Start, 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.
Great. 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, non-executive director, chair of the REM and NOM committee. [Zhilong Li], 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. Attending virtually is Kim Larkin, our company secretary, attending from Brisbane, and Marcus Ohm from HLB Mann Judd, our auditors. It is my understanding that a quorum is indeed present. 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 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. 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.
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 gonna field those questions, so more on that in just a bit. To ask a written question, select the messaging icon, type your question in the box toward the top of the page, and then you press the Send button.
To ask your question verbally See if I can get this to kind of play along. There we go. To ask your question verbally, click the Request to Speak button. You will be prompted to confirm your name and enter the topic of your question. Submit your details and select Join Queue to be connected. Please note that while you can submit questions or comments 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 that you 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 email or by posting responses on our website. Rest assured, we wanna 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, choose your preferred voting option. Your vote will be recorded automatically, it may be changed at any time up until the point where the poll is closed. If you experience any difficulty voting on your own device, we just ask that you wait until the meeting has concluded, and seek assistance at that point. Our share registry staff will 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 that you received upon registration.
Paul Cook 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. 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, with all that said, I'm gonna 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. All right. With all that out of the way, we are gonna move forward to the content portion of the AGM. This is being a little fickle, but we'll get through it. For this year's AGM, we're gonna have two 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.
The second presentation, as you would expect, is gonna come from Sean Hehir, our CEO. With that, Peter.
Yes, thank you, Antonio. Thank you for all here for the opportunity to present my vision and discuss my views on the BrainChip trajectory as the AI market evolves and accelerates. This is a short index of what I will be addressing. Okay. 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, before the deep learning revolution, neural networks were fragile and hand-coded. They 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 seven year journey of exploration, study, and discovery that shaped my understanding of how learning advances intelligence, which ultimately became the subject of my 2012, 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 center stage and had changed the technological landscape. To create a commercially viable product, we realized we had to unite the elegance of and efficiency of neuromorphic engineering with the 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. 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, and I quote, "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 one coherent hive mind, producing the canon together." Further in online trading, "BrainChip Akida classified a vocal shift in 71 microseconds on an AKD1000 neuromorphic chip. No GPU, no massive compute.
For context, average execution latency for retail traders is 20-50 ms. Akida's inference, or original Akida AKD1000, is 300 times faster than that. Detect a signal and execute a trade, all within a single click. Here's another example of his work. Defense faced a problem where 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 milliwatt, watt silicon, AKD1000, classify at the sensor itself, turning raw data into meaning before it even touches the network. The system runs in 5 layers, they marked here: sensor, satellite, shared storage, orchestration, and an ontology. BrainChip AKD1000 processors sit at the sensor edge. Each processor runs a trained Excuse me.
Each processor runs a trained spiking neural network purpose-built for modality. Virtual classifiers on cameras, RF classifiers on software-defined radios, a BLE classifier scanning for commercial fleet beacons, and an acoustic classifier on audio feeds. Inference runs at sub-millisecond latency on milliwatts. Making these processors 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 label, confidence score, threat score, timestamp, sensor type, and source identifier. More can be found at Kevin D. Johnson's website, kevinjohnson.org. The Akida AKD1000 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 AKD1500 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 neural 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 market. 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 progressing its own identity. Like so many others, this journey is a testament to perseverance and strategic reinvention.
Founded in 1993 as a graphics company in an already crowded field, they pivoted to gaming. Pivoted again to parallel computing. In 2006, CUDA opened the door to broader applications. 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 AUD 0.08 at one point when many doubted their future. Their 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, by what we can see ahead.
In the years 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 BrainChip 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 adoptions are accelerating. I see not just their competence, but their 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. Its 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, reflected in improved product support and a expanded product 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 AKD1500 production chip becomes available in large quantities. As we move forward, we do so with clarity, confidence, and a 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 that transformation and delivering lasting value along the way. Thank you. Now I hand off to Sean.
Good morning, everybody. Before I go to my prepared remarks, I'd like to make two 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. Stay patient for about 17 minutes. Certainly have to acknowledge Peter's comments. There's not a day here that I don't appreciate the opportunity that Peter created and the trust he's given with me to propel his vision forward. It's a responsibility I take very, very seriously. When I listen to him speak right now, it certainly struck home. 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 one year ago. The progress our team has made on our technology platform, combined with our strategic roadmap 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 worked in close partnership with our experienced board of directors to architect this roadmap 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 the 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 operation 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 new licensing deals, chip orders that demonstrate growing commercial interest in our technology. We expect this momentum to build as we continue to convert these engagements 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 in evolutionary state, but one that is 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's 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 used 2025 to lay the groundwork, 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 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 its 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 in 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-space models, the foundational architecture behind our TENNs technology, has grown substantially. Leading technology organizations have demonstrating meaningful commitment to SSMs, further validating the advantage they offer over traditional transformer models, particularly for generative AI at the edge. We've believed in this architecture for years. The industry is now catching up. We intend 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 has ever entered, space 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 GR801, the world's first neuromorphic System-on-Chip designed for space applications. This chip integrates BrainChip's Akida technology with Frontgrade's RISC processor, creating an ultra-efficient AI compute platform for autonomous space missions. This is Akida operating in the 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, a 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 was a powerful statement about the credibility and capability we have built. On the wearable front, our partnership with Onsor Technologies in Oman demonstrated some of the most compelling real-world impact we have seen from Akida to date. Onsor is developing wearable glasses that uses Akida AKD1500 chip to predict epileptic seizures in real-time on-device, running all on a single battery charge with over 95% accuracy out of the box.
This system leverages incremental learning to continually personalize its 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 co-developing 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 aerospace systems. Akameya successfully paired Akida with Prophesse Metavision event camera on a low-power drone, demonstrating the identification of distressed swimmers with greater speed and efficiency than conventional frame-based systems.
Andes Technology showcased Akida operating with its RISC-V compute environments, highlighting the applicability for other markets such as automotive, industrial, and security environments. Chelpis out of Taiwan selected BrainChip's Akida chips for industrial robotic security applications, purchasing not only an enablement package, but some Akida AKD1000 devices for qualification and deployment. This engagement extends not only to Chelpis, but its partner, a very large company called Mirle, in their development autonomous robots and industrial factory environments. We also announced a strategic collaboration with HaiLa Technologies, pairing Akida with HaiLa's BSC2000 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 requires 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 2025, we launched our developer hub alongside Meta TF 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 followed that in August with the launch of Akida Cloud, giving engineers hardware-free access to Akida 2 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 in friction, and we're seeing the results in our pipeline.
These investments reflect a 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 our launch, we received an initial order from Nex Novus for the deployment of the Neuromorphyx NeuroBlocks 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 multi-year strategic supply agreement, including an initial order of 10,000 Akida 1500 chips, manufacturing commitments, continuity of supply provisions, and tiered 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 is the kind of deep strategic commercial relationship we are building toward. It validates the Akida 1500 and production-grade solution for the defense sector and establish 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 three 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 four critical objectives. 1, 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, radar, 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 our Akida Gen I product, or Sequent as it is now known, product to market to 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 and our expanded distribution footprint in the intensified go-to-market effort. With a rapidly growing pipeline of opportunities across defense, aerospace, wearables, medicals, industrials, we are positioned to achieve meaningful revenue in 2026 and into 2027. We started the year with an important Akida licensee, EDGEAI. We announced another one just last week, and we were down selected by a critical defense contractor, for edge ASIC and chip, for, or, and chip orders as well. We expect the momentum and 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 tens-based algorithms delivering LM capability is progressing with urgency and progressing on schedule. On-device generative AI running without connectivity at 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 and module strategy, putting Akida AKD1500 in boards and boxes through distribution partners, bringing Akida-based modules to a much wider range of customers and system integrators that we can serve than we could ever serve directly in engagements alone. Digi-Key is the start. 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 continue 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, healthcare, aerospace, and beyond. As Dr. Tapson and as 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 no longer asking people to imagine what neuromorphic computing can do. We are showing them, and they're showing us.
I firmly believe that edge AI market will consolidate to 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 wanna thank you for your continued support and trust in our mission. With that, I'll turn the meeting back to our chairman.
Excellent. Thank you, Sean. Thank you, Peter. At this time, we would like to field questions with respect to the founder's 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. 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 center around revenue, but I will consolidate that into one which I think will provide the answers, and that is whether the board can outline what it expects in its one-, three-, and five-year strategy regarding deal flow and chip/IP sales.
Okay. Sean.
Yep.
I'll let you have first go with that.
Sure, sure. As part of our I think the question was around the board, but I'll answer it on behalf of the company, and Antonio can elaborate for the board. Part of our, of running a company, of course, is not only an annual budget, but is a strategic plan, and we go through that cycle. I start that process immediately after this. We have our meeting in November or December of the year. 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 timeframes which I wrote down, one in three years. 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 AUD 38 million over the next three 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've answered it.
Yep.
Kim, I'll defer to you again. Are there any other questions?
There are, Antonio. The questions are around engagements that the company has or is looking to have. One being, given that Samsung and Apple are looking to improve battery life in upcoming devices, have they assessed or ruled out BrainChip's Akida technology for low-power on-device AI amongst other advantages that it offers? If not, has BrainChip engaged with either of them to highlight these benefits? There is a further question on engagements. It asks whether BrainChip has any engagements with IBM.
I'll be as forthcoming as I can. 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 listed the first two companies, which are the most restrictive about anything they do in the market. We're just not at liberty to talk about those, any engagements we have with them, if we did or we did not.
Yeah, I, I, yeah, with respect to the named companies, yeah, we're, we're not gonna, we're not gonna comment on anything in that regard. But I think the, the question was more honing in on from a competitive standpoint. The, the interesting thing with the edge AI market today is, you know, it is dominated by traditional compute, right? You have a traditional compute, DSP technology, nifty software. A lot of AI is centered around that. You know, 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.
From a competitive standpoint, you've got a couple 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, 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 LLMs, 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. The reason that's important is from a commercial and a competitive standpoint, we can demonstrate that if you wanna 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 'cause I'm gonna do that part myself." Great. Have at it. Go do it yourself. You're more receptive to our technology 'cause you know in all of those areas we have a solution, right?
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. 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 Brereton, Chairman.
Hi, Peter.
Shareholder. Does the company have a competitor, or are there competitors in the market that you will be competing against for the product that this company makes?
Okay.
Sure. Were you here for the first session? Here.
No, I wasn't.
Okay, that's fine. This is one I could take the full AGM to talk about, but I'll try to do it as succinctly as possible. We create, at the core of this, an accelerator for people to run AI models on. That's the simplest way to describe them. 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 performant. You can look at anything that runs compute as a competition, what the industry is clearly gravitating towards is specialty hardware for these workloads, that's where we shine. You're gonna always compete about what we 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, and traditional compute is there, but you just gotta displace them, and only the companies that wanna displace, that need the higher performance will they do. Others, you know, you're gonna be complacent until their markets demand it, right? You gotta remember, people that buy us are not consumers, they're businesses, and when they're businesses that demand higher performance, certainly in a smaller footprint and a lower power, that's when they come to a company like us. Companies like us, now let's call, let's call them classic edge accelerators. Yeah, there are others out there, but we're highly confident, and we can give you a lot of data on that, of where we stand on a classic technology, bake-off, I mean, in terms of performance against power and things like that.
You gotta overcome all those competitive things, which is traditional compute. We just have, you know, those companies, and then on the, on the, let's call it classic NPU startups and smaller companies, we outperform them. It's not only, by the way, just on what I earlier 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 technologies and get your models onto it. We compete exceptionally well on all those vectors.
Okay. Any other questions in the room?
Maybe 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 wanna just, say, beat them on, you know, low power or low speed. All of those things. You gotta 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 wanna make ensure 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 gonna win, and that's how we're gonna win, position this company.
All the way in the back there. Ken?
Yes. Yeah. Okay. Hi, Peter from Geelong. I'm interested, Sean, you mentioned the AUD 38 million forecast over three years. If you can break that down to a year by year, would be great, otherwise, the question is, at what point do you believe we'll be cash flow positive?
Yeah. As part of that plan that I give to the board, it is a five year view. Of course, the board always puts out in front of me five and 10-year scenarios. We do have a plan in the future for cash flow neutrality. It's something that the board has in mind. I'm not gonna share the particular date right now, because a lot of things could happen. I don't think you want me to share that date. If we run into a tremendous opportunity, that is not the time to try to come to a cash flow neutral. You wanna invest into those markets, right? You're in a deep tech environment that Peter referenced earlier.
We have a plan, knowing where our portfolio, You know, 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. I wanna 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. Antonio, I don't know if you wanna add to that?
No, I think that was, that was well answered. Yep. Tom here.
The AI Cowboys showed what could be done by offloading inference to Akida with the Raspberry Pi for the NVIDIA Jetson Orin.
Kevin D. 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 Orin or a whatever.
for that purpose alone, reducing power while retaining performance?
Yeah, you know, again, I don't know if you were in the first session. What I love about I'm just gonna talk about the IBM gentleman more than the AI Cowboys, but I understand I've spoken to them many times. It illustrates Akida in a different light. Think about the market and where it's come from. 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 models.
Instead of thinking of Akida as a standalone incident or a standalone chip working on 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 both. Yes, do we see that? Yes, absolutely. Can I share you the, all the details? No, 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 roadmap 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 that okay for follow-ups?
Yeah.
Yeah.
Sorry. That 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 [Tech] device?
Can 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 Orin.
Right.
Is any of the technology development going to put to one side needing Raspberry Pi?
Put to one side.
Okay.
Come and help there. 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 Raspberry Pi and Jetson Nano have M.2 sockets, and that allows us to put an Akida chip into a socket on those platforms and gives people the potential to add an Akida chip to their system with very little modification. I think that addresses the need which you're identifying there.
Sorry.
This is your last one, right?
No, that's okay.
To do in abstract what the AI Cowboys are doing, you're suggesting the M.2 card doesn't require the Raspberry Pi?
That's correct. It doesn't require that as any system that has an M.2 socket we can plug an Akida chip directly into. A Jetson Nano has an M.2 socket, so that allows you to plug an Akida chip directly into the Jetson Nano. Pretty much every microcomputer system these days has M.2 sockets.
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 cause think about it this way too. If you're referencing the AI Cowboys, the benefit they saw is just what I said, specialized hardware. You could run models on other things. They were running those models, and again, I'm not gonna say anything about anybody's platform, whether it's good or bad. The minute they put our chip on an M.2, plug it in, put the model on there, it runs that much more efficiently, which is the whole value proposition for the company, right? Those models were running on those platforms that you referenced, those hardware platforms.
They put it with the card, you know, you could put it on any kinda 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 being whether the board foresees the need for capital restructuring within the next two years.
Okay. I think you cut in and out, but I think the question was, in the next two-year timeframe, do we see a need for some form of capital raise? Was that the question, Kim?
That's correct. Yes.
Okay. Ken, you wanna take first go at that?
Yeah. In the next two years, we will likely have to raise capital. We know that. 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 two 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 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.
Yeah, the only thing I wouldn't mind, just tacking onto that is, you know, one thing at the board level that we think about as well is as we've enhanced the roadmap and 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 roadmap. That could open some capital-raising capabilities. In the past, I would argue BrainChip was fairly limited, obviously, in even investigating that as an option, but now with a more enhanced, robust roadmap, that's more broad and comprehensive. Those are options that we're investigating as well. Everything is on the table. There's a question this will be the last question for this section, if that's okay.
Thank you, Antonio, Dimitri has said us again, a shareholder. Revenue related, but from a long time ago. We had the time where Mercedes-Benz, with their concept car, announced that they were involved with BrainChip. The share price went up to AUD 2.50. They said the concept car was a 2026 development. Have we And that was back, I don't know, several years ago. We're at the time, it's 2026. Have we seen any interest or revenue or from Mercedes in the development of that announcement? Question?
Yeah, similar to my earlier answer, I can't really comment on any particular customer. What I would say is there's an indication what happens in the industry too, right? A concept car to production is a long time. It's a very long time. The auto industry goes, you know, many, many years. When you're in the business that we are, we get in early and grow with them to have it. I can't comment on the particulars with Mercedes. I'm sorry.
Okay. All right. I'll let Steve sneak in. This will be the last question, then we'll move on. Question from Steve.
Thank you, Antonio.
Yeah.
I do appreciate it. For those who don't know me, my name's Steven Liebeskind. I worked with Peter in the foundation of BrainChip back in the noughties, and as we went through and went to the RTO in 2015 and certainly got heavily involved in 2016. I have been on the board of BrainChip for two and a half 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 AUD 38 million in orders over the next three 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. What I'd like to say is a few things.
Firstly, last year there was a 9 million target on bookings, Point 1, it would appear that that came to not didn't create the fruit that we were after. In fact, probably close to zero. Point 1. Point 2, 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 would be reviewed and would be offset against the value of that AUD 9 million. That's the second point. Thirdly, when we're looking at bookings, that doesn't mean timing of revenue, nor does it relate to cashflow.
If we're looking for the forthcoming three years, for 2026 to 2028, numbers could be AUD 10 million for this year, AUD 12 million for next year, and AUD 16 million for the year after that. That's, you know, very much in line with what last year was meant to be for bookings, not necessarily revenue. Of course, life can change as each year and order can go forward. My concern is, and in light of the comment made about cashflow, is that if you do a, as I said, back of the envelope number, the AUD 38 million in bookings could equate to, let's say, AUD 25 million or give or take in revenue. We do have a burn rate of AUD 20 million-AUD 25 million cash a year.
We've got AUD 30 million in the bank at the end of December last year. I could see that just on a, where we are today, without any out of left fields or bluebirds, we could be somewhere short of about AUD 30 million-AUD 50 million in cashflow by the end of that period of time. I'm And, one, and the other thing is we really haven't been identified what's happened to that AUD 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? I'm, I 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 gel well with me.
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 AUD 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 AUD 38 million booking target, Remember, that's a three year windowed target, and I will disclose that thinking about things like cashflow positivity, that sort of thing, that was not taken into consideration with respect to why that AUD 38 million target was set. 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?
We set a three year target relative to our five, seven, and 10-year plans. What do we wanna see here in the 1st three 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 gonna come in that 2nd, 3rd, and 4th year horizon yet, and how those are gonna be funded. That's still all work in progress. Steven Liebeskind, I can't fault your numbers. You've got a handle on it, and there's still work to be done.
I can tell you right now, if three years' time from now we've achieved AUD 38 million in bookings, that tells me that the investments that we've made over the last couple 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.
The other thing that I'd add, Steve, is, I'll repeat what Antonio said, your numbers are pretty good. Again, we're going to consider other types of financing, the assumption should not be that that gap will be made up strictly by equity financing. 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, we hope to beat that. That's still an aggressive, successful three years in our opinion, but it's what we hope to beat. I'll turn that over to Sean.
Probably not much more to add than that, but yes, I plan to beat that.
Ken, just to finish off, I didn't hear anybody-
Let me get Just for the benefit of the people online, Steve. Hold on just a sec. Yeah.
Sorry about that.
Yep.
Yeah, sorry. I really want to be quick just so we can move on. The last year, the comment was the AUD 9 million was a stretch. It was meant to be a stretch to put owners, et cetera, and then to have fallback. 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. To me, I am still concerned, and on behalf of all shareholders, AUD 338 million is not a big number in over three 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.
You know, if we're looking at a straight line of whether it's AUD 9 million-AUD 10 million in one year and AUD 12 million-AUD 13 million in another, it's pretty much a flatline growth. I understand where you're coming from. It is a new market. We haven't got that traction yet. What's important for us as shareholders is we've got to be aware that over the next three 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's 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.
Thank you for your comment, Steve.
Steve, I'll make 1 comment on that. First, that you may consider AUD 38 million as not significant. That is double to triple percentage annual growth. That's not insignificant. I would dispute the fact that AUD 38 million is not relevant, and it's and you know where the base is today.
If anybody had known it'd been last year, anyway, you're right.
Nope.
Okay.
Thank you, Steve. Thank you. All right, I'm gonna move to general business. Kim, if I could ask if there are additional questions on the online platform, if you could asterisk those, we will make certain that we will follow up directly on those. We're gonna 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. We're gonna 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 number 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 31st, 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, multiple questions within that question. How much money has been saved by moving from Big Four firm Ernst & Young as the external auditor to the second-tier firm, HLB Mann Judd? With a market cap of AUD 364 million, should we go back to having a Big Four audit firm, 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 $ 218 million in accumulated losses and only have net assets of $ 30 million, shouldn't we be capitalizing more expenses?
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. 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 a 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. We couldn't be happier with them. Kim, could you repeat the second part of that question?
Yep. The second part was, given that we have reported $218 million in accumulated losses and only have net assets of $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. One of the accounting principles that have come into play recently, has required us to, basically write off some of the development costs. 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 the 1500 will be, a commercially successful product. That was something that we had to recently write down.
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 number one, 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 non-binding 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. It should be stated that in the interests of good corporate governance, the BrainChip Board has chosen to abstain from 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 three. The first one being the CTO, CMO, and DDO, being executives with direct access to financial and trading information, are not classified as KMPs. Their remuneration is therefore invisible to shareholders. Who made the decision to exclude them from KMP classification, and are you confident that that classification will stand scrutiny from ASX?
Who wants to field that one? I'll let you go, Ken, first.
Yeah.
Yeah.
Yeah. Okay. Thanks for the question. The decision was a group decision. It was made by myself, the auditors, 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. It's something that we go through this every year. It may change next year. In fact, we just discussed this yesterday.
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 two other questions?
Yes, that's correct. One being that the statement being that we've had multiple big protest votes against various remuneration items in recent years. Has this been repeated to date, and which proxy advisors covered this AGM? Did any recommend a vote against any of the remuneration items, and if so, what concerns did they have?
On those 2.
Yeah, there, we did not engage with any of the proxy advisors 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. You have to hire them first. That's extortion in our viewpoint. 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. And we realize that, and we do everything we can every year to try to minimize the impact of that. It is very difficult if we want to remain competitive in California, competing against Silicon Valley and other giants in our backyard. We realize that this vote tends to go this way every year, and we know that the proxy advisors 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 two questions, or did you have a third question?
No, I did not. There is a third question.
Oh my. Okay. Please, go ahead and issue the third question.
You've introduced a new grant for incoming executives that vests purely on service with no performance required on top of RSUs and short-term incentives. The company has zero bookings. You are designing a remuneration structure that rewards people for simply being onboarded. Given the lack of commercial results, why is service-based vesting still appropriate?
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 non-performance related. A piece of the grants have a time element to it, but the bulk of it is performance hurdles.
Okay, I'll Oh, was there 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. 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." 'Cause that's what I referred to last year, too.
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'll take care of itself. I say that to my clients, too. I said, "Do a great job, do a good business, and the income will take care of itself." That's not a bad approach. Here we are talking with the general public and shareholders involved. A lot of them are currently in the red. I'd say at least 85%.
Small shareholders are in the red on the stock price, yet there's no support for it. When the directors are allocated remuneration, which is based on an AUD amount, that means they get more shares. There's, in my view, that's not alignment with shareholders, and that's the thing, one that needs to be readdressed. Perhaps future date 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 wanna reiterate Ken's comment that let's separate non-executive director stock from the employee stock. The non-executive director stock, I would like to call attention to the shareholders that for now the second year running, the directors have deferred their stocks. Okay? You've noticed over the last several AGMs, you haven't been voting on director stock 'cause, as a collective body, we heard you, and we have deferred all of our shares. That's on the director side. On the employee side, we got that message loud and clear, right? Which is why I, 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, the moment they get out of college. They expect it. If we don't give it to them, they're gonna go to the next company, and they're gonna get it, right? That's what we're competing against. It's not justification. Instead, we've taken a different approach, and our approach is now we do have a performance element tied to our stock. What we do is we say, "All right. As an employee, you're coming in.
You're gonna get X number of shares, but you'll get 150% of those shares or 175% of those shares if we meet aggressive targets. If we don't meet the targets, you're not gonna get your shares. You're only gonna get a microscopic amount of those shares. Instead of hitting that center line, we've now widened the net, right? There's performance tied to it, and if we don't, then, you know, the grant is pretty trivial. That's how we've situated the pay. Ken, I don't know if you wanna explain that.
Yeah, I wanna add two 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, RSUs and options that lapsed because we did not meet our performance goals for the year. You're gonna see that, You know, hopefully you won't see it too much longer because we hope to start hitting these performance targets. 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.
We will not be rewarded with more shares if the share price goes down, and that's something we just put in this year. Wish we had done it sooner, but we did it, and it did have a dramatic reduction on the number of shares that were issued this year to the plan.
Thank you. Thank you for that clarity. Okay. Steve.
Look, I will preface the comment I wanna make by saying that I'm aware of how the compensation plan works for the U.S., I agree, majority of what Ken had to say regarding the challenges of a U.S. company versus an Australian company, et cetera. We Antonio and I do have a bit of a disconnect on the RSUs, That's secondary. In regards to one of the questions that was raised in regards to grants and it's 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 sixth bullet point refers to initial employment grants.
New executives receive a one-time grant that typically vests in equal installments over a three-year period following the start date. I believe that's obviously relating to executives of the company, not NEDs. But more importantly, doesn't indicate any level of performance related. It's time related. I think there was a disconnect from the question and the answers. Okay?
Yeah. Yeah.
You want. Okay.
He's correct. Yeah. That's good. The new hire grant is.
It's the new hire grant.
Yeah. Yep, he's correct. Yeah.
Thank you.
Noted. Okay. If there's no further discussion, I would like to propose the resolution that, for purposes of Section 250R(2) 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 31st, 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. We will move on to Resolution number 2, where Resolution number 2 of the notice of meeting is in respect to the reelection of Mr. Peter van der Made as Director of the company.
Mr. Peter 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. Peter 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 number 2.
Antonio, there are no questions at this time.
Are there any questions here inside the Sydney venue with respect to resolution number 2? Seeing none, I would like to 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, 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. We will move to resolution number 3. Resolution number 3 relates to my reelection.
Given that, I'm gonna 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 via the platform?
Beth, 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.
Hi. Peter from Geelong. Antonio, hate to go over it, but I think it's a point of trust for your re-election, was last year was the discussion or what turned into an argument about the re-domiciling to the U.S., of which the ASX announcement clearly just stated the U.S., but you were saying otherwise. I'd like to hear your comment on that because I never heard a, you know. Perhaps I got that wrong. It was just sort of left and dropped and, my question is, my point is about trust to be the Chairman.
Thank you for the question. I'm gonna answer that in two ways. A lot of that conversation was with Tom, who's here in the room, and I had a fair deal of follow-up with Tom after that. Rallied a lot of people in terms of making clear what I tried to get across. That is there's obviously no disagreement that the announcement made reference to the United States in terms of the re-domiciling, 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. As part of that process, we're gonna investigate everything, right.
We're gonna investigate not just the U.S., but we're gonna investigate the idea of re-domiciling across the board. A lot of it was not with the intention of re-domiciling. When you're thinking about your 3, your five, your 10-year plans, you know, 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 'cause we don't have other global listings tied to our company? 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 re-domiciling, was that we were investigating everything.
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, 'cause it is a very leaky industry. 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.
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 the CEO, and as you've seen the direction that, you know, 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 genuine interest and every shareholder's 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. With that, I'm gonna pull as much information as I possibly can from as many different sources, and that was the spirit behind that exercise.
In terms of how that was communicated at last year's AGM, was I at my best? No. I've 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 gonna investigate everything as part of that process. I didn't handle that well, and I've learned my lesson. I think, you know, when I look at my career, some of the best things I've done in my career probably stem from mistakes I made five to seven years earlier, and I think that's one. Thank you for the question.
Oh, Steve has a question.
There's one question I've really got for Kim. I've 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.
Steven Liebeskind, I can confirm there are some questions that weren't addressed in the agenda section of the meeting. As Antonio said, they will be addressed after the meeting. But the questions and how we manage the questions is per the Chairman's earlier remark.
I don't know.
Kim? Kim, is this due to time? I'm assuming we were just ran out of time for that res, right? I don't see Kim.
Sorry, Kim, the question, 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 Antonio had moved on to another matter. In some instances, the questions have come through to me after that particular item of business had closed.
Okay.
Can we review that at some point afterwards? Because I've just been receiving notes that there's been questions in there that haven't been asked, so.
Okay. 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 re-election, be re-elected 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. I will pass the chair back to Mr. Viana.
Thank you. Right. At this time, I would 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, Antonio, we do have one question. In November 2025, at the cap raise, we provided shares to an institution that then sold the shares to a company who has been actively shorting BRN. As of 12 November, short positions were 1.37 million. JPMorgan Chase became a substantial holder on the 17th of November due to this purchase of 46 million shares at AUD 0.08 per share. As of the 17 November, short positions were still 91 million, a difference of 48 million from the 12 November. Are our management aware of this?
Kim, I'm gonna let you field that. The question was, are we aware?
Yeah. I don't know that we are aware of it. We have speculated on that, but we have not been able to verify that. That's all I can tell you at this time.
Kim, are there any other questions on the online platform?
Antonio, 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 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 at 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.
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 interests 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 awards for two consecutive years, approximately AUD 270,000 per director. The report says you will not seek approval at the 2026 AGM. It does not say these awards will be permanently forfeited. Will they be permanently forfeited, or will shareholders be asked to approve them at the 2027 AGM instead, years in which the company produced nothing?
Okay, that's a fair question. The answer is that decision has not been made at this time.
Antonio, I do, there's one further question that's just came, if I may. Zero bookings and zero appreciation of share price. Shareholders are sitting on catastrophic losses lately, yet non-executive director equity keeps growing. At what point does the Board accept that this is not aligned to shareholder interest or value, but a simple is facing full entitlement?
Can you catch the back half of that? Kim, can you give me the back half of that question again?
It says, "At what point does the Board accept that this is not aligned to shareholder interests or value, but is a simple entitlement?
I think that kinda 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, you know, what would be a NED grant which is in alignment with the global compensation models that we've put in place for the company. Now, the NEDs on their own, though, have made the decision that, you know, 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, obviously, as the company, you know, starts performing, those shares are gonna come due for the employees.
I can speak for the entire board, I really hope those employees get every one of those shares, because that means the company's, you know, 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 ASX 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 in respect to this resolution at this time. We will now move to resolution 6.
Apologies if you notice I'm kinda picking up the tempo here as I realize we are running quite long on time. Resolution six 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 interests of good corporate governance, abstain 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 two, Antonio. This resolution proposes a further RSU award to the CEO, a CEO who delivered zero bookings last year against his target. For clarity, 2.5 million RSUs previously approved carry no performance criteria whatsoever. They vest on 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 how awarding a CEO who achieved zero bookings with nearly 4.5 million shares across two years is consistent with the interest of shareholders?
We went through an incredibly exhaustive exercise over the last several years with respect to not just CEO compensation, but executive compensation, all the way through to just, you know, 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 a incentive plan that obviously rewards performance, but also one that meets the global standards for what talent costs. You know, I think I can speak for the entire board. We've gone through this exercise extensively. I wanna 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, you know, 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. 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, it is expensive. 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 wanna be an outlier, we don't wanna overpay, but we don't wanna underpay, and we have to find that sweet 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. 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. 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, you know, our compensation models? If we're checking those boxes, we're doing our job. That's our approach, and that's how we do it.
I hope I'm answering that question, 'cause I know there's a lot of questions always about that. You know, we've used Compensia in the past, we used Radford in the past, we've used. Korn Ferry in the past. Thank you, Pia. you know, 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. 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, Antonio. The next question And there has been a couple more come in, so bear with me. The next question is that at 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. One of these is incorrect. Can you please confirm for shareholders which definition applies to Resolution 6?
So-
There's a second part to that, which I'll read as the second question, Antonio.
Please.
It says, "Please confirm if the gross definition was used for the 52% STI achievement in 2024 rather than the net definition used at that AGM. If STI payments were made on incorrect figures, will the board commit to an independent review of that calculation?
Okay, let me start with Ken, do you wanna field the ACV versus the previous definition? Do you wanna field that one or how do you wanna 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 for shareholders which definition applies to Resolution 6.
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 that contract has said customer paying us, I don't know, AUD 3 million, right? 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, so the net effect of that deal is a AUD 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 AUD 3 million were to come due in the present year, and the liability of AUD 1 million is there, the ACV is AUD 2 million, and that's all you would take, and that would be the booking. I don't necessarily agree with the premise of the question that they're any different. A 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 gonna come down. We're pretty consistent with that, I don't necessarily understand there being a discrepancy there. I'm happy to field a question offline if the shareholder requires more clarity on that.
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, isn't it?
Last year.
It was last year. Kim, can you read the last part of that question again? Oh, did we lose Kim? Kim, are you there?
Sorry. Apologies.
That's okay.
Please confirm if the gross definition was used for the 52% STI achievement in 2024 rather than the net definition used at the AGM.
Got it.
If the STI payments were made on incorrect figures, will the board commit to an independent review of that calculation?
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 kinda suggesting there really wasn't. It's the same thing. We're comfortable in the 52%, I'll let you clarify.
Yeah, 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. 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 approve LTI grants to the CEO, potentially 7.5 million shares. The performance target he must achieve to earn those shares is marked confidential. You are asking shareholders to vote on equity, sorry, executive equity without telling them what performance it rewards. On what basis is that consistent with transparent governance? You disclosed an AUD 9 million booking target last year. Why were you not disclose the yearly targets for the next three years?
Okay. Ken, I'll let you. I mean, do you wanna 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. Right now we feel that the three year plan is adequate. We will reconsider that in the future. For the time being, we're comfortable with what we've disclosed.
Ken, I'm gonna 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. I do appreciate that you've confirmed.
what you said last year. You're very close to last year's example in that if, last year you used a AUD 2 million of revenue.
I'm wrapping up expectations, Steven.
AUD 1.8 million of cost, therefore AUD 200,000.
Yeah.
Very close example. Certainly, and in regards to if Ken says, and I, that they actually did take the net value of the transaction.
rather than the gross value, I'm happy to take his word for it.
Yeah.
Okay?
I can give a really, a Silicon-y example if you'd want a Silicon example, right? There are Silicon aggregators that are out in the marketplace. One of the most popular ones would be like an outfit like, say, a Global Unichip, 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 AUD 3 million. As part of doing that deal with a Silicon aggregator, they have access to Silicon runs at, in Global Unichip's case, that would be TSMC.
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 kinda do a quasi quid pro quo in the deal. That would not be uncommon. If the value of the silicon that they're giving back to you is, say, AUD 750,000, I'll use that example, and the initial IP that you're giving them is AUD 3 million, from my vantage point, the booking is AUD 2.25 million. That's the booking, right? That's how you would. By the way, you would comp your salespeople. Sorry, I'm gonna sound like a sales guy now. You would comp your sales guy based on that, is how you would do it.
Now ACV versus TCV gets a little bit different because that gets into revenue recognition models and whether, you know, let's say you do a three year subscription, and do you have to amortize the recognition of that revenue over an extended period of time? That's a whole different kettle. 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 AUD 2.25 million booking.
The example used from last year was primarily focused on, was it Frontgrade?
Yeah.
Where it was a AUD 1.8 million transaction, AUD 800,000 went to Raytheon, so there was a AUD 1 million net figure.
or any other costs. In the 2025 annual accounts, there was AUD 1.8 million in revenue, cost of sales of AUD 1.6 million, so AUD 200 gross margin. But the relevance is, as long as you're saying that any compensation would relate to AUD 1 million for Frontgrade as opposed to AUD 1.8 million, I'll take your word.
Yeah.
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.
You agree that it was taken at $1 million?
It's, we did not have any netting or offsetting against revenue from the Air Force. We had subcontractor costs. That's cost of sales. There's no need to offset revenue against that. That's just like any other cost of goods.
No.
Yeah.
Sorry. That was the specific question last year about Frontgrade. The question last year was, had emphasis or specific relationship to the Frontgrade AUD 1.8 million and the AUD 800,000.
Right.
worth of that 0.1. What you're saying is if you manufacture a chip that's cost of sales, the margin on a chip might be 40%, so we're not asking 60% of that to be drawn back. Certainly when it comes to a situation like Frontgrade, the value of that order was AUD 1 million.
Right
not 1.8.
Let me.
My view.
I got it. Let me dig us out of the weeds here, okay? With respect to bookings are customer to customer, right? You do a booking with said customer. It has an AUD value associated with it. If there's any financial stipulation on that value relative to that booking because of that contract, that is always offset, okay? What we don't do is say if we do an AUD 2 million booking with somebody for some said product, we don't go back and say, "Well, our cost of engineering is this, so we are gonna lower the booking by that value." We wouldn't do something like that, clearly, right?
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 really wanna hammer home and make clear.
We are on the same page?
We are on the same page. If I'm understanding you correctly, we're on the same page.
I, because I don't think that's the question that was asked.
I'm ha-
Take it offline.
I'll happily address that offline if we need to.
Okay.
All right. I'm gonna move us forward 'cause 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, there are no other questions on Resolution 6.
I now propose, Yes, sorry, I've got a little typo here. I now propose the 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, 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.
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 with partial takeover, with this, with interested companies to date, and given the share price exceeded AUD 2, will this be taken into account as a convincing share price for any partial takeover?
I don't know how to answer that question. Kim, can you ask that one more time?
The question is, in relation to a partial takeover, has the company thought of this with any interested companies to date, given the share price exceeded AUD 2 in the past, will this be taken into account as a convincing share price?
I don't see how we answer that question. Geoff, you wanna have a go at that?
Can you state the question again?
Yeah. I, that's kind of, I.
I'll have a crack at answering that. I think the company's always open. We, you know, we are continually looking at all strategic options. There are none at the moment that are front of mind. When it comes to considering how we would approach takeovers, whether proportional or otherwise, 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.
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, yeah, what's in front of us, namely market conditions, what we've got going, and the possible outcome that we can achieve with a deal presented to us. I don't think we can take into account where the share price has been in the past.
Thanks, Geoff. That's kind of my, kind of how I was going to answer the question, in that I don't think we would just look at what's in front of us. I appreciate you, Geoff. Thank you so much. Are there any other questions in the room? Did 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 136(2) and Section 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 three 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. 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 Larkin, I will ask you, are there any questions on the online platform with respect to Resolution 8?
Antonio, 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. If there's no further discussion, I'd like to propose the following resolution: that, 1, an extraordinary general meeting of the company, spill meeting, be held within 90 days of the passing of said resolution.
All of the non-executive directors in the office when the board resolution to approve the director's report for the financial year ended December 31st, 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. I will ask that you please mark your voting cards in respect to this resolution. 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've run out of time. I extend my apologies to those people who didn't get their questions answered. 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 cast your vote on all resolutions. I'm gonna pause for a couple minutes here to make certain that everyone gets their votes in.
I'd like to remind everyone that as soon as I close 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. 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 am 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, 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. I now call the meeting to a close. Thank you. Good day.