Mobix Labs, Inc. ($MOBX)

Good afternoon, ladies and gentlemen. Welcome to the 2026 Annual Meeting of Stockholders of Mobix Labs, Inc. I am Jim Peterson, Chairman of the Board. We are excited to be hosting our annual meeting of the stockholders virtually. Only questions and answers relevant to the meeting will be addressed following the conclusion of the meeting. After all items have been presented, we will close the polls, announce the preliminary voting results and then adjourn the formal meeting. At this time, I call the meeting to order. Also present is Philip Sansone, Chief Executive Officer and Director; Keyvan Samini, Chief Financial Officer and Director; Ian McKay from Continental Stock Transfer & Trust Company, the company's Inspector of Elections; and Laurie Green of GT LLP. I now present the affidavit of Continental Stock Transfer & Trust Company, showing that the notice of meetings and proxy statements for the meeting was available on March 6, 2026, and all holders of record in the company Class A common stock and Class B common stock as of the close of business on February 27, 2026, the record date for the meeting, and direct that such affidavit be filed in the minute book immediately following the minutes of this meeting. At this time, I appoint Ian McKay of Continental Stock Transfer & Trust Company to act as inspector of the meetings and ask him to execute his oath of office and direct that his executed oath of office be filed in the minute book immediately following the minutes of this meeting.

I present the list of holders of record of Class A common stock and Class B common stock of Mobix Labs, Inc. as of the close of business on February 27, 2026, certified by the Continental Stock Transfer & Trust Company, the company's transfer agent. As the inspector, I report that the number of issued and outstanding Class A common stock and Class B common stock of Mobix Labs, Inc. that are entitled to vote at the meeting is 101,072,226 and 2,004,901 shares, respectively. 1/3 of the voting power of the Class A common stock and Class B common stock are represented at this meeting in person or by proxy. A quorum, therefore, is present.

The notice of meeting have been given, and a quorum being present, the meeting is lawfully convened, and we will proceed to transact business. The notice of the meeting and proxy statement given to the stockholders as of record date describes 4 proposals that will be voted on at the meeting. I hereby open the polls for voting on the proposals. It is 9:03 a.m. Pacific Time on March 23, 2026. First proposal. The first item of business today is to elect 3 Class II directors consisting of 2 Class II directors elected by holders of Class A common stock and Class B common stock voting together and 1 Class B -- 2 directors (sic) [ 1 Class B Class II director ] elected by the holders of Class B common stock to the Board, with each director having 3-year terms that expire at the 2029 Annual Meeting of Stockholders. The first proposal is described as a director election proposal in the notice of meetings and proxy statement. The Board has nominated each of David Aldrich and Frederick Goerner to serve as Class II directors of the company separately. The holders of the majority of voting power of the shares Class B common stock then outstanding have nominated Keyvan Samini to serve as a Class B Director for Class II. The Board of Directors recommends a vote for each of these nominees. Second proposal. Proposal #2 is the approval of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending September 30, 2026. Proposal 2 is described as the ratification of selection of independent registered public accounting firm proposal in the notice of meetings and proxy statement. The Board of Directors recommend a vote for this proposal. The third proposal. Proposal #3 is the approval of an amendment to the company's certificate of incorporation to effect a reclassification and combination of the company's shares of Class A common stock and Class B common stock that are issued and outstanding immediately to the amendment at a ratio between 1 to 10 and 1 to 50, with an exact ratio to be in effect at such time, if at all. As determined by the company's Board of Directors in its sole discretion, Proposal 3 is described as a reverse stock split proposal in the notice of meeting and proxy statement. The Board of Directors recommend a vote for this proposal. The fourth proposal, Proposal #4, is the approval of the issuance of up to 8,229,701 shares of Class A common stock upon the exercise of the company's common stock purchase warrant issued to an institutional investor in connection with the inducement letter, 384,053 shares of Class A common stock upon the exercise of the placement agent warrant issued at ROTH Capital Partners LLC and 1 million shares of Class A common stock upon the exercise of the common stock warrant issued to an institutional investor in connection with the amendments to certain outstanding warrants. Proposal 4 is described as the warrant proposal in the notice of meeting and proxy statement. The Board of Directors recommend a vote for this proposal. Delivery of the proxies. I hereby deliver proxies received from stockholders to the Inspector of Elections for voting pursuant to the voting instructions contained in such proxies. Closing of polls. I declare the polls of each matter voted upon at this meeting closed at 9:07 a.m. today, March 23, 2026, and direct the Inspector of Elections to tabulate the votes. At this point, the votes have been counted, and we will now report to the preliminary results of the matters voted upon today. I ask Mr. McKay to please report the preliminary results of the voting.

Proposal 1, 2, 3 and 4 have received the requisite shareholder vote for approval.

Proposals 1, 2, 3 and 4 have been approved. All the business that come before this meeting is now completed. I will entertain a motion to conclude the meeting.

I so move.

Thank you. I second the motion. The meeting is concluded at 9:08 Pacific Time on March 23, 2026.