versus engaging strictly on a technology discussion. While much has been done, there's more to do. And in this quarter, we'll be doing more product marketing, account-based demand generation activities, and of course, getting our voice out louder and clearer than ever before, just like we did last week at the industry's premier event Global Semiconductor Alliance leadership summit. I can assure you the semiconductor world is very aware of BrainChip after our involvement last week. All this activity is aimed at a single goal, letting the market and prospect customers know how BrainChip can help them succeed and encourage them to engage with us. Good things happen when people engage. Expanding sales. I start this section by saying commercialization is more than sales, but the other -- the other elements are all required in order for sales to be effective, but sales execution in the end is what matters the most. I am pleased and intense focus on all things sales. When you started with the -- start with the basis by working closely with our marketing and organization developed a set of targeted accounts. We are now doing account-based marketing following up with the appropriate outbound calls. We have instituted a whole new CRM system to track all leads, activity, quotes, customer communications, contracts, post sales support. We have created and deployed a whole new sales enablement program with elements like talk track, new collateral, new demos, contracts and more. We are working diligently to do product testing, benchmarking against competitive offers in the market. We have instituted a formal competitive analysis program. So our sales force has much more information as possible as they engage with prospects. I'll go on. We're attending a whole new level of trade shows which we never have. We've launched a new AI enablement program, which allows customers to walk to journey and clarify their AI implementation plans with us. Earlier, I highlight our ecosystem efforts -- ecosystem partner efforts, evidenced by the new multiple formal partnerships in the last 2 months. These partnerships create new sales opportunities and completes our customer solutions. Simply said, we have a lot going on in this commercialization effort. Where are we going? The market is moving to the edge. Yet we're already there. I spoke earlier about a 3-legged stool that highlighted our research, product and now commercialization. But as I stated earlier, the floor that the tool stands on in the market is called the market. That market is large, fast-growing, requires more intelligence at the Edge. Today's data center AI model is power hungry, bandwidth wasting, lacks flexibility, not very intelligent and not suited for these undeniable technology trends towards distributed intelligence and learning at the Edge. Akida is. As I get ready to close my prepared remarks, let me go back to the foundation. Two visionaries and others that followed worked diligently to create world-changing technology, unparalleled in it's flexibility and scalability and performance, that's been technically vetted by prospect, customers and analysts. And with all my comments about our commercialization efforts I just did, I want to assure everybody here and on the Internet that we are as equal focused on energy and resources to not only maintain our competitive advantage on technology, but created by these visionaries, but extend it. We are aggressively sourcing hiring world-class tech talent, filing new patents aggressively, working diligently on documentation, look and feel, UI to make our technology easier to consume. We're paying very close attention to our competitors, and we're refining, expanding, accelerating our road map and see opportunities beyond the Edge. For the short term, you can expect another major release to next-generation IP and another reference chips prior to next year's AGM. Lastly, before I turn the meeting back over to Antonio, let me briefly recap. It's been nearly a half year of building our commercialization engine that is just now starting to reveal its possibilities. Key priorities and initiatives include structuring, commercialization, understanding of our market ecosystem, clarifying our business model, ensuring product market fit, focus our marketing, expanding our sales effort. Our work on commercialization leg of the stool has made substantial progress, but it's a journey of continuing improvement. And I'm never satisfied. But when you couple this commercial engine with our differentiated delivering proven exponential improvement on anything else available in the market, plus a market that's moving to the edge. I am highly confident that commercial results will come in steady and sustainable fashion. Even with all this hard work on commercialization in the last 5 months, the company and myself should not be judged on the effort, but results. With that said, I look forward to standing before you next year to share all our progress and results from this next critical chapter of BrainChip's journey. Thank you.

Great. At this time, we're going to open the floor to any questions with respect to my address or Sean's address. Again, we're only fielding questions relative to that. And as we go through the rest of the meeting, if your subject matter pertains to something else, we'll get it at that time. So with that, I'd like to start with the Lumi platform. So, [ Varun ], do we have any text or verbal questions via the Lumi platform?

Chairman, we have received the following written question from shareholder, Mr. Ralph Alan Booth. BrainChip Research Institute has been operating for over 2 years. What are its research programs and achievements? And where is the public information or a website for it? Or is it just a structure to access government research subsidies through?

Okay. With respect to the structure of the company, Sean, I'm going to defer. I'll let you have a go with that one.

I'll just stay up here.

Please, yes.

Hope everybody could hear that question. Could you hear me this question? Okay. Great. Let me address the second part first. No, it is absolutely not a structure for research grants or things like that. Our Research Institute is critical to this company. You heard me in my prepared remarks talk about the visionary in the 9 years. Without the work that Research Institute, there would be no BrainChip. It is absolutely essential. I like to refer to it as our North Star. They set the direction, they have the vision, they're unbridled that I'm pointing at Peter because Peter runs that. They're unbridled. I don't want them to be thinking about commercialization. I want them to think creatively and futuristic. What is the most aggressive way we can go after this technology. We will worry about how to commercialize it. I want them to think like that. They are true north star, it's critical to us. We are not -- we don't plan to release what we're working on in there. They think we're working on is very competitive and very important to us, and we don't think that would be a prudent commercial move.

There are no any other questions on the Lumi platform?

No. Okay. So at this time, to the floor here in the room, are there any questions pertaining to my address or to Sean's address or any comments that anyone like to raise at this time.

Just a quick question for Sean. Intention of the channel partners. Who are the channel partners? Who was the channel partner? You mentioned about channel partners in your presentation.

So we actually -- we talk about partners generally, but I'll answer your question, but there is really 3 distinct kind of partners that I look at. And by the way, I'm a partner person from a lot of my career. One we call technology partners, and that would be ARM and Sifi. If you think about the way technology works, there's no piece of technology that stands alone. You have to work with other parts to get to full solution stack. And so that's why we're doing the work with companies like Sifi and ARM, that's technology partners. Then we have enablement partnership since we make hardware effectively or Akida makes hardware, we have partners that will work in creating models or refining models to run on that hardware. That's what we call enablement partners. Our channel partners can be looked at it 2 ways as companies that buy chip designers or chip makers and then they are going to push that on to their end customers, that's the channel that's I referenced around MegaChips that bought a license and is creating products on behalf their customers. So you look at what MegaChips the markets they serve and their customers and their websites using our IP, it's a route to market for us, right, that we don't handle directly. Now we do have channel partners as well that are more referral ones in Europe. Sales-Link is one. And we've got a couple more that are working on right now. But we look at partners and all those things, technology enablement and then kind of channel partners. Does that make sense?

I think there were a couple of other questions here along the middle and we have 1 here in the front. Go ahead. Please if you would state your name.

[ Shei Chen ], shareholder. You spoke Antonio earlier about Aussie Pride and listing on the strong share market and discussing going global in all areas. I'm interested in knowing whether the Board have discussed much in terms of listing through domestic?

So the direct answer to your question is, there is nothing in play right now along those lines. So, no. As we go forward as a company, obviously, it would be the Board's responsibility to review what we need to review to maybe consider how we need to position the company globally to meet our objectives. So I'd be remiss not to say that, that couldn't be discussed at a point in the future. But as of right now, there are no discussions along those lines. For those of you -- I don't want to make certain -- a little technical thing. Did everyone hear that question okay? Just because when it's on for the mic, we can't hear the question very well. So I just want to make sure. Did that answer your question?

Dmitry Rosetta, shareholder. Just if you could expand on -- there is couple of parts to it, the ecosystem part of it, if you can expand that for me to understand. And going with latest elections in Australia, you would have seen that the environment is a massive point that we're going to venture into as a government, hopefully. And with your -- with BrainChip, where it doesn't rely on the Internet or cloud based. And then I don't quite on, but I just they get member things, but those cloud-based places in the world where in the very cold countries, they're consuming -- I'm hearing, correct me if I'm wrong, 40% of the world's energy. That must be a massive marketing tool for BrainChip to say, listen, like we're going to save the world let alone make life easy for human beings. So if you can enlight me on what the ecosystem means and how that we can market that if we're not doing that already.

So I'll hit it at the 100,000-foot level. And then Sean, if you want to add some color to that. So let me start with the ecosystem. The simplest example I'd like to give about an ecosystem is, if any of you in the room right now were to go run off and create the greatest cell phone, right, go off and create that cell phone right now. You will be hard-pressed to get that to market and sell that in any meaningful way until you develop an ecosystem of app developers who create apps and software to run on your phone, plus you got to work with all the network providers to make certain that your phone is going to play with all the relevant network providers. There's a whole slew of ecosystem development that you're going to have to go create even if you create the greatest cell phone on the planet. So I use that as an example. So there's an example of ecosystem. Sean eloquently kind of talked about and address to this gentleman's question about partners. Well, like, for example, if I'm working on an SoC, 1 of the core elements of my SoC or my system on a chip is going to be the initial microprocessor that I have to put on that chip that makes the chip run. If I want to use BrainChip, I have to make certain that when I deploy that BrainChip technology into my SoC, it's going to play correctly with the processor that I want. And so there is an assumption that BrainChip has done all the work with an ARM or a Sifi or whomever make certain that, that technology deploys in that SoC. So doing all of that work is building up the ecosystem, which takes away the risk for our potential customers to utilize our technology. That's why I like to answer the ecosystem question. To your second point, all I can say is, yes. A big part of our positioning moving forward is the shrinking dependence on power to which BrainChip solutions potentially offer our end customers. Because right now, there is 1 scary trend with AI, and there is this mindset that just slap a bunch of sensors on everything, send it to the cloud and something out there that's plugged into a nuclear power plant will generate enough power to do that computational compute and throw the data back to you. That's not the way forward. We all know it's not the way forward, and that's a big part of what we want to accomplish and do our part to kind of make the world a better place to use that tagline. So environmental issues are going to be key. And not just for product positioning as well. You're seeing it in terms financial funds are setting profiles together about companies that meet certain environmental requirements in order to draw investment. We're cognizant of that as well. So that's going to play into that also. So Sean, I don't know if you want to piggyback on that, but that's how I would high level answer your question.

It's a very rich topic. We could talk about this for a long time. And I'll just maybe add a few things that I tend to simplify things as much as I can. Antonio touched upon the dependency part, right? Everything -- all technology has dependencies and we're derisking as he says in characterization. Everything I try to do every day is what makes it easy for our customers to get our technology. So those kind of relationships make it easier for people to buy our stuff. That's the simplest way to look at it. But also trying to bring out in my prepared remarks, you have to message the appropriate customer segment to buy it with their language what they want. Some of our customers have a lot of resources, very sophisticated, some are more simple, and we have to use different sales motion, different messages for that. And when we talk about chip companies, when I had that graphic, I'm assuming it was up behind me. There's a lot of dependencies in this orchestrated fashion. So I don't think I can do it justice here without a long period of time, but the best way to look at it. Certainly, the benefits you mentioned in these areas with that. But about power and Antonio said, yes, we're going to lean into it. But my goal is customers that can pay for it. That's where I'm doing my energy. So if those remote areas in the world have budget and design cycles, yes, but it has to be fit those criteria as well.

I noticed a couple of Japanese companies -- I noticed a couple of Japanese companies have been quick to sign our IP -- for our IP. What do you suppose that is? Why in that part of the world have they been taken to sign with us?

I'm going to extend congratulations to you. And the list of questions that we kind of had that we were anticipated, I don't think that 1 was on the list there. I don't have an answer to that. Obviously, the companies, in particular that you refer to are global players that are pushing in the AI space. And they're 1 of many companies that are on the front end came to us and were intrigued by what we were doing, and there was a quick technological fit in the deal just sort of -- kind of transpired. I don't think there's any direct connection to, in this case, Japan. I don't know if Sean, you want to add to that, but I just there's nothing probably.

Well, I just want to add one thing. I think my personal experience, and I've done a lot of business in Japan over time. Culturally, they definitely very forward thinking on technology. So I'm not really surprised. I would simply say our engagement opportunities right now are a little more geographically dispersed. So I don't think you'll see a concentration on that. As I stand here next year, I think you'll see a different kind of mix.

We'll get to you next. Go ahead.

Hi. I am [ Dorsey ]. I would be keen to hear your thoughts on, I guess, the regulatory and compliance landscape in the AI space at the moment and how that might impact BrainChip going forward?

So the regulatory and compliance rules are what they are. And we're well versed in them as a Board, we pay attention to them, and we follow them. And it's kind of like playing a childhood game. The first thing you do is you read the rules. Those are the rules, and that's the box that we stay within and that's what we're going to do. But as far as a huge part of our governance as a company is to make certain that we stay in compliance and stay on top of the ever-changing rules, and we will do just that.

Let me add 1 more thing. The other piece, too, my experience is -- my experience is such that a lot of the regulatory elements come more further up in the stack, right? We're -- we provide IP and doing silicon to do that. The regulatory elements come at a solution level. And so certain customers we're engaged with are in regulatory environments, and they're like, can this be compliant? Can it get certified? The answer is yes. We don't plan to do that because our technologies are horizontally enabling and then it's incumbent for them or if there's a large enough customer, we would undertake that. But it doesn't really hit us directly too much.

I think there was a question over here.

Okay. We'll get to you eventually, don't worry.

Thank you for your addresses today. My question is related to revenue targets and sales targets for the next 12 to 18 months. If you could provide some details on that, that would be great. And also, as the company will see any need to do a capital raise to meet the cost of further commercialization and research.

Why don't you start with the first part, and then I'll talk.

So the first part of the question. Yes. Okay. There's just -- so good when you move, I have to track you. It's -- so as a company, we're in a phase right now, as you noticed, obviously, in our releases, we don't release projections out to the market, and we don't plan to this year as well. A couple of reasons behind that. Obviously is where we are in our commercialization journey. And I think you get the sense of a lot of the activity and what -- when we get ready to report, you'll hear that. But -- it also is -- we're learning in this market, most -- literally most, if not all, customers want their engagement as quiet as possible. They view this as something that's very proprietary and gives them a competitive advantage in the market. So we certainly comply with the listing rules of the ASX, but we don't share any more than that we have to by regulation. So that's probably the first answer. What was the second part?

I think it was Capital raise.

Do you want to take that.

On the capital raise. With respect to the plan that we're following right now in terms of where we're at in our short to midterm plans, there is nothing so to speak, in the works for a capital raise. We're comfortable with the position that the company is in right now. However, as things go forward, there may be a bridge across in the future, but as of right now, there is nothing that makes us think we need to give any hint of the capital raise to the market. Why don't we just take 1 more question and then we're going to move on.

Thank you. Allan Campbell, shareholder from Brisbane. And Mr. Viana, you spoke to this, to some extent, mentioning about the way that some companies were sticking on convolutional. And massively so -- my question is, does that really make sense for the energy for all the reasons we have in the website now that's been dramatically improved -- or should we believe that these companies are probably working in the background on convolution or -- sorry, ways of getting their convolutional to neuromorphic?

Not 2 ways to answer, but I'll let you go first because it's more product value.

Yes, yes. The interesting thing about -- so just getting another really rich question. I love this question is something I think about a lot, which is all cutting-edge technology goes through a phase where almost the market doesn't believe it. And it's almost -- and they're starting to believe that this is real. And so I think the benefits are going to be undeniable. The market will move. There's no question in my mind that it will. And without getting overly technical, it is really 1 of those things that you can get so much more for so much less that conventional technology, certainly, they can tune it and make refinements, but they're incremental. They're not revolutionary like us. Can they make 5% or 10% better? Of course, they can, where we can do 500 or 1000x better. So yes, we expect our competitors to always refine and try to do that. But they'll never catch it because we actually -- it was so interesting. At a customer I was talking to about a month ago, and they kind of were like, we don't really necessarily believe that there's no such thing as a free lunch. So we call this now the free launch model. Yes, there is a free lunch because, yes, you can get this output for less input. And once we went through all the validation and testing they believe us. But yes, I think the market is not going to stand still, people always -- but it's going to be incremental. Ours is revolutionary.

So just the 1 line complementary question. Given all the IP we have in patents, is there much wiggle room left?

Wiggle room for people.

For others.

I believe -- or Peter, do you want to comment on that?

We have an aggressive patent approach at the moment. We have -- this year we are far length, somewhere around 50 or so patents in different countries around the world. So we will tighten our grip on the technology as much as we can.

That's a really important point and that is exactly that I want Peter to take that for him.

All right. We'll sneak in one more here.

Martin McGraw, Shareholder. We've heard phrase in the past about the 203 technical advantage against the competition or the interest with the research and the research center whether that company still feels strongly with their competitive edge.

Yes, absolutely. We absolutely do for a couple of reasons. Again, just the question here was very much. Most of the people are still trying to do the incremental kind of stuff, not revolutionary. The few companies that are out there doing nor morphic today are trying to do normal for, they're not really in the market right now. When we talk about edge competitors, there's other companies that are non-neuromorphic attacking the edge, and they've got certain weaknesses that we don't have as an example. They typically have a single form factor in a single chip handling a single sense, right? So very limited. So there's a lot of reasons why we strongly believe that. Now having said that, my job is never to be satisfied and never be complacent. Peter and Anil and the team were under a fair amount of pressure for me and the Board to accelerate that through. My operating plan this year, I talked a lot because I think this audience wanted to hear about commercialization, but use of funds is commercialization and on the engineering front. We're going to spend no money -- more incremental money on G&A. It's those 2 things. So we feel comfortable, but we're going to push hard.

Right. We're going to move on to the general business of the meeting. A little behind schedule here, but I have to admit, I'm totally okay with that because your questions were excellent. So kudos to all. All right. So on to the general business. So item -- Item 1 on the agenda deals with consideration of BrainChip's financial report, the director's report and the auditor's report for the year ending 31st December 2021, which are incorporated in the 2021 annual report sent to all shareholders who requested the report. I would encourage any shareholder who, at this time, has a question about these reports or any questions of our auditor to raise them now. Let me start with Varun, are there any text or verbal questions on the Lumi platform with respect to this subject?

Mr. Chairman, we have 7 questions, starting with question #1, from shareholder, Kushal Kumar. The share price performance recently is concerning. What measures are the Board putting in place to ensure shareholder value is delivered in the short, medium and long term?

There's going to be a phrase that as long as I'm around, you're going to hear me say, so I might as well start now. The share price is going to do what the share price does, right, and get used to that phrase, you're going to hear a lot from me. What we're going to do is we are going to focus full throttle on our strategy, our vision, our deployment of BrainChip technology and get BrainChip technology into as many places as possible to as many licensees as possible. By doing that, the share price will do what the share price does. So can -- it did. Didn't it?

Question from shareholder [ Roger Barker Concepts ]. Does the company have a dividend distribution policy? Part 2, based on the projected sales and projected cost of business, could you please estimate how long before the company is going to be financially able to distribute a dividend?

First part of the question is easy. There is no dividend program in place as of right now. And that is a discussion that at this time is not being had by the company. Right now, our entire focus is taking the resources that we have and the capital that we have, investing it into the company and driving the technology to market. I will happily say that at a certain point in time, if we are in a position to have discussions about dividends to the shareholders, I would be very, very pleased. But as of right now, we're obviously not there. Next question?

This is from shareholder [ Mizuro ] Proprietary Limited. What price per share were the recent LDA capital shares issued at? Also in the future when the company announces the exercise of its put option, can it please advise the market, what the minimum exercise price is and what price if it was higher, which is often -- which it often has been in the end the company issued the shares to LDA at? I believe this is important information for shareholders and shareholders should know at the time of capital raising. And I'm somewhat surprised the relevant authorities who have not picked this up from you.

So I'm going to hand that question off to Ken Scarince, our CFO, who's right behind you, and you can hand him the mic or...

Yes, I kind of missed some of it in the back [indiscernible]

What price per share with the recent LDA capital shares issued at also in the future when the company announces the exercise of its put option, can you please advise the market, what the minimum exercise price is and what price if it was higher, which often it has been -- in the end, the company issued the shares to LDA at. I believe this is important information that shareholders should know.

Off the top of my head, I don't -- honestly don't remember the average share price of the last offering. I do think we disclosed that. If not, we can certainly talk about that as a Board. Strategically, we are a bit reluctant to release the minimum price. We have a lot of share price volatility, as some of you know in the past. We don't want to put information out on the market that we think could harm that capital raise. So that's something we probably will not share going forward. We can certainly consider sharing more at where we've raised as the question noted. The raises have gone fairly well. In both cases, they've come in above the minimal acceptable price. So we're very pleased with those.

Another question from Mizuro Proprietary Limited. I may summarize paraphrase this question. Shareholder acknowledges that 1 out of the 6 directors has a substantial shareholding and is looking for comment given the other directors may have options, but not shares.

As I will mention a little bit later on when we get to another resolution, the current board that's in place, we have reevaluated remuneration across the board. There is a new program in place not just for executives and employees, but also nonexecutive director compensation and that is now kicked off in place for 2022 moving forward for the employees and for the executives, it's obviously performance based. With respect to the team today, obviously, there is a transition. One of our current NEDs was in place prior to that transition. And so his remuneration is more tied to options. We're moving forward, Pia, myself, are -- have now transferred over to the RSU side that's more in line with the new net remuneration scheme. So we're kind of in the middle of that transition. And then with respect to be what I'm going to guess is the 1 director that person is referring to, that happens to be an Executive Director and Founder of the company.

Question from shareholder, Mr. [indiscernible]. Many key announcements, example of the -- project are not published to the ASX. What is the strategy with respect to releasing key activities?

What was the last part of this question there?

What is the key? What is the strategy with respect to not officially releasing key activities?

Yes. The answer to that question is simple. There's no strategy here. If there are disclosure requirements, we follow those disclosure requirements. And if we find ourselves in a situation where the deal requires us to make the disclosure to the Australian Stock Exchange, we release it. It's as simple as that.

Amalgamating questions from 2 separate shareholders, shareholder Richard James Shield; and Mr. John Phillip Dent. I'm aware that there may be NDAs in regards to companies. Are you able to state if Akida is currently being used in any commercially available products, and can you please -- and can Peter, please provide an update on the Akida2000 time line?

Okay. So there are 2 questions there. So the first 1 is with respect to NDAs. The simple answer to that question is, obviously, when we engage with certain customers, we will put an NDA in place not just for the protection of our intellectual property, but also what we learned from the customer in terms of their integration plans, their road map plans. And so clearly, that NDA is going to take precedence as we continue down our journey of development. So that document will always take precedent, and it is a formal practice of the company when we engage with anyone for that matter, to put an NDA in place to protect the interest of BrainChip. The second part of that question has to do with Akida2000, and I don't know if Sean or Peter wants to field that question.

At the simplest level, I said in our remarks, before I stand here next year, we'll drop another chip. We're not calling it an Akida2000. It is a reference chip. Hopefully, you picked up from my prepared comments that we're an IP company versus a chip company. That's probably the biggest thing I want to pull out of that question. So we will produce another reference chip, silicon improvement, but it won't be something they call the AKD1000 as a reference chip. We're going to drop another level of our IP package as well. So -- but we're an IP company, not a chip company.

All right. Why don't we go to the Sydney venue? And are there any questions here again with respect to the financial reports that we have issued. Okay. No questions being seen. I'd like to move forward...

May I just make 1 comment.

Please, of course, go ahead.

Yes. I just wanted to update you. I did -- thank you to Michelle and Perth who sent me these numbers. The last capital raise that we did, the share price came in, it was a 2-piece capital raise with LDA. The first share price was $1.4665 and the following 1 on the 20th of January of this year, $1.5972 -- so they were successful raises. Thank you.

So resolution #1. I'd like to refer you to Resolution 1 of the notice of meeting in respect to the adoption of the remuneration report of the company. This is a nonbinding resolution. The company's remuneration report is contained in the 2021 annual report. I would like to highlight that in accordance with the Corporations Act, no votes may be cast on this resolution by or on behalf of a member of the company's key management personnel or their closely related parties, I will refer to these people collectively from now on as prohibited voters. A prohibited voter may, however, vote directed proxies where they do so for another person who is not themselves a prohibited voter. As Chairman, I may also vote undirected proxies for a person that is not a prohibited voter in accordance with my stated voting intention to vote all available proxies in favor of this resolution. Before opening this discussion, I would like to mention that in the interest of corporate governance, the BrainChip board has abstained from making a recommendation in relation to this resolution. I would also like to remind everyone that none of the current executive directors were on board at the time the [ ren-norm ] policies reflected in the 2021 ren-norm report were created and/or implemented. Furthermore, as I mentioned just a little bit ago, the current Board has already instituted new remuneration policies for 2022 and beyond for executives and general staff as well as future nonexecutive directors. Varun, with respect to the Lumi platform, do we have any text or verbal questions related specifically to this resolution?

We do not have any questions related to this resolution.

Okay. At this time, I'd like to open the floor here to the Sydney venue. Does anyone have any questions or comments with respect to Resolution #1. If there is no further discussion -- Oh, my apologies, sir. My apologies. I didn't see you there.

Mr. Chairman. My name is Roger Manning. Some in this room know me as real info. Not fact finder as a couple of suggested I was. Like most here, I expect the company to become more than successful. I believe it will become a giant, something that will make us all very proud to be associated with. But right now, the company can only be described as having great potential. Certainly, we're making good progress. But as I speak, we are yet to realize this potential. I agree with rewarding people, but only after they've done something above and beyond, not before. Secondly, I also believe the structure of our rewards program is too narrow and inequitable. Too often buses ride on the shoulders of their foot so it is. As a company, we should reward our buses a little less so that we can reward those on the ground, quietly making the hard yards a little more. Thank you.

As Chair, I welcome your comment and I think making it, but I will denote there was no question. It was a statement. Is there anything like me or anyone to address? No, sir. Do we have any other comments, questions about the remuneration report? If there's no further discussions, I would propose the resolution "that for the purposes" of Section 250R(2) of the Governance Corporations Acting for all other purposes, approval is given by the shareholders for the adoption of the remuneration report as contained in the company's annual report for the year ended 31 December '21. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution are presented. At this time, please submit your vote -- mark your voting card in respect to this resolution. With that, we will move to resolution #2. Resolution #2 of the notice of meeting in respect to the reelection of Peter van der Made as Director of the company. Peter van der Made retires in accordance with clause 15.4 of the company's constitution and his biography is included in the explanatory memorandum, accompanying the notice of meeting, the BrainChip board with van der Made abstaining unanimously recommends that you vote in favor of this resolution. The room, do you have any questions or verbal comments received via the Lumi platform with respect to this resolution?

No questions at this time, Mr. Chairman.

I would like to open the floor to Sydney. If there are any questions, comments with respect to this resolution, gentlemen, off to the side there?

Hi [ Neil Reynolds ], shareholder. I'm surprised at the number of against votes for our founder and someone who has been integral in the establishment and creation of the company. Does the Board care to comment on, A, how it feels about Peter's reelection of rhetorical question, of course, and B, why that might be?

The great thing about voting is people just have to vote, and people just have to -- it's their decision. It's their criteria. Everyone is going to have their own rationale in terms of how they vote. People may voting for certain directors as a vehicle for them to voice disagreement with strategy. It may be personal. You have there's a countless number of reasons why it is what it is. All I can do as Chairman is just reiterate the fact that Peter is 1 of the most amazing people I've met. He is the heart and soul and Founder of the company. At the core of our technology is Peter and his initials will kind of be indelibly engraved in whatever we put out into the marketplace. And he has the support of the board and the support of the company. There may indeed be shareholders that may disagree with things that we do or how we develop certain technology or how we do certain things. And this is part of the democratic process. It is what it is. Are there any other questions with respect to Resolution 2? If there are no further discussions, I'd like to propose the resolution that for the purposes of Clause 15.4 of the Constitution and Australian Stock Exchange listing 14.4 and for all other purposes, Peter van der Made, who retires by rotation and being eligible, offers himself for reelection, be reelected as a Director of the company. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution are as presented. Please submit your vote or mark your voting card in respect of this resolution. We will now move to Resolution #3, Resolution #3 of the notice of meeting is with respect to my election as Director of the company. Due to that, I'm going to invite Geoffrey Carrick to come forward and for this resolution, act as Interim Chair for purposes of review.

Thanks, Antonio. Good afternoon, everybody, and good evening to those online. I refer you to Resolution 3 of the notice of meeting in respect of the election of Antonio Viana as a Director of the company. Antonio was appointed as a Director of the company on the 28th of June and retires in accordance with Clause 15.6 of the constitution of the company. Antonio has outlined his biography. It's also available to be read in the explanation memorandum, if you'd like to have a look at that. The brand chip Board with Mr. Viana abstaining, unanimously recommends that you vote in favor of this resolution. If there are any questions?

There are no questions at this time.

Are there any questions from the floor in respect of this resolution? Thank you. As there's no discussion, I propose the resolution that for the purposes of clause 15.6 of the constitution, and ASX Listing Rule 14.4 and for all other purposes, Antonio J. Viana, having been appointed by the Board as a Director to fill a casual vacancy until the next Annual General Meeting, retires and being eligible, be elected as a Director of the company. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as standing Chairman to vote in accordance with stated intentions in favor of this resolution are as presented. Please submit your vote or mark your voting card in respect of this resolution. And I'll hand the meeting back to Antonio.

Sure. Thanks. I would like to refer everyone to Resolution #4 of the notice of meeting and respect the election of Pia Turcinov as Director of the company. Pia was appointed as Director of the company on the fourth of January 2022 and retires in accordance with clause 15.6 of the company's constitution. Pia's biography is included within the explanatory memorandum accompanying the notice of the meeting. The BrainChip Board with Ms. Turcinov abstaining unanimously recommend that you vote in favor of this resolution. Varun, do we have any text or questions pertaining to this resolution?

No questions at this time.

Are there any questions here on the Sydney floor? Since there is no further discussion, I now propose the resolution that for the purposes of clause 15.6 of the Constitution, and the Australian Stock Exchange listing rule 14.4 and for all other purposes, Pia Turcinov been appointed by the Board as a Director to fill a casual vacancy until the next Annual General Meeting, retires and being eligible, be directed as a Director of the company. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution are as presented. At this time, please submit your vote or mark your voting card in respect of this resolution. I would like to refer to Resolution 5 of the notice of meeting in respect to the reelection of Sean Hehir as Director of the company. Sean was appointed as Director of the company on the 29th of November 2021 and retires in accordance with clause 15.6 of the company's constitution. Sean's biography is included within the explanatory memorandum accompanying the notice of meeting. The BrainChip board with Mr. Hehir abstaining unanimously recommends that you vote in favor of this resolution. Varun, do we have any text or questions received via the Lumi platform?

We have no questions.

Are there any shareholders or any comments here in the Sydney venue? If there's no further discussion, I now propose the resolution that for purposes of clause 15.6 of the Constitution and Australian Stock Exchange Listing Rule 14.4 and for all of the purposes, Sean Hehir having been appointed by the Board as a Director to fill a casual vacancy until the next Annual General Meeting, retires and being eligible, be elected as a Director of the company. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution are as presented. Please submit your vote and mark your voting card with respect to this resolution. We move to Resolution 6. I refer to Resolution 6 of the notice of meeting in respect to the ratification of the prior issue of 15 million shares on the terms contained within the explanatory memorandum accompanying the notice of meeting, including the voting exclusions applicable to this resolution. The BrainChip Board unanimously recommends that you vote in favor of this resolution. Varun, do we have any text or verbal questions received via the Lumi platform with respect to this resolution?

No questions.

Are there any questions here within the Sydney venue? As there is no further discussion, I now propose the resolution that for the purposes of listing 7.4 and for all other purposes, approval is given for the ratification of the prior issue of 15 million paid ordinary shares, which were issued pursuant to the put option agreement between the company, LDA Capital Limited and LDA Capital LLC and as varied as announced to the Australian Stock Exchange on 13 August 2020 and 13 October 2021 and on the terms and conditions set forth in the explanatory memorandum. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution are as presented. Again, asking you please submit your vote or mark your voting card in respect of this resolution. I'll refer you now to Resolution #7 of the Notice of Meeting. In respect to the adoption of the proposed constitution, the details of which are contained within the explanatory memorandum accompanying the notice of meeting, including the voting exclusions applicable to this resolution. The BrainChip Board unanimously recommends that you vote in favor of this resolution. Varun, do we have any text reveal questions related -- sorry, do we have any text or verbal questions on the Lumi platform as related to this resolution?

No questions at this time.

To the Sydney venue, are there any questions related to this resolution? If there is no further discussion, I will now propose the resolution that with effect from the close of this meeting, A, the existing constitution of the company be repealed in its entirety in accordance with Section 1362 of the Corporations Act, and the company adopts the constitution contained in Appendix B as the constitution of the company in accordance with Section 1361(b) of the Corporations Act [ 2021 ]. Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution are as presented. Again, please submit your vote or mark your voting card in respect of this resolution. We now move to Resolutions 8a, 8b, 8c, and 8d of the notice of meeting as they relate to the approval of the issuance of restricted stock units to myself, and performance rights to nonexecutive Director, Pia Turcinov. I would, therefore, like to invite Geoffrey Carrick to chair the meeting for the purpose of these resolutions as they pertain to me.

Thanks, Antonio. I refer you to Resolutions 8a, 8b, 8c and 8d in respect of the issue of restricted stock units to Nonexecutive Director, Antonio Viana, and performance rights to nonexecutive Director, Pia Turcinov, on the terms and conditions contained within the explanatory memorandum, which accompanies the notice of meeting in relation to this resolution. The BrainChip Board in the interest of good governance abstains from making a recommendation in respect of these resolutions. There any questions from Lumi?

We have 1 question on the Lumi platform from Mr. Sean K. Ryan. In the ambition to scale up shares, what does the HR plan look like to support this? And how will this growth be financed?

Sorry, could you repeat that question for me?

In the ambition to scale up sales -- sorry, my apologies. In the ambition to scale up sales, what does the HR plan look like to support this? And how will this growth be financed?

That's a question relating to the scale up of our -- the expansion of our cost base in relation to executives, I presume. Sean, would you like to talk to that one?

Sure. So that's what is amounting question would just be about shares in general.

The shares for a and quite certain question I'm not sure if it's a question related to do I address it.

Well, I guess, why don't we just address it just holistically with shares across the board.

The specific -- the bottom line is I would simply say we have a plan in place with the Board, that might the approval of the operating plan this year to grow the headcount of the company roughly 40%, and most of that is on sales, marketing, and as I said earlier, engineering. So it is part of the plan and support it and approved by the Board. I'm not sure we detailed the details of that, but it is part of our operating plan, and we're on that plan. Are there any questions from the floor in Sydney? There being no further discussion, I now propose Resolution 8 that pursuant to Listing Rule 10.14, the members of the company approved the granting of a 2 million restricted stock units to Antonio Viana, Non-Executive Director; 1 million restricted stock units to Antonio Viana, Non-Executive Director; 614,439 performance rights to Pia Turcinov, Non-Executive Director; and 207,373 performance rights to Pia Turcinov, Non-Executive Director, under the company's equity incentive plan and on the terms outlined in the explanatory memorandum. Votes and proxies received for and against these resolutions and at the proxy's discretion, including the Chair to vote in accordance with stated intentions in favor of this resolution are as presented. Please submit your vote or mark your voting card in respect of this resolution. And I'll hand the meeting back to Antonio.

Thank you, Jeff. We will move to Resolution 9 of the Notice of Meeting relating to the issue of restricted share units to Executive Director, Sean Hehir and Peter van der Made on the terms and conditions as contained within the exploratory memorandum accompanying the notice of meeting in relation to this resolution. The BrainChip board in the interest of good governance abstains from making a recommendation in respect to this resolution. Varun, do we have any text or verbal questions received by the Lumi platform with respect to this resolution?

No questions at this time.

Are there any questions or comments here in the Sydney venue? If there is no further discussion, I will propose Resolution 9 that pursuant to Listing Rule 10.14, the members of the company approve the granting of 6 million restricted share units to Sean Hehir, Executive Director; 1,081,730 restricted share units to Sean Hehir, Executive Director; and 1,250,000 performance share rights, Peter van der Made Executive Director, under the company's equity incentive plan and on the terms outlined in the explanatory memorandum. Votes and proxies received for and against these resolutions and at the proxy's discretion, including me as Chair to vote in accordance with my stated intentions in favor of this resolution, are as presented. Please submit your vote or mark your voting card in respect to this resolution. The Resolution 10, I refer you in respect to the increase in nonexecutive director fees and on the terms and conditions as contained in the exploratory memorandum accompanying the Notice of Meeting in relation to this resolution. The BrainChip Board, in the interest of good governance, abstains for making a recommendation of these resolutions. I would like to inform everyone personally at this time that our broader plan is to increase the Board to hold 4 nonexecutive independent directors in 2022 and a possible fifth thereafter, thus the request. Varun, do we have any text or verbal questions received via the Lumi platform with respect to this resolution?

No questions at this time.

Are there any questions here in the Sydney venue? Comments? There's no further discussion. I now propose the Resolution 10, that for the purposes of clause 15.91 of the Constitution and Listing Rule 10.17 and for all other purposes. The maximum total fees payable in the aggregate to nonexecutive directors be increased from $600,000 per annum to $700,000 per annum. Votes and proxies received for and against these resolutions and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution, are as presented. Please submit your vote or mark your voting card in respect of this resolution. Almost there, Resolution 11. Notice of the meeting relates to the appointment of HLB Mann Judd as auditor of the company, as contained within the explanatory memorandum accompanying the Notice of Meeting in relation to this resolution. The BrainChip Board unanimously recommends that you vote in favor of these resolutions. Varun, do we have any text or verbal questions with respect to this resolution on the Lumi platform?

No questions at this time.

Are there any questions here within the Sydney venue? If there's no further discussion, I would like to propose Resolution 11 that for the purpose of Clause 22 of the Constitution and Section 327B (1)(b) of the Corporations Act, and for all other purposes, HLB Mann Judd of Level 4, 130 Sterling Street, Perth, Western Australia, having been nominated by a shareholder and having consented in writing to act as auditor of the company, be appointed auditor of the company. Votes and proxies received for and against these resolutions and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution, are as presented. Please submit your vote or mark your voting card in respect of this resolution. We now come to Resolution 12, which as a matter of process, we will go through. Resolution 12 of the Notice of Meeting is in respect of calling a Board Spill Meeting in the event of that at least 25% of the votes cast in respect of Resolution 1 had been cast against Resolution 1. I refer to the explanatory memorandum contained within the Notice of Meeting for any additional commentary in relation to this resolution. The BrainChip Board unanimously recommends that you vote against this resolution. At this time, I'd just simply like to open up. Are there any comments, questions? Is there anything on the Lumi platform with respect to this? There is. So why don't we take that question?

Mr. Chairman, a question from shareholder, Mizuro Proprietary Limited. Resolution 12. It seems directors will get their interest by grant and not by putting up their own cash. This hardly gives confidence to outsiders. It also strikes me that the capital structure with the various options and grants is a bit of a mess. It is very messy and hard to research on summarizing here.

There wasn't really a question there. But again, I will just simply redirect on that comment that over the last several months, in particular, we have gone through a painstaking effort to reevaluate remuneration across all Boards of the company -- all facets of the company. There is a complete scheme now in place for executives and for the employees of the company, both in terms of their annual bonus tied to performance as well as a broader longer period, a 3-year LTIP has been put in place that is performance-based. So the company has done a very good job at reevaluating compensation moving forward. And that will be reflected in next year's remuneration report. Are there any comments here in the Sydney venue? If there's no further discussions, I would now propose that as required by the Corporations Act and Extraordinary General Meeting of the company's Spill Meeting to be held within 90 days of the passing if there is of this resolution, and all of the nonexecutive directors and office when the Board resolution to approve the director's report for the financial year ending 31 December 2021 was passed and who remain in office at the time of the Spill Meeting cease to hold immediately before the end of the Spill Meeting and resolutions to appoint persons to the office that will be vacated immediately before the end of the Spill Meeting and put to the vote of shareholders at the Spill Meeting. Votes and proxies received for and against these resolutions and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution, are as presented. Please note your vote -- or mark your voting card in respect to that resolution. All right. Ladies and gentlemen, that concludes the formal part of our meeting and our discussion of the items of business. We ask that you please ensure that you have cast your vote on all resolutions. I'm going to now pause to allow you time to finalize those votes. For those shareholders here in our Sydney venue, we ask that you please place your voting cards in the poll box that is held by the Boardroom representatives. So I'll just give you folks a minute to do just that before we formally close the meeting, and the poll box is working its way forward. While we're waiting for that box to make its way forward, I just, again, want to extend my thanks to all of you for coming here today. Obviously, meeting ran a little bit long, but I think a big part of that was because you guys were asking exceptional questions at the start. And with all due respect, you have a new Chairman, you have a new CEO. We really wanted to kind of be diligent to give you guys a great feel for the direction that I'm hoping to take the Board, Sean is hoping to take the company and how we're moving forward. So I appreciate you bearing with us as we went a little bit long. I'm just looking to the back just to see that everyone gets their votes cast. I'm just waiting a word. As Chairman of the 2022 General Meeting, I'm now going to declare voting closed. We will publish final voting results with the Australian Stock Exchange and our website shortly. Again, personally, thank you for your attendance. Thank you for your continued support of the company. That concludes the Annual General Meeting. I'm now calling this meeting to a close. Some of us will be around for personal time and questions. There's coffee and tea in the back. And again, my thanks for attending, everyone. Good day.