6 questions asked at Brainchip AGM

May 23, 2024

Here is the text of the 6 questions lodged at the 2024 Brainchip hybrid AGM, held in Sydney on May 21. See interesting voting results showing only 14% of voted stock wanted a second strike board spill.

Q1. Could Peter Van der Made comment on how he has found the transition from executive director to non-executive director late last year. Does he still maintain an office at the company and what are his plans in relation to his 157 million shares in the company? Is he a long term holder?

Answer: The founder didn't deal with the office questions but said he was a long term holder and had made the switch away from the CTO role smoothly. See video of exchange via Twitter.

Q2. There were big protest votes at last year's AGM including 47% against the remuneration report, 21.6% against the re-election of chairman Antonio Viana and 27% against an equity grant to the chair. What happened? Which proxy advisers recommended a vote against last year and which major shareholders followed their advice? What changes have we made as a result?

Answer: . See video of exchange via Twitter.

Q3. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 145 to 2,172 since June 2022, including 15 straight months of declines. There have already been 7 major takeovers completed this year with another 18 deals announced and in the works. The ASX is losing long standing names such as CSR, Boral, Blackmores, Alumina, Coca Cola Amatil, Sydney Airport, Invocare, OZ Minerals, Newcrest Mining, Crown Resorts and Ausnet, which have all disappeared over the past 3 years. Even Altium, one or our few AI-related listed companies, is being bought for $9 billion in cash by a Japanese company. There is a clear mis-pricing between public markets and private markets. Why are public markets not valuing ASX listed companies like ours more highly and what are we doing to avoid being gobbled up like so many other companies companies.

Answer: . See video of exchange via Twitter.

Q4. The latest annual report says we have 44,722 shareholders. Thanks for offering a hybrid AGM today so that non-Sydney shareholders can participate. However, only a tiny fraction of the shareholders will be watching the AGM live. Could you please commit to publishing a full copy of the AGM webcast online for those shareholders who missed it live. Also, when disclosing the outcome of voting today, please include the head count data, like with a scheme of arrangement, so that we can better understand retail shareholder sentiment and turnout.

Answer: . See video of exchange via Twitter.

Q5. In 2019, Treasury Wine Estates voluntarily moved to annual elections for directors in line with best practice that occurs in both the US and the UK. Dual listed companies like News Corp and Rio Tinto all do this due to the laws in the US and UK and BHP has continued doing it even after its UK DLC ended in 2021. Can the chair comment on whether our company will follow this TWE lead and move to annual elections of directors at the 2023 AGM, particularly given that we are so focused on the US market?

Answer: . See video of exchange via Twitter.

Q6. Why are we bothering to refresh our placement capacity when 15% of issued capital would involve more than 270 million shares and this proposal with LDA only involves 40 million shares. Please don't seek to refresh this capacity at future AGMs as it sends a signal that you prefer non pro-rata capital raisings when these are generally unfair to retail shareholders. Speaking of which, when are you next going to do a $30,000 share purchase plan offer to your 44,000-plus retail shareholders?

Answer: The placement component of the question was butchered but we had a decent exchange about the SPP which they claimed was too complex to pursue after an early SPP experience fell short not long after it listed. See video of exchange via Twitter.