BrainChip Holdings Ltd ($BRN)

Thank you, everybody. Thank you very much for joining us. On behalf of all of us at BrainChip, I'd like to begin today by acknowledging the Gadigal people of the Eora Nation as the Traditional Custodians of the country on which the Sydney CBD stands and where we're hosting the meeting today. We pay our respects to their Elders, past, present and emerging, acknowledge their ongoing culture and continuing connection to the land, waterways and skies, and celebrate the diversity of Aboriginal Peoples and the contributions they make to the life of the region. We extend this respect to the Traditional Custodians of the various lands from which our virtual attendees are dialing in and to any Aboriginal and Torres Strait Islander people joining us today and participating in this meeting. Welcome, everybody.

Thank you, Geoff. Right. Good morning, good evening or good afternoon, depending upon where you are, whether you're here or online. Welcome to the 2026 Annual General Meeting of BrainChip Holdings. I am Antonio Viana. I have been on the BrainChip Board of Directors since June of 2021. I continue to have the pleasure and honor as serving as Chairman of this fantastic company. This is my fifth AGM. I was appointed Chairman of the company back in February of 2022. Before we get started, I'd like to take a moment and make a few introductions attending here in the venue is Sean Hehir, our CEO; Geoff Carrick, Non-Executive Director, Chair of Audit and Governance; Peter Van Der Made, Non-Executive Director and Founder of BrainChip; Pia Turcinov, Executive -- Non-Executive Director, Chair of the Rem and Nom Committee; Duy-Loan Le, Non-Executive Director; Ken Scarince, our CFO, Dr. Jonathan Tapson, who we -- hopefully, many of you just got a chance to listen and/or watch his presentation just before we got started here. If you haven't, no worries. The presentation will be put up on the website shortly, so you can catch it there. And then attending virtually is Kim Larkin, our Company Secretary, attending from Brisbane and Marcus Ohm, our auditors. It is my understanding that a quorum is indeed present. So with that, I'm happy to formally open our meeting. On behalf of the Board of Directors and certainly, the employees of BrainChip, I wish to thank everyone attending today. Thanks to those of you, whether you're here in person or connected via the online platform. There we go. As is customary, I need to remind everyone of our guidance on forward-looking statements. You can see the statement on the screens here in the venue and online. Before proceeding with the business of the meeting, I would like to mention a couple of procedural matters. For those of you here inside the Sydney venue, you should have registered your attendance as you entered the room today. If any shareholder or proxy holder has not registered their attendance at the door with our share registrar, Boardroom, we ask that you please do so now. Staff from the Boardroom are obviously here to assist and help you. If you are a visitor, welcome, but we also ask that you register electronically on Boardroom's meeting registration system. If you are a visitor and you've not registered yet, we please ask that you do so. And lastly, at this time, just with respect to those around you, if you could make certain your phones are either on silent or vibration. The online AGM platform allows shareholders, proxy holders and guests to attend this meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxy holders who are online have the ability to ask questions and submit votes. Regarding questions and comments, they can be submitted at any time. However, we do have a process as to how we're going to field those questions, so more on that in just a bit. [Operator Instructions] Please note, that while you can submit questions or comments at any time, 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 of the same topic, we very well might merge them together. For those shareholders attending here in our Sydney venue, should you wish to ask a question when invited to do so, just raise your voting card that you received at the time of registration. We'll ask you to state your name and if applicable, the name of the shareholder that you represent. Ken has the duty of running around with the microphone today. Finally, due to time constraints, we may run out of time to answer all your questions. If this happens, where appropriate, we'll answer them in due course via e-mail or by posting responses on our website. But rest assured, we want to make certain we answer everyone's questions, and we'll do our best to do just that. 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 certainly open voting for all resolutions here shortly. Those shareholders attending here in the Sydney venue will have received a voting card when registering your attendance. In-room attendees may vote by scanning the QR code on the front of your shareholder admission card using your smartphone, select in-room to access the resolutions, then choose your preferred voting option. Your vote will be recorded automatically, and it may be changed at any time up until the point where the poll is closed. If you experience any difficulty of voting on your own device, we just ask that you wait until the meeting has concluded and then -- and seek assistance at that point. Our share registry staff be available immediately after the meeting to assist you in casting your vote, perhaps using one of our devices in the event that there's a hiccup there. Alternatively, you can always vote old school and simply mark your voting card and that you received upon a registration. Paul Cooke of Boardroom is right there in the middle of the room. He has been appointed as the returning officer and will collect all voting cards at the end of the meeting. And I jumped too fast. Okay. Sorry about that. For those attending this meeting virtually using the online AGM platform, if you are eligible to vote, a voting tab will appear once I open voting. To cast your vote, simply select one of the options. Your vote is automatically recorded. There is no need to press a submit or enter button. For those on the platform, you do, however, have the ability to change your vote again all the way up to the point where I declare voting closed. Once voting is closed, whatever the voting option you selected at that time becomes locked, and that's your final vote. Okay. So with all that said, I'm going to declare voting officially open as of right now on all items of business for all attendees. The voting tab should soon appear on your screens, and you are eligible now to submit your votes at any time. Again, I will give clear warning before I move to close voting which will come, obviously, after the last resolution of business. So all right, with all that out of the way, we are going to move forward to the content portion of the AGM. This is being a little fickle, but we'll get through it. So for this year's AGM, we're going to have 2 addresses before we get to general business and the resolutions. The first presentation will be from our founder and Non-Executive Director, Dr. Peter Van Der Made; and the second presentation, as you would expect, is going to come from Sean Hehir, our CEO. So with that, Peter.

Yes. Thank you, Antonio. And thank you for all here for the opportunity to present my vision and discuss my views on the brand trajectory as the AI market evolves and accelerates. This is a short index of what I will be addressing. BrainChip was founded in 2004 with a powerful conviction: the unshakable belief that there had to be a better way to build neural networks. Back then, long before deep learning evolution, neural networks were fragile and hand coded. That took an enormous effort, but were limited in performance. I saw an opportunity for something fundamentally better, something transformative. That was the vision. When traditional computer science wasn't enough to answer the deeper questions of intelligence, I turned to the most extraordinary learning machine that we know of: the human brain. That began a 7-year journey of exploration, study and discovery that have shaped my understanding of how learning advances intelligence, which ultimately became the subject of my 2012 -- sorry, 2011 book, Higher Intelligence and the Foundation of the BrainChip Technology in 2015. By that time, we set our sights on building a silicon chip, but convolutional neural networks and deep learning had taken central stage and the change in technology -- technological landscape. To create a commercially viable product, we realized we had to unite the elegance of an efficiency of neuromorphic engineering with a powerful architecture of deep learning. The result was truly unique: a device that could be trained through deep learning and could continue to learn on chip in real time, after training, operating at a fraction of the power that is demanded by GPU-based systems. That innovation became the AKD1000 silicon chip in 2019. And even now, people continue to surprise us with the advanced applications that they can build on this technology. I present here one recent example that shows Akida as part of a larger system environment. We have seen Akida gain traction across multiple mission-critical markets, such as space, defense, radar and medical devices, driving strong industry recognition of both the Akida and BrainChip names. Kevin D. Johnson, the IBM field CTO, wrote on LinkedIn, "BrainChip Akida gives us inference that runs in microseconds on milliwatts, more than fast enough to process music at the speed of music. Symphony turns 10 independent chips into 1 coherent hive mind, producing the Canon together. And further in online trading, BrainChip Akida classified a vocal shift in 71 microseconds on the AKD1000 neuromorphic chip. No GPU, no massive compute." For context, average execution latency for retail traders is 20 to 15 milliseconds. Akida's inference -- original Akida 1000 is 300x faster than that detect a signal and execute trade all within a single click. And here's another example of his work. Defense faced a problem when thousands of data objects flooded the Palantir system. They had no way to control the flow. GPUs demand power, cooling and infrastructure that the technical edge simply cannot provide. Neuromorphic processing changes that equation. Spiking neural networks on -- silicon AKD1000, classify as a sensor itself, turning raw data into meaning before it even touches the network. The system learns in 5 layers marked here: Sensor; satellite; shared storage; orchestration; and ontology. BrainChip AKD1000 processors sit at a sensor edge. Each processor runs trained -- each process runs a trained spike in neural network purpose-built from modality. Virtual classifiers on cameras, RF classifiers on software-defined radios, BOE classifier scanning for commercial beacons, and an acoustic classifier on audio feeds. Inference runs at sub millisecond latency on milliwatts, making this process easy to place in the field on battery power, solar or any constrained platform. The output is a 128-byte observation record containing a classification level: Confidence score; thread score; timestamp; sensor type and social identifier. More can be found at Kevin Johnson's website, kevinjohnson.org. The Akida 1000 is still a chip that is coming into its strength as more and more people start to appreciate that neuromorphic processing is far more energy-efficient than GPU processing. The Akida 1500 strengthens that foundation by delivering higher performance and a smaller form factor even at lower power. The Akida 2 platform opens the door to more complex network models that run entirely on chip. The Akida 3 family will enable small computers to run private large language models. With each step in our evolution, we have moved closer to fulfilling our original vision: intelligence that is power-efficient, adaptive and matching the unique demands of the edge AI markets. I believe that BrainChip is a force that shapes the evolution of AI at the edge. Like every pioneering technology company, BrainChip has evolved and reinvented itself as markets are maturing. I've given some examples here. Even NVIDIA, now seen as an unstoppable force, spent decades processing its own identity -- or progressing its own identity. Like so many others in this journey, it's a testament to perseverance and strategic reinvention. Founded in 1993 as a graphics company in an already crowded field, they pivoted to gaming, then pivoted again to parallel computing. In 2006, CUDA opened the door to broader applications, and they embraced AI in 2012 when the world saw the first neural networks trained with deep learning. AlexNet was running on 2 large GPU boards. Their meteoric rise began in earnest after 25 years of determination and reinvention. For most of the time, their share price remained almost flat, even dipping to $0.08 at one point when many doubted their future. The real inflection point didn't come until 2023. That is 30 years after the company was founded. BrainChip listed on the ASX in 2015. We now stand at our own inflection point, not defined by where we have been, but by what we can see ahead. In the year since then, our vision has expanded from rethinking how neural networks learn to accelerating CNNs to enabling the next generation of large language models and further still to architectures that haven't even been named yet. Every step has brought us closer to a future that we set out to build. Through all this, my confidence in the current branch management team has only deepened. I believe wholeheartedly in our current management team and the strategy. The broad expansion of our offerings comes at a time when edge options are accelerating. I see not just the competence, but the integrity and the commitment to build a great enduring company, one that delivers real value to shareholders. I fully endorse the strategy and development plan that was presented by Dr. Tapson because it aligns with where the market is heading and where innovation is needed most. This impact is becoming clear. As traction continues to build across silicon chip sales and IP licenses, our journey is far from complete, but our foundation is strong. Our technology is truly differentiated, and the courage to innovate remains the hallmark of every company that goes on to shape the future. Deep tech journeys are never short. Yet, our direction is clear. Our product is stronger, more focused and more impact than ever before, reflects the improved ballpark support and expanded portfolio, growing market interest and ultimately, strong traction. I am optimistic about the years ahead. 2026 is also a formative year for the company. The next phase of our future begins in the second half of this year when the Akida 1500 production chip becomes available in large quantities. As we move forward, we do so with clarity, confidence and the shared belief in what we are building. With our strategy firmly in execution and momentum building, we are ready to translate ambition into lasting value. Thank you for your time and your belief in the journey ahead. Together, we are shaping the future of AI. And BrainChip is proud to be at the forefront of the transformation and the list -- delivering lasting value along the way. Thank you. And now I hand off to Sean.

Good morning, everybody. Before I go to my prepared remarks, I'd like to -- big 2 things. One is please be patient with me today. I have a lot to share. So my speech is a little bit longer than normal. So stay patient for about 17 minutes. And certainly, I have to acknowledge Peter's comments. There is not a day here that I don't appreciate the opportunity that Peter created and the trust he's given to me to propel his vision forward. It's a responsibility to take very, very seriously. And when I listen to him speak right now, it certainly struck home. So thanks, Peter. With that, let's go. Let me extend my personal welcome to today's session. I've been looking forward to this for quite some time. Over this past year, we have made substantial progress across many fronts, much of it involving foundational work that may not be immediately visible from the outside. However, as I walk you through the totality of these efforts today, I believe you'll agree that the company is significantly stronger positioned than it was 1 year ago. The progress our team has made on our technology platform, combined with our strategic road map we are executing, forms the backbone of our commercial success. Central to this success is our expansion to silicon, modules and reference designs. This is a deliberate move that transformed BrainChip from a technology provider or enabler into a full system provider. I have worked in close partnership with our experienced Board of Directors to architect this road map alongside the management team. Together, we have ensured that this well-paced, execution-focused plan defined by clear, measurable milestones. I hope you had the opportunity today to hear Dr. Tapson's presentation earlier as a technical foundation that John shared provides essential context for the rest of this trajectory. These portfolio additions, which I have driven strategically and John has implemented technically, are designed to anticipate the market evolution and position BrainChip to meet the demand for high-performance edge AI as it matures. While operational progress has been significant, let me be direct. Our execution did not consistently translate into the commercial outcomes we expected or I expected this past year. I want to assure you, our shareholders, that we're taking decisive steps necessary to bridge this gap between our internal milestones and our financial performance. We are seeing this transition take hold through an expanding pipeline of opportunities across key sectors like defense, aerospace, wearables, medical and industrial verticals. These specific sectors were identified and strategically chosen by the Board and myself as part of the deliberate focus on markets where our unique value proposition is most acute. By concentrating our efforts here, we're aligning our technologies with industries that most urgently require the high-performance, power-efficient edge AI solutions BrainChip is offering. This year has already begun with encouraging markers of progress, including [ non ] licensing deals, chip orders that demonstrate growing commercial interest in our technology. We expect this momentum to build as we continue to convert these engagement to long-term partnerships. In many ways, our technology has been moving ahead of the broader market. We're operating in a dynamic high stakes edge AI landscape that is still an evolutionary state, but one that has increasingly demands the complex power-efficient solutions we are perfecting. We have learned that being a leader in this space requires more than just superior specs. It requires making that complexity accessible and easy. Consequently, we adjusted our approach, prioritizing a suite of reference designs that serve as the bridge between our high-performance silicon and our end customer products and ambitions. When I look at the full body of work to date, it is clear we have built a robust platform for the edge AI era. We use 2025 to lay the ground work. And as the market now pivots towards the high-efficient solutions we are producing, we are positioned to accelerate. I encourage you to view the presentations from John, Peter and myself as a single cohesive narrative. Together, they provide the full picture of what we have accomplished and the structural reasons for our confidence. With the product portfolio we now have, the partnerships we have built, the commercial traction we're beginning to see, I believe we are well positioned to see the emergence of steady, sustainable growth. To give you a clearer picture of that path, I will provide a high-level overview of our business, the market landscape, cover our recent achievements and close with our plans for the remainder of 2026. Before diving into specific plans, let me briefly reflect on the market we serve because understanding this trajectory is essential to appreciating both our progress and the urgency in which we are operating. At last year's AGM, I highlighted accelerating shift of AI workloads from the data center to the edge. Over this past year, that shift has continued at an extraordinary pace driven by demand for lower latency, greater power and the practical reality that not every device, not every use case can rely on a persistent cloud connection. More and more workloads are moving to the edge, and the nature of that market demand has fundamentally changed. A few years back, companies were exploring possibilities. Today, they're looking for answers. Concrete, deployable answers that they can put into their real products and ship to their real customers. The market has moved from curiosity to urgency. And that is a very different environment than it just a few short years ago when I joined. The explosion of AI-powered edge devices across wearables, defense, medical, industrial and aerospace sectors to continue to reshape what is possible. What was considered unthinkable just a few short years ago is now reality. One example is large language model functionality, which is now being brought to edge devices that operate without an Internet connection or a power cord. Not all things have to go to the data center. There are great benefits from deploying the right tool for the right job. Purpose-built ultra low-power processors like Akida are increasingly recognized as the correct solution for a growing class of AI applications at the edge. In parallel, the broad industry's recognition of state-based models, the foundational architecture behind our TENNs technology has grown substantially. Leading technology organizations have demonstrated meaningful commitment to SSM, further validating the advantage of the offer over traditional transformer models, particularly for generative AI at the edge. We believed this architecture for years. The industry is now catching up, and we tend to be its leader. 2025 was a transformative year for BrainChip marked with important technology milestones, a few critical commercial wins and a decisive strategic expansion of our capabilities. We began the year with meaningful momentum in the most demanding environments in our technology as ever entered base and advanced defense. Our collaboration with Frontgrade Gaisler advanced significantly in early 2025 when the Swedish National Space Agency awarded Frontgrade a contract to commercialize the GR-801, the world's first neuromorphic system-on-chip designed for space applications. This chip integrates BrainChip' s key to technology where Frontgrade's risk processor, creating an ultra-efficient AI compute platform for autonomous space missions. This is a key to operating an absolute frontier what edge AI can achieve in the harshest, most resource-constrained environment imaginable. In parallel, an equally significant development, Raytheon, was formally confirmed as a major subcontractor on the U.S. Air Force Research Laboratory $1.8 million processing project. The program focused on radar signature analysis of domain where Akida's low-power event-based processing offers compelling advantage for missile, drone, electronic defense systems, operating under strict size, weight and power constraints. Having Raytheon as our partner in this program is a powerful statement about the credibility and capability we have built. On the wearable front, our partnership with Onsor Technology -- demonstrated some of the most compelling real-world impact we have seen from Akida to date. Onsor is developing wearable glasses that uses Akida 1500 chip to predict epileptic seizures in real time on device, running all in a single battery charge with over 95% accuracy out of the box. This system leverages incremental learning to continually personalize as predictions for each individual user. This is not a laboratory demonstration. This is Akida in the field, improving people's lives in the most meaningful way we could ever hope for. By the middle of the year, BrainChip's commercial ecosystem expanded meaningfully across multiple fronts. We established a new partnership with iSL Labs, focused on codeveloping neuromorphic real-time radar and electronic defense signal processing using Akida. iSL's demonstration confirmed that Akida can execute complex algorithms, radar algorithms at dramatically lower cost, size, weight and power than traditional solutions, validating it's suitable for today's environment in drones and next-generation aero speed systems. ARQUIMEA successfully paired Akida with Prophesee Metavision event camera on a low-power drone, demonstrating the identification of distressed swimmers with greater speed and efficiency than conventional time-based system -- frame-based systems. Andy's technology showcase a key to operating with its RISC-V compute environment, highlighting the applicability for other markets such as automotive, industrial and security environments. To help us out of Taiwan selected BrainChip's Akida chips for industrial robotics security applications, purchasing not only an enablement package by some Akida 1000 devices for qualification and deployment. This engagement extends not only [indiscernible], but as a partner, a very large company called Merl in their development autonomous robots and industrial factory environments. We also announced a strategic collaboration with Hale Technologies, pairing Akida with Hale's BSC 2000 radio frequency integrated circuit to demonstrate breakthrough power efficiency for connected center applications across IoT, medical and smart infrastructure markets. Each of the engagement individually represents meaningful progress. Collectively, they demonstrate the breadth of verticals in which Akida is now active, validated solution and the depth of the ecosystem we are building around. We also have known that winning in the market is more than great silicon. It requires making it easy for engineers and developers to build our technology. In 2025, we made decisive investments in that direction. In June of '25, we launched our Developer Hub alongside MetiTF 2.13 provided a dedicated portal to design and accelerate innovation on the Akida platform. Developer engagement in this new portal has surged significantly since its release. We filled that in August with the launch of developer of Akida Cloud, giving engineers hardware-free access to KD2 for real-time streaming, model testing and accelerating iteration cycles. The ability to evaluate and integrate Akida without requiring physical hardware in hand is a meaningful reduction of friction, and we're seeing the results in our pipeline. These investments reflect the broader commitment we have made to transition BrainChip from an enabling technology provider to a full stack AI partner, from initial concept to final deployment. The shift is fundamental how we compete and how we will win at scale. In November, at Embedded World North America, we officially released the Akida 1500 for volume production. This is a defining milestone in our history. The Akida 1500 is no longer a reference design. It is no longer simply an engineering sample. It is a commercially available volume production product available for the market today. Shortly after launch, we received an initial order from NEX Novus for the deployment of the neuromorphic neuroblock product, a clear signal of the growing commercial interest in real-world utility of Akida 1500 across the developer and integrator community. Additionally, our long-standing engagement with Parsons Corporation culminated in a multiyear strategic supply agreement, including an initial order of 10,000 Akida 1500 chips, manufacturing commitments, continuity of supply provisions and tier pricing for larger volume deployments. Parsons will integrate BrainChip's Akida processors into its mission-critical platforms to enhance adaptive performance in constrained dynamic defense environments. This environment precisely the kind of deep strategic commercial relationship we are building toward. It validates the Akida 1500 in production-grade solution for the defense sector and establish a BrainChip as a committed long-term supplier to one of the most demanding customers in the world. We have also established a distribution partnership with DigiKey, one of the world's leading electronic components distributor, introducing 3 Akida-based development platform boards into their global catalog. This partnership is the cornerstone of our strategy to expand our commercial reach and make technology accessible to the broader engineering community worldwide. As we move to 2026, our focus will be concentrated on 4 critical objectives: one, drive commercial deployment of the Akida 1500 now that we have it at scale through direct channels, direct engagement, model partners and global distribution; launch our reference design platforms covering wearables, radars, speech assistance and electronic warfare to accelerate customer adoption and time to market; third, secure larger and higher volume -- or excuse me, higher value commercial wins across IP licenses; deliver Akida gen AI product or sequence that is now known product to market to the second half of this year, establishing BrainChip as the definitive solution for on-device generative AI. Let me elaborate further. As we look ahead, my foremost priority is clear: to significantly increase both the rate and value of commercial wins with this expanded set of offerings in our expanded distribution footprint and the intensified go-to-market effort. With a rapidly growing pipeline of opportunities across defense, aerospace, wearables, medical, industrials, we are positioned to achieve meaningful revenue in 2026 and into '27. We started the year with an important Akida 2 licensee, edge AI. We announced another one just last week. And we were down selected by our critical defense contractor, Ford Edge, ASIC and chip orders as well. We expect the momentum in number of closings to increase throughout the year. At the heart of this strategy is the same customer-centric culture that I have installed and we have embraced across the company. Every department is aligned around one simple principle: Nothing is more important than addressing the needs of our customers and our potential customers, ensuring that we respond swiftly, effectively and with purpose. Before our next AGM, we aim to achieve several milestones I consider essential to our trajectory. We will bring a commercially ready gen AI offering to market. The work being done on Akida gen AI or Sequent and our TENNs based algorithms delivering LLM capability is progressing with urgency and progressing on schedule. On-device generative AI running without connectivity of milliwatt power is a capability the market has been waiting for, and we will deliver it. We will launch reference designs covering the verticals we see the strongest near-term commercial demand, wearables, radar, speech assistant and electronic warfare. These platforms are critical to accelerating customer adoption and reducing time to market for our partners. They also demonstrate concretely BrainChip's evolution from an IP company to a complete solution provider. We will expand our channel trend module strategy, putting Akida 1500 boards and boxes to distribution partners, bringing Akida-based modules to a much wider range of customers and system integrates that we can serve than we could ever serve directly and engagements alone. DigiKey is a start, and we will build on that aggressively. You also can see continued and heightened commitment developer engagement, marketing and outreach. We're expanding our presence at key industry events, increasing our thought leadership and publications, online platforms and continuing to build the developer ecosystem around Akida that is essential for long-term scalable commercial success. In closing, in the rapidly evolving edge AI market, the transformation over the past few years has been extraordinary. What we began as a space explored by a handful of early-stage players has become a dynamic, high stakes industry demanding complex high-performance, power-efficient solutions across sectors that matter enormously -- defense, health care, aerospace and beyond. As Dr. Tapson and I have outlined today, we have taken deliberate and decisive steps to position BrainChip as a leader in this evolving environment. The work we have done and continue to do strengthens the foundation for us to thrive. 2026 is a critically important year. The entire BrainChip is operating with a sense of urgency, keenly aware of the importance of what we are building and the window of opportunity in front of us. We are longer asking people to imagine what normal computing can do. We are showing them, and they're showing us. I firmly believe that edge AI market will consolidate to a few -- a handful of few leading providers. With every commercial win we secure and every product we bring to market and every partnership that we deepen moves us closer to being one of, if not the only, leader in this market. The accomplishment achieved by this team are a testimony to the vision, resilience and the drive of the entire BrainChip team. We move forward with the pride and purpose. I want to thank you for your continued support and trust in our mission. And with that, I'll turn the meeting back to our Chairman.

Excellent. Thank you, Sean. Thank you, Peter. So at this time, we would like to field questions with respect to the founders' address and the CEO address. Again, let me reiterate, if you have a question that's outside of that, we'll get to that in another portion of the AGM. So why don't we start with the online platform. Kim, hopefully, you can hear me okay. Do we have any questions, comments through the platform?

Antonio, we do have a number of questions, many of them centers around revenue, but we consolidate that into one will provide the answers. And that is whether the Board can outline what it expects in its 1-, 3- and 5-year strategy regarding deal flow and chip in sales.

Okay. Sean, I'll let you have the first go with that?

Sure. Sure. As part of our -- I think the question was around the Board, but I'll answer on behalf of the company and Antonio can elaborate for the Board. Part of our running a company, of course, is not only an annual budget, but it's a strategic plan. We go through that cycle. I start that process immediately after this. We have our meeting in November or December of the year. And during that, I talk about some of the things that we talked about today, which is expanding our portfolio, those kind of really important strategic decisions. In addition to that, I provide to the Board a forecast for those kind of time frames, which I wrote down 1 in 3 years. So the Board has that, and they ratified that. It does take us on a path. The number that you can read about for our long-term incentive plan is $38 million over the next 3 years. My goal is to exceed that. But that is with the Board we have, and that's what our long-term incentive plan calls out.

I don't think there's anything to add to that. That's exactly how I would have answered it. Kim, I'll defer to you again. Are there any other questions?

There are, Antonio. The questions are around engagement that the company has or is it in cap. So one being given that Samsung and Apple are looking to improve battery within upcoming devices, have they assessed or build out brand to execute our technology for local on device AI amongst other advantages that it offers? And if not, has BrainChip engaged with either of them to highlight things benefit? There is a further question on [indiscernible], and it asks whether BrainChip has any engagement with IBM.

I'm going to be -- I'll be as forthcoming as I can. But as you could imagine and the answer I've given in the past, we cannot comment on any particular engagement of that nature for sure. Particularly, when you -- we listed the first 2 companies, which are the most restrictive about anything they do in the market. So we're just not at liberty to talk about those. Any engagements we have with them if we did or we did not.

Yes. With respect to the named companies, yes, we're not going to comment on anything in that regard. But I think the question was more honing in on from a competitive standpoint. The interesting thing with the edge AI market today is it is dominated by traditional compute, right? You have a traditional compute, DSP technology, nifty software, a lot of AI is centered around that. Clearly, BrainChip is bringing forth technology to the market to create a massive shift in terms of how you go about addressing solutions in the edge AI market. So from a competitive standpoint, you've got a couple of competing interests going into the market, but you have no clear path to which the market is converging. And that's what's kind of exciting about BrainChip. I'll point to one example, if I can expand. And that is for those of you who watched Jonathan's presentation earlier today, and if you haven't, you'll see it in one of the slides. There was a slide where he had the smart glasses. And what was interesting is there's several components to basically putting together that smart glass solution, right? There's front end audio, there's front-end video, and then there's the merge into the LLM, and then there's all the back end, which is the output of what those glasses would do. BrainChip is actually in a position today to take a solution like that and show you that we have a path for every section of that design flow as you create those glasses. And the reason that's important is from a commercial and a competitive standpoint, we can demonstrate that if you want to create something like that, all of those various boxes, we have a solution for. Now you very well may look at it and say, well, I don't need you on the front end here, and I don't need you on the mid-range here because I'm going to do that part myself. Great. Have at it. Go do it yourself. But you're more receptive to our technology because you know in all of those areas, we have a solution, right? And so that's the confidence that we're starting to see in the marketplace, and that's where we believe our competitive edge is starting to come forward, and people are starting to see it, and people are starting to invest more and more resources to prove it out. And so from a competitive standpoint, that's where our confidence is coming forward.

Questions in the room. Why don't we take a few in the room? There's one right here. Ken?

Peter Breton, Chairman, shareholder. Does the company have a competitor? Or are there competitors in the market that you have -- that you will be competing against for the product that this company makes?

Okay. Sure. Were you here for the first session? Okay. That's fine. This is when I could take the full AGM to talk about, but I'll try to do it as succinctly as possible. We created the core of this an accelerator for people to run AI models on. That's the simplest way to describe it. And you can run AI models effectively on anything. It doesn't mean they'll run well. You can run AI models on a classic CPU. It's just not very efficient or pro formant. So you can look at anything that runs compute as a competition and what the industry is clearly gravitating or specialty hardware for these workloads, and that's where we've signed. So you're going to always compete but what you call good enough or traditional compute. I think Antonio may have touched on that a moment ago. That's always there when you go to an environment in traditional compute is there, but you just got to displace them. And only the companies that wanted displays that need the higher performance will they do, others, you kind of view completion until their markets demand it, right? You got to remember, people that buy us are not consumers, they're businesses. And when their business demands higher performance, certainly in a smaller footprint and lower power, that's when they come to a company like us. Companies like us now -- let's call them classic edge accelerators, yes, there are -- there, but we're highly confident and we can give you a lot of data on that where we stand on a classic technology bake-off, I mean in terms of performance against power and things like that. But you've got to overcome all those competitive things, which is traditional compute. We just have -- those companies and then on the, let's call it, classic MPU start-ups and smaller companies, we outperformed them. And it's not only, by the way, just on what early I called speeds and feeds, we always have to do better. But it also means we also have to support a wider range of models than those people. We have to make it easy to adopt our technology and get your models onto it. So we compete exceptionally well on all those vectors. Any other questions in the room?

May I make one more comment, if you don't mind?

Please.

That is exactly where I put most of my energy to ensure that we're competing on all of those vectors, right? You don't want to just say, beat them on low power, let's be all of those things. You got to have the world's best software stack. Peter mentioned CUDA. We're putting a lot of energy in our software stack to ensure that we're there. We want to make sure we have the broadest coverage in our models, the broadest set of model coverage companies in there, the broadest set of application providers to do that. That's how you're going to win, and that's how we're going to position this company.

All the way in the back there. Ken?

Peter from Geelong. I'm interested, Sean, you mentioned the $38 million forecast over 3 years. If you can break that down to a year-by-year would be great. But otherwise, the question is, at what point do you believe we'll be cash flow positive?

Yes. I'll -- as part of that plan that I give to the Board, it is a 5-year view. And of course, the Board always puts out in front of me 5- and 10-year scenarios. We do have a plan in the future for cash flow neutrality. So it's something that the Board has in mind, but I'm not going to share the particular date right now because a lot of things can happen. And I don't think you want me to share that date because if we run into a tremendous opportunity, that is not the time to try to come to a cash flow neutral, you want to invest into those markets, right? You're in a deep tech environment that Peter referenced earlier. So we have a plan knowing where our portfolio, you look at what John presented earlier and where that plan does take us to a cash flow neutral position in a certain number of years. But I want to maintain that flexibility, of course, with the Board's approval to invest heavily and extend that if we see a market opportunity because that's where the real value is for our shareholders. And Tony, I don't know if you want to add to that?

No, I think that was well answered. Tom?

The AI cowboys showed what could be done by offloading inference to Akida with the Raspberry PI for the NVIDIA ARM -- NVIDIA Tensor ARM. Kevin Johnson has done effectively the same thing with Symphony and Akida. Has there been any consideration of developing something like that tiny little tag that can plug into an on or whatever, for that purpose alone, reducing power while retaining performance?

Yes. Again, I don't know you were in the first session. What I love about -- I'm just going to talk about the IBM gentlemen, more than the AI Cowboys, but I understand the -- I've looked to them many times. It illustrates Akida in a different light. Think about the market and where it's come from, and again, if you listened to John, this industry or even what Peter said, this started with very simple models and simple tasks, just a few short years ago, but things are much more complex and more complex models. Instead of thinking of Akida as a stand-alone incident or a stand-alone chip working on your -- your model working on a device, the power to distribute and orchestrate across multiple chips creates tremendous opportunity. And it gives you the low power where you need it and get that out. So yes, do we see that? Yes, absolutely. Can I share you all the details? No, but I talked about earlier our software stack, you can expect us to extend it, make it more open to plug into other orchestration layers. That is on our road map because that is the power where you can orchestrate across multiple platforms. It's more of a software than a hardware thing. Go ahead. Is it okay for follow-ups?

Yes.

Just in -- sorry, at development, does that exclude Raspberry PI? In other words, does it go from being 500 or so to something more akin to what you would expect to pay for an Akida or a tag device?

Could you rephrase that? I'm not sure I understood that one.

Well, the AI Cowboys, they have to intervene a Raspberry PI in between Akida and the NVIDIA Jetson ARM.

Right.

Is any of the technology development going to put to one side needing Raspberry Pi?

Put to one side.

Thank you, Ken. We're building Akida chips on a form factor, which is called M.2. It's a standard little circuit board about the size of a postage stamp. And that -- and Raspberry Pi and Jetson NVIDIA have M2 sockets. And that allows us to put an Akida chip into a socket on those platforms and gives people the potential to add and Akida chip to their system with very little modification. So I think that addresses the need which you're identifying there. No, that's okay.

So to do an abstract, what the AI Cowboys are doing, you're suggesting the M2 card doesn't require the Raspberry Pi?

It doesn't matter. So any system that has an M.2 socket, we can plug a riser and Akida chip directly into. And a Jetson Nano has an M.2 socket. So that allows you to plug an Akida chip directly into the Jetson Nano. And pretty much every microcomputer system these days has M.2 sockets. So it gives us a very easy way to build an Akida system to plug into pretty much everybody's platform.

Let me add to that because we think about it this way, too. So if you're referencing the AI Cowboys, the benefit they saw is just what I said, specialized hardware. You could run models and other things. They were running those models. And again, I'm not going to say anything about anybody's platform, whether it's good or bad. But the minute they put our chip on M.2, plug it in and put the model on there, it runs that much more efficiently, which is the whole value proposition for the company, right? So those models we're running on those platforms that you referenced, those hardware platforms, they put an Akida card, you could put it on any kind of computer system, as John said, move the model on there, and that's why they saw these massive improvements, but that's exactly what we do as a company.

Okay. Kim, I'm just going to check in with you. Do you have any other questions on the platform?

We do, Antonio. One with the Board foresees the needful capital restructuring within the next 2 years.

Okay. I think you cut in and out, but I think the question was in the next 2-year time frame, do we see a need for some form of capital raise? Is that what's out the question, Kim?

That's correct.

Ken, do you want to take first go with that?

Yes. In the next 2 years, we will likely have to raise capital. We know that. Really, the only question is how will we raise it? At this point, up until this point, the best means of raising capital for us has been with placements or use of the LDA instrument. In the next 2 years or possibly beyond, it is our hope that we can start incorporating different instruments. We've had offers and looked into different instruments in the past, things like convertible debt or straight debt placements. But none of the terms that we're getting right now are acceptable to us. Before we can get -- pursue some of these other instruments, we need to establish more recurring and stable cash flows. And when we achieve that, we think we'll have more opportunities.

Yes. The only thing I wouldn't mind is tacking on to that is one thing at the Board level that we think about as well is, as we've enhanced the road map our reach gets a bit broader, and we get more into reference platforms and more total solutions, that does open additional potential avenues for us in terms of maybe a strategic comes involved with respect to a certain portion of our road map and that could open some capital raising capabilities. In the past, I would argue, BrainChip was fairly limited even investigating that as an option. But now with a more enhanced robust road map that's more broad and comprehensive, those are options that we're investigating as well. So everything is on the table. This will be the last question for this section if that's okay.

I think Dmitry, you said, is again a shareholder. Revenue related, but from a long time ago. We had the we had the time where Mercedes Benz, with their concept car, announced that they're involved with BrainChip. The share price went up to $2.50. They said the concept car was a 2026 development. Have we -- and that was back not only several years ago, there, at that time, it's 2026. Have we seen any interest or revenue from Mercedes and the development of that announcement question.

Yes. Similar to my earlier answer, I can't really comment on any particular customer. But what I would say is there's an indication of what happens in the industry, too, right? A concept car to production is a long time. It's a very long time. And the auto industry goes many, many years. And so when you're in the business that we are, we get in early and grow with them to have it, but I can't comment on the particulars with Mercedes, I'm sorry.

Okay. All right. I'll let Steve sneak in. So this will be the last question, and then we'll move on. So a question from Steve.

Thank you, Antonio. I do appreciate it. For those who don't know me, my name is Steve Liebeskind, I worked with Peter in the foundation of BrainChip back in the Nordes. And as we went through and went to the IPO in '15 and certainly got heavily involved in '16. I have been on the Board of BrainChip for 2.5 years, and I am a top 20 shareholder. The reason I'm talking at this point in time is the question that was raised about the $38 million in orders over the next 3 years. I appreciate the challenges of being able to say too much, but I've done a back-of-the-envelope -- some numbers on that. And what I'd like to say is a few things. Firstly, last year, there was a $9 million target on bookings, point one. And it would appear that, that came to not -- didn't create the fruit that we were after. In fact, probably close to point one. Point two, at last year's AGM, it was identified that when we talk about bookings, it was also -- if there were third-party costs or consulting costs attributed to that, that would be reviewed and would be offset against the value of that $9 million. So that's the second point. And thirdly, when we're looking at bookings, that doesn't mean timing of revenue nor does it relate to cash flow. So if we're looking for the forthcoming 3 years for '26 to '28, rough numbers could be -- that could be $10 million for this year, $12 million for next year and $16 million for the year after that. That's very much in line with what last year was meant to be for bookings, not necessarily revenue. And of course, a lot can change as each year in order can go forward. My concern is, and in light of the comment I made about cash flow is that if you do it, as I said, back-of-the-envelope number, the $38 million in bookings could equate to, let's say, $25 million or give or take in revenue. We do have a burn rate of $20 million to $25 million cash a year. We've got $30 million in the bank at the end of December last year. So I could see that just on where we are today without any out of left field of Blue Bird, we could be somewhere short of about $30 million to $50 million in cash flow by the end of that period of time. So -- and the other thing is we really haven't had it been identified what's happened to that $9 million. Is that something -- is it a 12-month lag that's taken place? Or is there any level of catch-up rugby, so to speak, as we say here. So there's some numbers I wanted to share that really do concern me about where BrainChip is at today. The technology and the management team fully support whatever, but those numbers don't particularly drill well with me.

So Ken, I'll let you hit the top-level financials there. The only thing I will quickly acknowledge is you are correct in that the $38 million that Sean just referenced, that target, that is a bookings target. We're not giving any sort of revenue number with respect to that. The only other thing I will say is the setting of the $38 million booking target, there was -- remember, that's a 3-year window target. And I will disclose that thinking about things like cash flow positivity, that sort of thing, that was not taken into consideration with respect to why that $38 million target was set. So I don't want there to be any implication that, that came into the equation. What we were more or less looking at is as we continue to scale the business right? So we set a 3-year target relative to our 5-, 7- and 10-year plans. What do we want to see here in the first 3 years? Does that still present a gap for us? We'd be fools not to acknowledge that there isn't a gap there. There is absolutely still going to be a gap there, mainly because we don't know what further investments are going to come in that second, third and fourth year horizon yet and how those are going to be funded. So that's still all work in progress. But Steve, I can't fault your numbers. You've got a handle on it, and there's still work to be done. But I can tell you right now, if 3 years' time from now, we've achieved $38 million in bookings, that tells me that the investments that we've made over the last couple of years are indeed planting the seeds that we need to be planting in the market for this company to be successful. That confidence does exist within the company right now. Ken, I don't know if you want to add anything further to that?

Yes. I mean the other thing that I'd add, Steve, is I'll repeat what Antonio said. Your numbers are -- they're pretty good. We are -- again, we're going to consider other types of financing. So the assumption should not be that, that gap will be made up strictly by equity financing. So there's that. The other thing I'll say, and then I'm going to turn this over to Sean, on kind of the more commercial front, that target is a minimum of what Sean would like to achieve. He probably doesn't want me to say that out loud. But we hope to beat that. That's still an aggressive successful 3 years in our opinion, but it's what we hope to beat. So I'll turn that over to Sean.

Probably not much more to add than that, but yes, I plan to beat that.

Just for the benefit of the people online, Steve, hold on just a sec.

Yes, sorry. Just -- I really want to be quick just so we can move on. The last year, the comment was the $9 million was a stretch. It was meant to be a stretch to put owners, et cetera, and then to have fall back. But where we were, things occurred, we can't change that. We were -- throughout 2025, we weren't informed about that number not to be achieved, et cetera. But to me, I am still concerned, and on behalf of all shareholders, $38 million is not a big number over 3 years based on the expectations that have been presented to us in certain comments. Watch us now and a whole lot of other throwaway lines on reflection, which on hindsight, everyone would like to take back. But if we're looking under a straight line of whether it's $9 million to $10 million in 1 year and $12 million to $13 million in another, it's pretty much a flat line growth. I understand where you're coming from. It is a new market. We haven't got that traction yet. But what's important for us as shareholders is we've got to be aware that over the next 3 years -- and I'm certainly not wanting to ramp. This is not about ramping nor is it anything else. Shareholders have to be aware, this is what the number is going to look like. There's going to be additional dilution to get this point in time until we get the momentum, get the excitement going into the marketplace. Just by an FYI, at the beginning of 2023, we had in the order of 1.7 billion shares issued. At the end of this 2025, we had in the order of about 2.25 billion shares. That's 500 million shares have been issued or close to a 31% dilution of our equity, while the stock price has stayed the same, the market cap has stayed the same, we've fallen out of the ASX 300. I can't fault with anything you're saying where the direction is going, but it's very important for shareholders to be fully informed in what's going forward.

Understood. Thank you for your comments, Steve.

Steve, I'll make one comment on that. First, that you may consider $38 million is not significant, but that is double to triple percent annual growth. That's not insignificant. So I would dispute the fact that $38 million is not relevant. And it's -- and you know where the base is today. So going from...

[indiscernible]

Thank you, Steve. Thank you. All right. So I'm going to move to general business. Kim, if I could ask if there are additional questions on the online platform, if you could ask those, and we will make certain that we will follow up directly on those. So we're going to move on to general business. At this time, I'd also like to ask the Board of Directors to come forward for the resolution. So that way, if I need to point to each of you to answer questions, you're more visible.

So we're going to proceed with the discussion on the proposed resolutions, including questions and comments from the shareholders with respect to each resolution. The notice of meeting was distributed to all shareholders on the 30th of March 2026. I will take the notice of meeting as read. Item #1 on the agenda deals with the receipt and consideration of BrainChip's financial report, the director's report and the auditor's report for the year ended December 31, 2025, which are incorporated in the 2025 annual report and was sent to all shareholders who requested said report. I would encourage any shareholder who has any question on these reports or any questions of our auditor to raise them at this time. I'll start with Kim on the online platform. Are there any questions with respect to financial statements?

There is one question, Antonio, but multiple questions within that question. So how much money has been saved when moving from big 4 firm Ernst & Young as the external auditor second term firm HLB Mann Judd? With the market cap of $364 million, should we go back to having a big 4 older film? And when are we most likely to run a competitive tender for the external audit? The final part of that question is given that we have reported USD 218 million in accumulated losses and only had net assets of USD 30 million, shouldn't we be capitalizing more [indiscernible]?

Ken, I'll let you address that.

I'll answer the first part first, then Kim, I may need you to repeat the second part of that question. But the first part in regards to the auditors, I'll say, first, we have saved a significant amount of money, and it's not just the result of lower fees. It's a result of the audit firm that we're working with. I think just having a better understanding of the business we're in, our debt instrument that -- or sorry, the equity instrument that we had with LDA, they are able to get through things faster more efficiently. It's been a very good relationship. There is absolutely no plan of seeking out another firm at this time where we couldn't be happier with them. Kim, could you repeat the second part of that question?

Yes. The second part was given that we have reported USD 218 million in accumulated losses and only have net assets of USD 30 million. Shouldn't we be capitalizing more of our expenses?

Okay. That one, we have, in the past, capitalized R&D and development and patents as well. And one of the accounting principles that have come into play recently has required us to basically write off some of the development costs. And I won't go into a lengthy accounting discussion about this. But when you are in a phase of development where you are building a product that is commercially viable, which, we believe, the 1500 is at this time, you are allowed to capitalize those costs. The auditors have taken a different position on that, and they think it's premature for us to make the assumption that, that -- the 1500 will be a commercially successful product. So that was something that we had to recently write down. So that's really the only other costs that we can capitalize at this time.

Okay. With respect to financial statements, are there any questions here inside the Sydney venue?

Seeing none, I'd like to move to now consider the formal motions of the meeting. Right. Resolution #1, I would like to refer you in the Notice of Meeting with 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 2025 annual report. I would 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. However, it should be stated that the interest of good corporate governance, the BrainChip Board has chosen to abstain for making a formal recommendation in relation to said resolution. Kim, do we have any text questions, comments on the online platform with respect to this resolution?

Antonio, we have a 3. The first one, the CTCL and CDR being directors with executives with direct access to financial information are not classified as KMP. The remuneration is, therefore, invisible to shareholders. How does -- sorry. Who made the decision to exclude them from KMP classification? And are you confident that the classification stands scrutiny from ASIC?

Who wants to field that one? I'll let you go, Ken.

Yes. Yes. Okay. Thanks for the question. The decision was -- it was a group decision. It was made by myself, the auditors, the head -- the respective heads of my financial teams. It's a tough question. There's some gray area associated with it. There are some criteria that we apply. The criteria -- one of them, in particular, can vary based on the length of service of one of the executives, if people come and go, if they're new to the organization. It depends on how much say they have in strategic decisions. And it's something that we go through this every year. And so it may change next year. In fact, we just discussed this yesterday. So some of the classifications of the current executives may change next year, and they may end up in the rem report next year.

Kim, you said you had 2 other questions?

Yes, that's correct. One being the statement being that we've had multiple big protest sites against various remuneration lines in recent years. Has this been more prudent today and which proxy advisers covered this AGM? Did any recommended vote against any of the remuneration items? And if so, what concerns did that [indiscernible]?

Comment on those 2?

Yes. There -- we did not engage with any of the proxy advisers this year. What we have found is that they typically do advise against our rem report and then they offer you services to enroll and you can pay them and then they'll help get a good recommendation on your rem report, but you have to hire them first. That's extortion in our viewpoint. The -- one of the constant and recurring troubling pieces of our rem report is the fact that we are on a U.S.-based pay scale. And we've got a company that is global. The largest part of our company is in the U.S., and it's in one of the most expensive states in the U.S., and that does skew our remuneration relative to what people here are accustomed to seeing. So -- and we've realized that, and we do everything we can every year to try to minimize the impact of that, but it is very difficult if we want to remain competitive in California, competing against Silicon Valley and other giants in our backyard. So we realized that this vote tends to go this way every year, and we know that the proxy advisers vote against -- recommend against us every year. And I can just tell you that we are trying to do everything we can to change that.

Are there any questions here inside the Sydney venue with respect to resolution 1? Seeing none, Kim -- apologies, Kim, did you combine the last 2 questions? Or did you have a third question?

I did not. There is a third question.

Okay. Please go ahead and issue the third question.

You've introduced a new grant for income executives that best purely on service with no performance required on top of RSUs and short-term incentives. The company has 0 bookings. You are -- the remuneration structure that rewards people for simply being onboarded. Given the lack of commercial results, why is service-based vesting still [indiscernible]?

The service rights and performance rights are only for directors. All of the employees, all of management, we all have performance-based equity grants, every one of them. There are no grants that are nonperformance related. A piece of the grants have a time element to it, but the bulk of it is performance hurdles.

Okay. So -- there's a question there? Oh, I'm sorry, go ahead.

Thanks very much. My understanding is that a remuneration of this type needs to align to some sort of performance. And I think the general shareholders look at this vote and say, hey, there's no alignment here between the executive team or directors and the shareholders because that's what I referred to last year, too. And the alignment needs to be, and I know we've said that the share price has no reference to where the company is going. It will take care of itself. I say that to my clients, too, I said, do a great job, do good business and the income will take care of itself. And that's not a bad approach. But here, we are talking with general public and shareholders involved. A lot of them are currently in the red. I'd say at least 85% of more shareholders are in the red on the stock price, and yet there's no support for it. And when the directors are allocated remuneration, which is based on a dollar amount, that means they get more shares. And there's -- in my view, that's not alignment with shareholders. And that's to find that one that needs to be readdressed. Perhaps future take them, the RSUs. So it's performance-based also and it relates to share price of the company.

Thank you. The only point that I would like to mention is actually twofold. One is I do want to reiterate Ken's comment that, let's separate non-executive director stock from their employee stock. The non-executive director of stock, I would like to call attention to the shareholders that for now the second year running, the directors have deferred their stocks, okay? So you've noticed over the last several AGMs, you haven't been voting on director stock. As a collective body, we heard you, and we have deferred all of our shares. So that's on the director side. On the employee side, we got that message loud and clear, right, which is why -- these guys laugh at me, but I call them breathing shares, right? Breathing shares are when RSUs are granted to employees and just for the sake of showing up and breathing, you're getting them, right? I will stress, though, RSU pay is a global norm. I realize Australia is different. It's a global norm. Even an FAE straight out of university expects an RSU grant, a sizable RSU grant at the moment they get out of college, they expect it. And if we don't give it to them, they're going to go to the next company, and they're going to get it, right? That's what we're competing against. It's not justification. So instead, we've taken a different approach. And our approach is now we do have a performance element tied to our stock. And what we do is we say, all right, as an employee you're coming in, you're going to get x number of shares, but you'll get 150% of those shares or 175% of those shares if we meet aggressive targets. And if we don't meet the targets, you're not going to get your shares, you're only going to get a microscopic amount of those shares. So instead of hitting that center line, we've now widened the net, right? So there's performance tied to it. And if we don't, then the grant is pretty trivial. So that's how we've situated the pay. Ken, I don't know if you want to say.

Yes, I want to add 2 things to that. One, if you look in the financials this year, you'll see a fairly sizable credit to our share-based payment expense, and that was the loss of shares at RSUs and options that lapsed because we did not meet our performance goals for the year. And you're going to see that. Hopefully, you won't see it too much longer because we hope to start hitting these performance targets. But one other comment you made that I wanted to touch upon was in the employee plan, which is the bulk of the shares being issued, we do not allow a dip in the share price to increase the size of the grants we have set a minimum threshold now. So we will not be rewarded by -- with more shares if the share price goes down. And that's something we just put in this year. I wish we had done it sooner, but we did it. And it did have a dramatic reduction in the number of shares that were issued this year to the plan.

Thank you. Thanks for that clarity.

Okay. Steve.

Yes. I will preface the comment I want to make by saying that I'm very -- I'm aware of how the compensation plan works to the U.S., and I agree majority of what Ken had to say regarding the challenges of the U.S. company business, Australia company, et cetera. Antonio and I do have a bit of a disconnect on the RSU, but that's secondary. But in regards to one of the questions that was raised in regards to grants related to only the NEDs versus, et cetera. I can refer you to -- that stood out Page 16 of the annual report under the remuneration report -- remuneration framework. The 6 bullet point refers to initial employment grants. New executives receive a onetime grant that typically vest in equal installments over a 3-year period following the start date. A, I believe that's obviously relating to executives of the company, not NEDs. But more importantly, it's not -- doesn't indicate any level of performance related. It's time related. So I think there was a disconnect from the question and the answers, okay.

Do you want to...

Correct. Yes, that's good. The new higher grant.

It is the new higher grant.

Yes. Yes. It's correct.

Okay. I am going -- if there's no further discussion, I would like to propose the resolution that for purposes of Section 250R2 of the Corporations Act and 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 ending December 31, 2025, votes and proxies received for and against this resolution and at the proxy's direction, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution are as presented. At this time, I'll give you a moment to submit your vote or mark your voting card in respect to this resolution. [Voting]

We will move on to resolution #2. Resolution #2 of the notice of meeting is in respect to the reelection of Mr. Peter Van Der Made as Director of the company. Mr. Van Der Made retires in accordance with Clause 16.4 of the company's constitution and ASX Listing Rule 14.4. And his biography is included within the explanatory memorandum accompanying the notice of meeting. The BrainChip Board, with Mr. Van Der Made abstaining, unanimously recommends that you vote in favor of this resolution. Kim, at this time, I'd like to ask if there are any questions on the online platform with respect to resolution #2?

Antonio, there were no questions at this time.

Are there any questions here inside the Sydney venue with respect to resolution #2? Seeing none, I would like to propose the resolution that for the purposes of Clause 16.24 of the Constitution and ASX Listing Rule 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. At this time, I would ask that you submit your votes, mark your voting card with respect to this resolution. [Voting]

We will move to resolution #3. Resolution #3 relates to my reelection. So given that, I'm going to step aside and let Geoff Carrick assume Chair of the meeting for this resolution.

Thanks, Antonio. Ladies and gentlemen, I refer you to resolution 3 of the notice of meeting in respect of the reelection of Antonio Viana as a director of the company. Mr. Viana retires in accordance with Clause 16.4 and ASX Listing Rule 14.4 of the company's constitution, and his biography is included within the explanatory memorandum accompanying the notice of meeting. The BrainChip Board, with Mr. Viana abstaining, unanimously recommends that you vote in favor of this resolution. Kim, are there any questions received by the platform?

Geoff, there are no questions at this time.

Is there anybody in the room who would like to ask a question? Yes, we have one at the back. Please, Ken.

Peter from Geelong. Antonio, I hate to go over, but I think it's a point of trust for your reelection was last year was the discussion of what turned into an argument about the redomiciling to the U.S., of which the ASX announcement clearly just stated the U.S. that you were saying otherwise. I'd like to hear your comment on that because I never heard -- perhaps I got that wrong. It was just sort of left and dropped. And I'm -- my question is -- my point is about trust to be the Chairman.

Thank you for the question. I'm going to answer that in 2 ways. A lot of that conversation was with Tom, who is here in the room. And I had a fair deal of follow-up with Tom after that and rallied a lot of people in terms of making clear what I tried to get across. And that is, there's obviously no disagreement that the announcement made reference to the United States in terms of the redomiciling. And that's because that's what the focus was. What I tried to get across and hindsight being 20/20, if I failed, my apologies are out, all right, is as part of that process, we're going to investigate everything, right? We're going to investigate not just the U.S., but we're going to investigate the idea of redomiciling across the board. And a lot of it was not with the intention of redomiciling. It's also part of your strategic planning. So when you're thinking about year 3-, your 5-, your 10-year plans, what does a dual listing look like? What opportunities are out there in other capital markets? What funds are out there that we're not tapping into because we don't have other global listings tied to our company? So we were going through that exercise. And the point that I wanted to make -- and I think I underestimated the sensitivity of the idea of redomiciling was that we were investigating everything. And the reason we announced it was because the worst thing that could have possibly happened is for a leak to happen as we're talking to a bank or a broker or a fund manager or what have you because it is a very leaky industry. And so the thought was we should put an announcement out, let people know we're looking into it, but not promising anything. Hindsight being 20/20, would I have liked that conversation to go different? Absolutely. With respect to your question about trust, I can understand you asking that question, and I acknowledge it, and I appreciate it. But I would really hope that as you've seen what BrainChip has become, as you've seen the growth of the company, as you've seen the growth of Sean as a CEO, and as you see in the direction that I'm playing a small part of, I would hope that all the shareholders recognize that whether or not you agree with me or disagree with me, my heart is absolutely in this, and I have BrainChip's and genuine interest in every shareholders genuine interest in mind. I want to build a foundation for this company for someone like Jonathan Tapson to be successful, for Sean to be successful, for Ken to be successful. And with that, I'm going to pull as much information as I possibly can from as many different sources. And that was the spirit behind that exercise. Now in terms of how that was communicated at last year's AGM, was I at my best? No. And I told that to Tom. I've told that to him after the fact. I didn't handle that correctly, right? The spirit of what I meant to say was we're investigating everything. I understand what the press announcement says, but I want the shareholders to know we're going to investigate everything as part of that process. I didn't handle that well. And I've learned my lesson. And I think when I look at my career, some of the best things I've done in my career probably stemmed from mistakes I made 5 to 7 years earlier. And I think that's one. Thank you for the question.

There's one question I've really got for Kim. I just received a text message from a fellow shareholder who said that he's raised or they have raised some questions and they haven't been asked. I was just wondering if that's correct or not.

Steve, I can confirm there are some questions that were addressed in the general section of the main, as to -- says that will be addressed after the meeting, but the questions and help the questions per the Chairman's earlier remarks.

I'm assuming we were just right out of time for that res, right?

Sorry, Kim, the question -- are those -- has that question not been answered because we ran out of time or because they're not relevant to the particular?

In some instances, we've run out of time and turned on to another matter. In some instances, the questions that come right may after that particular business had closed.

Okay. We'll now propose the resolution that for the purposes of Clause 16.4 of the Constitution and ASX Listing Rule 14.4 and for all other purposes, Antonio Viana, 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 for the moment as 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. [Voting]

And I will pass the chair back to Mr. Viana.

Right. At this time, I'd like to refer you to resolution 4 of the notice of meeting in respect to the ratification of up to 200 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. Kim, with respect to Resolution 4, do we have any text or questions received via the AGM platform in relation to this resolution?

Yes. And we do have one question. In November 2025, the cap rates we provided shares to an institution that then sold the shares to a company who has been actively shortening the end. As of 12 November, short position for 1.37 million -- JPMorgan -- sorry, JPMorgan -- become a substantial holder on the 17th November due to its purchase of 46 million shares at $0.80 per share. As of the 17 November, short position was still -- sorry, 91 million, a different from 12 Nov [indiscernible]

Ken, I'm going to let you feel that. The question was, are we aware.

I don't know that we are aware of it. We have speculated on that, but we have not been able to verify that. So that's all I can tell you at this time.

Kim, are there any other questions on the online platform?

Tony, there are no other questions.

Are there any questions here within the Sydney venue?

Seeing none, I would like to now propose the resolution that for the purposes of Listing Rule 7.4 and for all other purposes, approval is given for the ratification of the prior issue of 200 million shares as announced, the ASX on the 10th of November 2025 and on the terms and conditions set out 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 favor of this resolution are as presented. Please submit your vote and mark your voting cards with respect to this resolution at this time. [Voting]

Resolution 5 of the notice of meeting relates to the approval of the equity plan on the terms and conditions as contained within the explanatory memorandum accompanying the notice of meeting in relation to this resolution. The BrainChip Board, in the interest of good corporate governance, abstains from making a recommendation in respect to this resolution. Kim, at this time, are there any text or verbal questions received via the online platform in relation to this resolution?

Antonio, there is one question. The company deferred net equity -- for 2 consecutive years, approximately [ 270,000 ] [indiscernible] director. The report says you do not seek approval at the 2026 AGM. It does not say these what will be permanently reported. Will they be -- forfeited or all shareholders to approve them at the 2027 AGM instead years in which the company [indiscernible].

Okay. That's a fair question. And the answer is that decision has not been made at this time.

And Tony, I think there's 1 further questions just [indiscernible]. 0 bookings and 0 appreciation of share price. Shareholders are sitting on catastrophic losses -- Nonexecutive Director keeps growing. At what does the Board expect that is not aligned to shareholders still [indiscernible]

Catch the back half of that?

Kim, can you give me the back half of that question again? You're kind of...

It says, at what point does the Board accept that this is not aligned to shareholder interest for value by this system entitlement?

So I think that kind of goes back to a question that we've kind of already answered just a little bit ago here into the room with respect to rem, the performance rights that we have in place for our employees versus what would be a net grant, which is in alignment with the global compensation models that we put in place for the company. So now the NEDs on their own, though, have made the decision that given the feedback we got from some of the shareholders, we've decided to defer our shares. We've done that. As for the employees, those employees are tied to performance. And so obviously, as the company starts performing, those shares are going to come due for the employees. And I can speak for the entire Board. I really hope those employees get every one of those shares because that means the company is obviously, from a performance standpoint, doing the right thing. Are there any questions here inside the venue?

With no further discussion, I now propose resolution 5 that for the purpose of ASIC Listing Rule 7.2 Exception 13 and for all other purposes, the company's equity plan as described in the explanatory memorandum, be approved for the issue of securities under the company's equity plan. Votes and proxies received for and against these resolutions are 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 and respect this resolution at this time. [Voting]

We will now move to Resolution 6. Apologies. If you noticed, I'm kind of picking up the tempo here as I realize we are running quite long on time. Resolution 6 of the notice of meeting relates to the approval of the issue of restricted stock units to executive director, Sean Hehir, on the terms and conditions as contained within the explanatory memorandum accompanying the notice of meeting in relation to this resolution. I would like to stress that these units represent the maximum number of restricted stock units that could be issued. The BrainChip Board, in the interest of good corporate governance, abstained from making a recommendation in respect of this resolution. However, it should be said that the Board fully supports the CEO compensation package, including the securities granted to him. Kim, do we have any text or verbal questions received via the online platform?

We have 2, Antonio. This resolution proposes a further RSU to the CEO. The CEO who delivered 0 [indiscernible] last year against its target. For clarity, 2.5 billion RSUs previously approved, carrying no performance criteria whatsoever, even tenure alone. My first question is, will those shares vest? Second part of the question being under this resolution, even at 80% or below of the performance hurdle a further 1.9 million RSUs will vest? Further, can the Board explain in plain terms awarding the CEO units achieved 0 [indiscernible] with nearly 4.5 million shares at plus 2 years is consistent with the interest of shareholders.

So we went through a incredibly exhaustive exercise over the last several years with respect to not just CEO compensation, but executive compensation all the way through to just rank and file employee compensation. We have sought third-party guidance on what our compensation models should look like. We want to ensure that not only are we providing an incentive plan that obviously rewards performance, but also one that meets the global standards for what talent costs. And I think I can speak for the entire Board. We've gone through this exercise extensively. I want to take this opportunity to commend Pia heading rem. She's done an extraordinary amount of work on this. And the Board is comfortable with the compensation schemes that we have in place for not just Sean, but our employees across the board. We feel they strike the right balance between rewarding performance and also meeting the expectations that the competitive market calls for. I think it's totally rational for a shareholder to feel that, wow, that's a ridiculous amount of pay. I can understand somebody thinking that. And for every employee that might look at how much an employee gets paid and thinks it's ridiculous, I guarantee you there's another person that will look at it and think we're underpaying. It's a no-win scenario. The global tech market is competitive and it is expensive. So I acknowledge that. I acknowledge that frustration. What we have to do as a Board is we have to make certain that we are in line with the global tech market in terms of what our compensation packages look like. That's what we do as a Board. right? We don't want to be an outlier. We don't want to overpay, but we don't want to underpay. And we have to find that spot where we can retain the talent that we need to retain in order to be effective and meet what we need to do, and we feel that we have done that. And again, if there are shareholders that believe that, oh my gosh, we're completely out of line. I acknowledge that. I can understand somebody feeling that way. But the way we counter those feelings is, are we in line with the global market? And are we in line with the norms that third-party auditors are looking at with respect to our compensation models? And if we're checking those boxes, we're doing our job. And that's our approach, and that's how we do it. So I hope I'm answering that question because I know there's a lot of questions always about that. We use, gosh, we've used Compensia in the past. We used Watford in the past. We've used Korn Ferry in the past. Thank you, Pia. With respect to soliciting third-party reports and taking guidance in terms of our comp models, it's a never-ending process. The market is incredibly competitive. So I hope I'm answering that question. Sorry for the long windedness but I know there's always a lot of questions on that. Anything else, Kim?

Yes, Tony. The next question -- and there has been a couple of more coming so bear with me. The next question is that at last year's AGM, the Chairman said the bookings target was net of direct third-party costs. This year's annual report defines bookings and aggregate contract value. One of these is incorrect. Can you please explain to shareholders which definition applies to resolution C? And then there's a second part to that, which will read as the second question, Tony.

Please.

It says, please confirm that the gross definition was used for the 52% [indiscernible] achievement in 2024 rather than the net definition used to AGM. If STI payments, we may not incorrect because the Board commit to an independent review of that calculation.

Okay. So let me start with -- Ken, do you want to field the ACV versus the previous definition? Do you want to field that one? Do you want -- how do you want to handle it?

Kim, can you just repeat the first part of that?

Okay. Bear with me. It says that at the last year's AGM, the Chairman stated that the bookings target was net of direct third-party costs. This year's annual report defines bookings as aggregate contract value. Which one of these is incorrect? Please confirm what shareholders which definition applies to resolution C?

And actually, they're not at odds with each other would be my answer first and foremost. So if we -- let's say we do a contract with somebody, and within -- and that contract has said customer paying us, I don't know, $3 million, right? But in exchange for that, right, there is something within the contract which requires us to pay back that customer for maybe some exchange of services. And so the net effect of that deal is a $2 million deal, right? In that scenario, it doesn't matter whether it's the definition we spoke of last year or annual contract value, assuming all of that $3 million were to come due in the present year and the liability of $1 million is there, the ACV is $2 million, and that's all you would take, and that would be the booking. So I don't necessarily agree with the premise of the question that they're any different. Our booking is simple. You sign a contract, right? There's a dollar value associated with that contract. If there's any stipulation that lowers the value of the booking because of something we have to do, then your ACV, assuming it's recognizable in that calendar year, is going to come down. So we're pretty consistent with that. So I don't necessarily understand there being a discrepancy there. I'm happy to field the question offline if the shareholder requires more clarity on that. So that's the first part. The second part -- I apologize. I didn't really follow the second part of that question. I'm sorry.

It was around short term.

It was last year. Kim, can you read the last part of that question again? Did we lose Kim? Kim, are you there?

Sorry. Please confirm if the growth definition means for the 52% STI achievement in 2024 rather than the net definition here the AGM the STI payments made on incorrect because will the Board commit to an independent review of that cancellation.

Got it. Now I understand the question. I guess I'll defer to you, Ken. The 52% that was used as the percentage of the payout. The premise of the question suggested there was a difference in how you would calculate that. I'm kind of suggesting there really wasn't. It's the same thing. So we're comfortable in the 52%, but I'll let you clarify.

Yes. No, I would agree with that, and I'd follow that with the fact that it did get an independent review, which was by our auditors. So they looked at that and they look at it every year in depth.

Okay.

Antonio, the final question online. You are asking shareholders at this AGM to accrue LTI grades to the CTO, potentially 7.5 million shares. The performance target we must achieve to analyze shares is not confidential. You are asking shareholders to vote on equity -- sorry, executive equity without telling what the performance -- what performance it rewards. On what basis is that consistent with transparent governance? Also, you disclosed the $9 million booking target last year. Why do we not disclose the yearly targets for the next several years?

Okay. I'll let you -- I mean, do you want to talk about the disclosure piece of it?

We have not disclosed that in the past and on an annual basis and likely won't as we don't want to put anything out that resembles guidance. So right now, we feel that the 3-year plan is adequate. We will reconsider that in the future. But for the time being, we're comfortable with what we've disclosed.

And then, Ken, I'm going to have you get up because I think Steve had an inquiry in the back.

Thank you. In regards to the, let's say, the first lot of questions regarding the aggregate value of the bookings, reading it as a lay shareholder, the aggregate implied that it was the gross value, not the net value. So I do appreciate that you've confirmed what you said last year. And you're very close to last year's example in that last year, you used a $2 million of $1.8 million of costs, therefore, 200,000. So very close to examples. But certainly -- and in regards to -- and if Ken says that they actually did take the net value of the transaction rather than the gross pay, I'm happy to take his word for it, okay?

I can give really a silicon-y example. If you'd want a silicon-y example, right? There are silicon aggregators that are out in the marketplace. One of those popular ones would be like an outfit, like, say, a global unit chip, right, out of Taiwan, right? It's not uncommon to do a deal. Let's say you did an IP deal with global Unichip. And let's say that deal was worth $3 million. And part of doing that deal with a silicon aggregator, they have access to silicon runs at -- in global unit chips case, that would be TSMC. So let's say, as part of that deal, they say, oh, and by the way, we'll give you x hundreds of thousands dollars of shuttle space on our runs for whatever purposes you want and you kind of do a quasi quid pro quo in the deal. That would not be uncommon. But if the value of the silicon that they're giving back to you is, say, $750,000, I'll use that example, and the initial IP that you're giving them is $3 million, from my vantage point, the booking is $2.25 million. That's the booking, right? That's how you -- and by the way, you would comp your salespeople. So I'm going to sound like a sales guy now. You would comp your sales guy based on that is how you would do it. So now ACV versus TCV gets a little bit different because that gets into revenue recognition models and whether, let's say, you do a 3-year subscription and do you have to amortize the recognition of that revenue over an extended period of time. That gets -- that's a whole different kettle, but in terms of the booking value, which I think is the heart of the question that people are raising, in that scenario that I just described, that would be a $2.25 million booking.

Example used from last year was primarily focused on -- was it Frontgrade?

Yes.

Where it was a $1.8 million transaction, 800,000 went to Raytheon. So there was a $1 million net figure or any other costs. And in the '25 annual accounts, there was $1.8 million in revenue, cost of sales of $1.6 million, so 200 gross margin. So -- but the relevance is as long as you're saying that any compensation would relate to $1 million for Frontgrade as opposed to $1.8 million.

I'll take it. I think you're talking about the Air Force contract?

Same difference. The point's made though, the point's made, the point's made.

We did not have any netting or offsetting against revenue from the Air Force. We had subcontractor costs, and that's cost of sales, and there's no need to offset revenue against that. That's just like any other cost of goods.

Sorry. That was the specific question last year about -- the question last year was had emphasis or specific relationship to the Frontgrade $1.8 million and the $800,000 of that 0.1. I take you -- so what you're saying is if you manufactured chip this cost of sales, the margin on a chip might be 40%. So we're not asking 60% of that to be drawn back. But certainly, when it comes to a situation like Frontgrade, the value of that order was $1 million at 1.0.

Let me -- I got it. Let me dig us out of the weeds here. Okay. With respect to bookings, bookings are customer to customer, right? You do a booking with said customer, it has a dollar value associated with it. If there's any stipulation, a financial stipulation on that value relative to that booking because of that contract, that is always offset, okay? Now what I don't do is I -- well, I shouldn't say I. What we don't do is say, if we do a $2 million booking with somebody for some said product. We don't go back and say, well, our cost of engineering is this and this and this and this and this, so we're going to lower the booking by that value. We wouldn't do something like that clearly, right? But within that contract, if there is an offset, in order to execute against that contract which we just signed up to, that has to come off the booking value. That's the point that I'm making. And I hear where you're going, and that was the point that I would really want to hammer home and make clear.

So we are on the same page?

We are on the same page. If I'm understanding you correctly, we're on the same page.

[indiscernible]

I'll happily address that offline if we need to, okay? All right. I'm going to move us forward because we are way behind on time. Are there any other questions here in the venue with respect to resolution 6? Okay. Kim, any last minute questions from you on resolution 6?

Antonio, no other questions on resolution 6.

I now propose -- yes. Sorry, I've got a little typo out here. I now propose following that for purposes of Listing Rule 10.4, and for all other purposes, shareholders approve the grant of 5,724,113 restricted stock units to Sean Hehir, Executive Director and Chief Executive Officer, under the company's equity plan on the terms and conditions set out in the explanatory memorandum. Votes and proxies received for and against these resolutions and at the proxy's discretion include 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 to this resolution. [Voting]

I'm going to move us forward to resolution 7 of the notice of meeting in respect to the renewal of the proportional takeover provisions in the constitution on the terms and conditions as contained within the explanatory memorandum accompanying the notice of meeting in relation to this resolution. Kim, do we have any questions with respect to this resolution?

Antonio, we do have one question. Has the company thought of -- in relation to partial takeover with interesting companies to date. And given the share price exceeded $2, will this be taken into account as a continuing share price for any partial takeover?

Kim, can you ask that one more time?

The question is in relation to your financial takeover, has the company thought of this with any interested companies to date given the share price extended $2 in the past, will this be taken into account as a commencing share [indiscernible]?

I don't see how we answer that question. Geoff, do you want to have a go with that?

I'll have a crack at answering that. I think the company is always open. We are continually looking at all strategic options. There are none at the moment that are front of mind. But when it comes to considering how we would approach takeovers whether proportional or otherwise, we are clearly looking to -- we would clearly look to drive the best possible outcome for shareholders in alignment with the Board's own view on the value of the business. And when it comes to taking into account, what's gone on in the past, we can only say that we'd be operating by reference to what's in front of us, namely market conditions, what we've got going and the possible outcome that we can achieve with the deal presented to us. So I don't think we can take into account where the share price has been in the past.

That's kind of kind of how I was going to answer the question. And I don't think we would just look at what's in front of us. So I appreciate you, Geoff. Thank you so much. Are there any questions in the room? Do I see a hand? Did somebody raise their hand back in the back there?

No. Okay. I'm going to push us forward. I now propose that the resolution that for the purposes of Section 1362 and 648G of the Corporations Act and for all other purposes, the proportional takeover provisions in rule 29 of the constitution be renewed for a period of 3 years from the date of approval of this resolution. 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 to this resolution. [Voting]

And we now come to our last resolution, resolution 8 of the notice of meeting in respect to the approval of a conditional Board spill meeting. The terms and details of the conditional spill meeting are contained within the explanatory memorandum accompanying the notice of meeting. The Board unanimously recommends that shareholders vote against this resolution. The screen shows proxies received for and against for this resolution and at the proxy's discretion, including to the Chairman to vote against this resolution. Kim, I will ask you, are there any questions on the online platform with respect to resolution 8?

No, Tony, there are no questions at this time.

Are there any questions here inside the Sydney venue? The following resolution is conditional on at least 25% of the votes cast on the resolution proposed in resolution 1 being cast against the adoption of the remuneration report. So if there is no further discussion, I'd like to propose the following resolution: that, one, an extraordinary general meeting of the company spill meeting be held within 90 days of the passing of said resolution. All of the nonexecutive directors in the office when the Board resolution to approve the director's report for the financial year ended 30 -- December 31, 2025, was passed and who remain in office at the time of the spill meeting cease to hold office immediately by the end of said spill meeting. Resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote of shareholders at the spill meeting. I would like to clarify, if you do not want the spill meeting to take place, you vote against this resolution. If you do want a spill meeting to take place, you would vote for this resolution. And I will ask that you please mark your voting cards in respect to this resolution. [Voting]

So we've obviously gone quite long on time. Steve, you raised just a wee bit ago that there were some people on the online platform who felt some of their questions weren't addressed because we run out of time. I extend my apologies to those people who didn't get their questions answered, but we will create a log of those questions, and we will get those questions answered. And we will distribute the answer of those questions via some mean that Ken and the IR team will determine necessary. We'll make certain those questions are answered. Ladies and gentlemen, that concludes the formal part of our meeting and our discussion on the items of business. Please ensure that you have your -- you have cast your vote on all resolutions. I'm going to pause for a couple of minutes here to make certain that everyone gets their votes in. I'd like to remind everyone that as soon as I close voting, voting will close. If you've had any issues technically trying to submit your votes, you need to raise those with Boardroom now. For those of you that are here in attendance in Sydney, our Boardroom personnel are walking around with the voting box or has it there in the back. You can place voting cards in the poll box or complete your online voting. I will pause for just a moment. [Voting]

Can I ask if anybody here in the Sydney venue requires more time other than just collecting your voting cards? Okay. Seeing no issues. I'm now going to call voting closed. We will publish final voting results with the ASX and our website shortly. On behalf of the Board of Directors and the employees of BrainChip, I would -- please allow me to again extend our thanks for not just attending but for your continued support of BrainChip, the mission that we're on and the feedback that you've provided us. That now concludes the 2026 BrainChip Annual Holdings Meeting, and I now call the meeting to a close. Thank you. Good day.