Ann: Annual General Meeting Notice of Meeting and Director Letter, page-3

Here's a summary of the BrainChip Holdings Ltd (BRN) 2025 AGM Notice and Explanatory Memorandum:

Annual General Meeting Details

• Date: 6 May 2025 at 11:00am (AEST)

• Location: Thomas Keneally Room, Level 2, 30 Pitt Street, Sydney + online via Lumi AGM tech

• Shareholders can attend in person or participate electronically, vote, and ask questions.

Key Items for Shareholder Consideration

Resolution 1: Remuneration Report

• Non-binding vote to adopt the 2024 Remuneration Report.

• 2024 STI (Short Term Incentive) payout was only 52% due to missed bookings targets.

• Future long-term incentives tied to tough 3-year performance goals.

• Aim: Align pay with shareholder value and attract global talent.

Resolution 2: Re-election of Geoffrey Carrick

• Non-executive director; Chair of Audit & Risk.

• Board recommends voting in favour.

Resolution 3: Re-election of Duy-Loan Le

• Non-executive director with significant global tech experience.

• Board recommends voting in favour.

Resolution 4: Ratification of 40M Share Issue

• Shares issued to LDA Capital under a revised Put Option Agreement.

• Ensures BRN maintains placement capacity.

• Board recommends voting in favour.

Resolution 5: Grant of 7.5M RSUs to CEO Sean Hehir

• Equity-based reward tied to long-term performance goals through 2028.

• Estimated value: AUD ~$1.5 million depending on performance and share price.

• Board abstains from recommendation (due to governance best practices).

Resolution 6: Election of Self-Nominated Director (Steven Liebeskind)

• Former BRN NED and co-founder.

• Board does not support the nomination, citing existing board diversity and suitability.

Remuneration Overview

• CEO Sean Hehir: USD 450,000 salary + up to 100% STI + RSUs.

• NEDs have deferred issuance of shares for 2025 pending 2026 AGM approval.

• Compensation strategy compares practices across Australia, US, France, and India.

Put Option Agreement Highlights

• Revised agreement with LDA Capital boosts capital access to AUD $140 million.

• BRN must draw AUD $20 million by 30 June 2026.

• Share issue price tied to VWAP (volume-weighted average price), subject to minimum price.

Voting & Participation

• All resolutions will be decided by poll (not show of hands).

• Shareholders encouraged to vote via Lumi platform or submit a proxy form by 4 May 2025.

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