Spacetalk Limited ($SPA)

Good morning, everyone. My name is Georg Chmiel, and I'm the Chair of Spacetalk Limited, and I will be Chair for today's meeting. On behalf of the Board of Directors, it's my pleasure to welcome you all to our General Meeting of Shareholders. As there's a quorum present, and it is after the appointed time for the meeting, I declare the General Meeting of Spacetalk Limited open. My fellow directors, Mike Rann, John Bird, Andrew Grover and Simon Crowther join us today also. Thank you to everyone attending via the online AGM technology today. The online AGM technology allows shareholders, proxy holders and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Questions can be submitted at any time. To ask a question on the online AGM technology, press the speech bubble icon. This will open the new screen. At the bottom of that screen, there's a section for you to type your question. Once you finish typing, please hit the arrow symbol to send. To ask your questions verbally, click the raise your hand button under react in the menu bar in Zoom. Please note that while you can submit questions or comments, we will not address them until the relevant time in the meeting. Please note that your question will be moderated or if we receive multiple questions on the same topic, we will then merge them together. Finally, due to time constraints, we may run out of time to answer all your questions. If this happens, we will answer them in due course via e-mail or by posting responses on our website. We will certainly give our best efforts to answer everyone's questions. Voting today will be conducted by way of poll on all items of business in order to provide you with enough time to vote. I will shortly open voting for all shareholders. For those attending this meeting and voting on the online AGM technology, if you are eligible to vote at this meeting, a new polling icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. I appoint Boardroom Pty Limited, our share registry, to be returning officers. Before we start the formal business of the meeting, I ask our CEO [ and Dean ], Simon Crowther, to provide a brief business update. Over to you, Simon.

Thank you, Georg. Good morning, and thank you, everyone, for joining us. I wanted to take this opportunity today to provide an update on progress as we complete the transformation of Spacetalk to a software-led family safety platform. The word transformation is key and a valuable lens for shareholders as you evaluate the progress we have made. This is essentially a new business, and Q3 was our first quarter operating an entirely new tech stack and software product. I'm extremely positive about the potential for Spacetalk and the focused and defensible niche we are creating. This, in turn, will provide the best opportunity to deliver value to shareholders in the long term. Before providing an update, let me highlight the opportunity we've communicated over recent years and anchors the business. Kids devices are an effective way of acquiring a user, a young child and the parent. Our decision to soft-lock our watches to our own Spacetalk Mobile network has driven consistent quarterly growth in annual recurring revenue of over 600% over the last 3 years. The growth opportunity we identified was positioning ourselves to retain that relationship and extend the customer lifetime value when the child wanted their first mobile phone. The business previously lacked a what next step for parents. The opportunity for us to retain and migrate those kids, their siblings, parents and other friends and families to a software and mobile experience designed for the next stage of life has until this point not been an option. This was due to the limitations of the legacy platform and the constraint on our growth. Our new platform unlocks this potential and allows us to execute on our strategy. Instead of churning to other services, we are now increasingly focused and positioned to retain these customers and new ones with competitive handset plans and unique software whilst expanding within the family group. This is all new capability, and we're at the start of this growth opportunity in Australia, and our partnership with Vodafone will accelerate this, and I'll expand on that shortly. Q3 was an important reset period for the business. Following the launch of our new platform, we made a deliberate decision to prioritize stabilization, customer experience and operational discipline. It was necessary to ensure the business has the foundations required to scale. We experienced a one-off short-term issue with the migration from a legacy Microsoft Azure environment to a modern, scalable AWS environment. This migration undertaken by a reputable AWS vendor negatively impacted some of our customers, and we regret that. We took immediate action to address the customer experience issues. This meant temporarily ramping up resources. I'm pleased to report that these issues have largely been dealt with, we've seen a return to normal levels of customer support interactions and improving customer sentiment. Things are heading in a positive direction with multiple updates to our app since launch and increased performance and stability. Important measure is the degree of churn or cancellations, and I'm pleased to advise you we have not experienced significant levels of churn in our base. We've retained customers as we now focus on delivering a unique market offering of competitive handset plans bundled with compelling family safety software. We continue to focus on cost optimization and efficiency as we introduce increased automation of workflows, a benefit of replatforming to a more modern and scalable tech stack. While we ramped up costs temporarily in Q3 for the delivery of our new platform and to manage the short-term post-migration challenges, we have, as announced, embarked on a $3.5 million annualized cost savings program. Whilst Q3 saw a softening in device-related revenue, we saw a double-digit increase in mobile subscribers. It is important to highlight a couple of factors. Our hardware business is seasonal and Q3 is typically our quietest period post the holiday season. We expect demand for devices to remain positive as we move through the coming quarters. Our focus is to better align wholesale ordering with underlying sellout trends and continue to further optimize inventory management. The important point is that the customer demand is there for our kids devices and our recurring revenue model means every device sold results in either mobile or app subscription, and now the potential for a longer-term relationship. Our active mobile subscriber base also continued to grow, reaching 57,900 in Q3, up 18% year-on-year. Spacetalk Mobile recurring revenue increased 11% year-on-year, reinforcing the quality of this revenue stream and the importance of our transition toward recurring software-led growth. While reported revenue in Q3 was affected by lower device sell-in as large retailers optimize their stock on hand holdings, underlying consumer demand remained resilient with retail sell-out continuing to grow. The strategic objective is to build our software subscription engine and increase our addressable market. For the first time, we have a platform and app that will enable us to acquire new users and their families domestically and overseas without the need for capital-intensive hardware. In line with our guidance, we expect to see an increase in mobile and app revenues from growth in our monthly active users and customers. During the first half of the new financial year, investors can expect delivery of key initiatives that will drive this growth. We are on track to execute a commercial partnership agreement with Vodafone, that we'll see our family safety app made available to 2.8 million of their postpaid customers. This partnership represents a step change moment for the business, not with the current version of our app, but an enhanced version that will be available in the coming months with tiered pricing, enhanced premium features and our unique take on family safety, offering parents an intuitive way to control what their kids are accessing on mobile devices. We believe this solves a real pain point for parents of kids with mobile devices and a real opportunity for us to extend our customer lifetime value. From a young child, experiencing independence for the first time heading to school with one of our devices, to a teenager hanging out with their mates. We call these dimensions of safety and central to our strategy is our ability to immerse ourselves as a trusted partner within our family group. Despite initial challenges, we've seen an increase in daily active usage numbers of our users of our app and strong indicators are that a user invites multiple new users to our app and to their spaces. We expect an increase in monthly app users as we have premium features, which will drive growth in paid apps and mobile subscriptions. Shareholders can expect the agreement with Vodafone to be executed during Q4. We have a growing pipeline of telco opportunities in overseas markets and the further announcements are expected about partnerships in coming months. We're attending and speaking at the upcoming MVNOs World Congress in Amsterdam in June, a major event for mobile -- virtual mobile network operators. Our discussion is not about kids devices, but how the Spacetalk Family platform and the data-rich household graph it creates can offer MVNOs a powerful way to engage with their customers and their families. I believe Spacetalk has identified a valuable niche and a data mode that gives us unique AI-powered insights around family dynamics. These insights are proven compelling to telcos as we offer opportunity to expand beyond their one-to-one customer relationship and provide family connections, multiple daily touch points, sophisticated segmentation, the ability to present targeted offers and incentives that will drive key telco industry metrics, higher average revenue per user, longer customer lifetime value, lower customer acquisition costs and reduced churn. This is not the only growth opportunity for Spacetalk. We have a growing mobile network in Australia and overseas that maps to our business development activities with mobile network operators and MVNOs. Spacetalk Mobile is operational in Australia, the U.K. and U.S., and we launched Spacetalk Mobile in Sweden and Germany early in the first quarter of FY '27. Shareholders can expect growth as we launch a compelling package for families, highly competitive handset plans with our safety app bundled for free, a strong value proposition for all families with kids with mobile devices. This will be unique in the Australian market and in Spacetalk markets internationally. New tiered pricing in the app will ensure that for those families for whom we provide the most utility, we'll have a premium tier to ensure we are able to monetize the value we are providing. This will be primarily for those parents with more than 1 kid using a mobile device. We're excited by the growth potential in the senior sector. Seniors are also grandparents and important members of the family, and a large international cohort ready for innovation. We have secured exclusive worldwide rights to valuable IP from Neuroscience Research Australia that we will embed into comparatively low-cost IoT devices that will offer AI predictive health capabilities, fall detection and access to a new B2B2C market opportunity. Our new platform unlocks all these opportunities. So to bring this together, Q3 was a stabilization quarter. The business now has the platform to scale efficiently in the future. Our focus from here is disciplined execution, converting enterprise opportunities, strengthening our telco model, improving customer experience and continuing to grow high-quality recurring revenue. We're building a software-led, hardware-enabled family safety business with a defensible niche, an expanding partner pipeline and a clear pathway to long-term shareholder value. I am confident we will show significant delivery in the coming months that will drive value for shareholders. Thank you for your continued support.

And now without further ado, let's go straight to the formal business of today's meeting. I now declare voting open, and I will provide ample notice to complete your voting prior to the close of voting. In addition to your directors attending from the Spacetalk executive team are Innocent Ndoda, CFO, and Company Secretary, Hasaka Martin. No apologies have been received for today's meeting. The Notice of the Meeting dated April 20, 2026 was made available to shareholders, and if there's no objection, I shall take the Notice of the Meeting as read. Now where a vote is required on a particular item, the valid proxies received in advance of the meeting for the proposed resolution will be shown on the screen to enable shareholders to view them as each item is considered. I will address the resolution and any questions received in respect of the resolution during each item of business. I note that as Chair, I intend to vote undirected proxies held in favor of all resolutions. Your Board recommends that you vote in favor of all resolutions. Resolution 1. The first motion before the meeting proposes the ratification of the prior issue of being Tranche 1 of the March placement. The motion is to consider and, if thought fit, to pass, the following resolution as an ordinary resolution: That for the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 15,694,712 Tranche 1 March Placement Shares to the March Placement Participants on the terms and conditions set out in the explanatory statement. The proxy details are displayed. I note that undirected proxies directed to the chair are intended to be cast in favor of this resolution. The directors unanimously recommend that shareholders vote in favor of this resolution. I will now pause for a moment to allow shareholders to lodge any written questions or comments on the online platform. Hasaka, are there any written questions in respect of this item?

No, there are none.

And do we have any verbal questions from shareholders?

No, we don't have any verbal questions from shareholders, Chair.

There being no questions, I invite you to submit your vote. [Voting]

Resolution 2. The next motion before the meeting proposes to approve the issue Tranche 2 of the March placement shares. The motion is to consider and, if thought fit, to pass, the following resolution as an ordinary resolution: That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the company to issue 75,501,955 Tranche 2 Placement Shares to the March Placement Participants on the terms and conditions set out in the explanatory statement. The proxy details are displayed. I note that undirected proxies directed to the Chair are intended to be cast in favor of the resolution. The directors unanimously recommend that shareholders vote in favor of this resolution. I will now pause for a moment to share -- to allow shareholders to lodge any written questions or comments on the online platform. Hasaka, are there any written questions in respect of this item of business?

There are no written questions, Chair.

Do we have any verbal questions from shareholders?

I have no verbal questions from shareholders.

There being no questions, I invite you to submit your vote. [Voting]

Resolution 3. The next motion before the meeting proposes to approve the issue of shares to a related party being A22 Pty Limited on the same terms as the participants in Tranche 2 of the March Placement. The motion is to consider, and if thought fit, to pass, the following resolution as an ordinary resolution: That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the company to issue 8,200,000 Shares to A22 Pty Limited on the terms and conditions set out in the explanatory statement. The proxy details are displayed. I note that undirected proxies directed to the chair are intended to be cast in favor of the resolution. The directors, with Andrew Grover abstaining, recommend that shareholders vote in favor of this resolution. I will now pause for a moment to allow shareholders to lodge any written questions or comments on the online platform. Hasaka, do we have any written questions in respect to this item of business?

There are no written questions, Chair.

And verbal?

I have no verbal questions, Chair.

There being no further questions, I invite you to submit your vote. [Voting]

Resolution 4. The next motion before the meeting proposes to approve the issue of shares to a related party being Simon Crowther on the same terms as the participants in Tranche 2 of the March Placement. The motion is to consider, and if thought fit, to pass, the following resolution as an ordinary resolution: That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the company to issue 833,333 shares to Simon Crowther or his nominee on the terms and conditions set out in the explanatory statement. The proxy details are displayed. I note that undirected proxies directed to the Chair are intended to be cast in favor of the resolution. The directors unanimously recommend that shareholders vote in favor of this resolution. I will now pause for a moment to allow for shareholders to lodge any written questions or comments on the online platform. Do we have any written questions, Hasaka?

We have no written questions, Chair.

Any verbal?

We have no verbal questions, Chair.

Thank you. There being no questions, I invite you to submit your vote. [Voting]

Resolution 5. The next motion before the meeting proposes to approve the issue of Lead Manager Options. The motion is to consider, and if thought fit, to pass, the following resolution as an ordinary resolution: That for the purposes of Listing Rule 7.1, and for all other purposes, approval is given for the company to issue 25 million Lead Manager Options exercisable at $0.085 each on or before April 8, 2029, on the terms and conditions set out in the explanatory statement. The proxy details are displayed. I note that undirected proxies directed to the Chair are intended to be cast in favor of the resolution. The directors unanimously recommend that shareholders vote in favor of the resolutions. I will now pause for a moment to allow for shareholders to lodge any written questions or comments on the online platform. Hasaka, are there any written questions in respect of this item of business?

I have no written questions, Chair.

Do we have any verbal questions?

There are no verbal questions, Chair.

There being no questions, I invite you to submit your vote. Ladies and gentlemen, please ensure that you have cast your vote on all resolutions. I will now pause to allow for you to have time to finalize those votes. [Voting]

We will publish final voting results with the ASX and on our website later today. Thank you for your attendance today. That concludes the formal business of the meeting. There being no further business, I now declare the meeting closed.