BRN Ann: Annual General Meeting - Notice of Meeting - 20th Apr 2022, 8:28am

[annb0t]

BRN Ann: Annual General Meeting - Notice of Meeting
Price Sensitive: N
Date: 20th Apr 2022, 8:28am

>>> Read announcement: Google: BRN Market Announcements

 

[Terroni2105]

what does it mean "having been nominated by a shareholder"?

 

[Terroni2105]

what does it mean "having been nominated by a shareholder"?

View attachment 4586

just found this bit, this might be the answer

 

[thelittleshort]

Note to self: become a Non-Executive Director

 

[Terroni2105]

Note to self: become a Non-Executive Director

View attachment 4589

Yeh I'm not sure about this one. What are they doing to progress the cause / face of BrainChip? I often see Pia give likes to things on LinkedIn, none of which are remotely related to BrainChip or AI tech.

Is anyone able to enlighten me on this so I can make an informed decision.

 

[Fact Finder]

Yeh I'm not sure about this one. What are they doing to progress the cause / face of BrainChip? I often see Pia give likes to things on LinkedIn, none of which are remotely related to BrainChip or AI tech.

Is anyone able to enlighten me on this so I can make an informed decision.

You know this is the total amount for all directors not a maximum of 700,000 for each director? FF

 

[Terroni2105]

You know this is the total amount for all directors not a maximum of 700,000 for each director? FF

No i didn't click to that, thanks FF.

 

[Fact Finder]

No i didn't click to that, thanks FF.

Not a problem. That is the beauty of being here we can both ask these questions without fear of being attacked.

The conflict model even without the trolls and thieves has nothing to commend it.

My rock solid view no research required
FF

AKIDA BALLISTA

 

[thelittleshort]

Not a problem. That is the beauty of being here we can both ask these questions without fear of being attacked.

The conflict model even without the trolls and thieves has nothing to commend it.

My rock solid view no research required
FF

AKIDA BALLISTA

 

[Fox151]

Yeh I'm not sure about this one. What are they doing to progress the cause / face of BrainChip? I often see Pia give likes to things on LinkedIn, none of which are remotely related to BrainChip or AI tech.

Is anyone able to enlighten me on this so I can make an informed decision.

I'm curious as to what value she brings? I'm yet to hear any, other than being our diversity choice to satisfy the agendas of large investors...?

 

[Fact Finder]

I'm curious as to what value she brings? I'm yet to hear any, other than being our diversity choice to satisfy the agendas of large investors...?

I suppose I will play the Devil’s Advocate and say at least this is a known tangible value but what have the male Board members brought that is tangible?

This is a serious question by the way.

We know Peter van der Made is doing an amazing/unbelievable job in his Chief Technical Officer role and also as Acting CEO but what do we actually know he has done or not done in his role as a Director.

The CEO Sean Hehir is doing a solid job of being CEO but the same story what has he done as a Director.

I could go on but the point is shareholders if they are lucky see Directors once a year at the AGM. As a rule only the Chair will speak at the meeting.

Directors if they are doing their job will attend Board meetings in person or remotely. Discuss issues and vote on how the company is run.

Shareholders do not see the meetings so they never know who has swayed the other Directors too or away from making a horrible decision. All shareholders see is the decisions of the Board.

So as I say what is it specifically have you seen any other male Board member do that justifies them being on the Board?

If a Board is performing they are all responsible.

If a Board is underperforming they are all responsible.

That is why they say “the Board has decided” or “approved by the Board.”

My opinion only DYOR
FF

AKIDA BALLISTA

 

[White Horse]

Don't you just love a bit of light reading in the morning.

I would have thought that Performance Rights are a REWARD for performance, not an INCENTIVE.

If any of our Directors or any other person responsible for the running and performance of the company don't have Incentive, then they shouldn't be there.

Other general terms of the Restricted Stock Units and Performance Rights
If this Resolution is approved, it is intended that the Restricted Stock Units and Performance
Rights will be issued within 5 days after the Annual General Meeting, but in any event will be
issued no later than 3 years after the Annual General Meeting. If this Resolution is not
approved, no Restricted Stock Units will be issued to Sean Hehir or Peter van der Made.
All Directors are entitled to participate in the Equity Incentive Plan.
The Restricted Stock Units and Performance Rights will be issued to Sean Hehir and Peter
van der Made for nil consideration.
For the purposes of Listing Rule 10.15.2, both Sean Hehir and Peter van der Made fall under
category 10.14.1 of the Listing Rules, as they are current Directors of the Company.

28
For the purposes of Listing Rule 10.15.6, the Company proposes to issue Restricted Stock
Units and Performance Rights to Sean Hehir and Peter van der Made (as opposed to fully paid
ordinary securities) for the following reasons:
(c) Restricted Stock Units and Performance Rights are designed to incentivise Directors,
and
(d) equity based incentives assist in the alignment of Shareholders and Directors’
interests.
Neither Sean Hehir nor Peter van der Made have received securities under the Equity
Incentive Plan previously.
There are no loan arrangements with Sean Hehir or Peter van der Made in respect of the
Restricted Stock Units or Performance Rights the subject of these Resolutions

 

[Fact Finder]

I suppose I will play the Devil’s Advocate and say at least this is a known tangible value but what have the male Board members brought that is tangible?

This is a serious question by the way.

We know Peter van der May is doing an amazing/unbelievable job in his Chief Technical Officer role and also as Acting CEO but what do we actually know he has done or not done in his role as a Director.

The CEO Sean Hehir is doing a solid job of being CEO but the same story what has he done as a Director.

I could go on but the point is shareholders if they are lucky see Directors once a year at the AGM. As a rule only the Chair will speak at the meeting.

Directors if they are doing their job will attend Board meetings in person or remotely. Discuss issues and vote on how the company is run.

Shareholders do not see the meetings so they never know who has swayed the other Directors too or away from making a horrible decision. All shareholders see is the decisions of the Board.

So as I say what is it specifically have you seen any other male Board member do that justifies them being on the Board?

If a Board is performing they are all responsible.

If a Board is underperforming they are all responsible.

That is why they say “the Board has decided” or “approved by the Board.”

My opinion only DYOR
FF

AKIDA BALLISTA

In my mind this leads on to the real question has the Board performed in the last 12 months:

1. The Board facilitated the MegaChips IP licence;

2. The Board found and appointed Sean Hehir;

3. The Board agreed to the appointment of Jerome Nadel;

4. The Board agreed to the timing of the LDA Capital call being made at $1.65 approximately which has been a strategic brainstorm;

5. The Board agreed to and approved the new larger office space in the USA;

6. The Board agreed to the manufacture of the Boards, their sale price and market timing;

7. The Board agreed to the upgrade of the OTC listing in the USA;

8. The Board agreed to the focusing of efforts in Germany to raise Brainchips profile for some months in advance of the Mercedes Benz reveal leading to considerable uptake by German retail and institutional investors;

9. The Board agreed to bringing the Indian contract workers onto staff as Brainchip employees;

10. The Board agreed the need for a full time Investor Relations position and the appointment of Tony Dawe;

Anyway these are a few Board achievements in my mind.

What negative decisions has the Board made?

My opinion only DYOR
FF

AKIDA BALLISTA

 

[SharesForBrekky]

I suppose I will play the Devil’s Advocate and say at least this is a known tangible value but what have the male Board members brought that is tangible?

This is a serious question by the way.

We know Peter van der May is doing an amazing/unbelievable job in his Chief Technical Officer role and also as Acting CEO but what do we actually know he has done or not done in his role as a Director.

The CEO Sean Hehir is doing a solid job of being CEO but the same story what has he done as a Director.

I could go on but the point is shareholders if they are lucky see Directors once a year at the AGM. As a rule only the Chair will speak at the meeting.

Directors if they are doing their job will attend Board meetings in person or remotely. Discuss issues and vote on how the company is run.

Shareholders do not see the meetings so they never know who has swayed the other Directors too or away from making a horrible decision. All shareholders see is the decisions of the Board.

So as I say what is it specifically have you seen any other male Board member do that justifies them being on the Board?

If a Board is performing they are all responsible.

If a Board is underperforming they are all responsible.

That is why they say “the Board has decided” or “approved by the Board.”

My opinion only DYOR
FF

AKIDA BALLISTA

Hey FF, you mentioned Peter van der May here. Are you giving us a sign of something coming up next month, where PVDM will always be remembered as Peter van der May.

Haha, just being silly but hey you never know

 

[Fact Finder]

Hey FF, you mentioned Peter van der May here. Are you giving us a sign of something coming up next month, where PVDM will always be remembered as Peter van der May.

Haha, just being silly but hey you never know

Thank goodness for Edit. All better now. FF

 

[Justchilln]

So can we attend in person?

 

[Fact Finder]

So can we attend in person?

Yes in Sydney this year the address etc; is at the beginning of todays announcement. FF

 

[out_ales]

As a result of the Capital Call Notice and in accordance with the Put Option Agreement cash consideration for a total of $22,405,136 was received for 15,000,000 Shares being approximately $1.49 per share.

long gone the regal days - music to my ears we have a very very long runway

 

[Fact Finder]

As a result of the Capital Call Notice and in accordance with the Put Option Agreement cash consideration for a total of $22,405,136 was received for 15,000,000 Shares being approximately $1.49 per share.

long gone the regal days - music to my ears we have a very very long runway

And the next draw down can be delayed until December, 2023 when on how I read things the shares will be valued well north of here. The higher the share value the fewer shares need to be spent to meet the call. At about $3.00 - 7.5 million shares will net another $22 million for a shareholder dilution of less than half of one percent of the shares on issue.

My opinion only DYOR
FF

AKIDA BALLISTA

 

[White Horse]

Don't you just love a bit of light reading in the morning.

If any of our Directors or any other person responsible for the running and performance of the company don't have Incentive, then they shouldn't be there.

Other general terms of the Restricted Stock Units and Performance Rights
If this Resolution is approved, it is intended that the Restricted Stock Units and Performance
Rights will be issued within 5 days after the Annual General Meeting, but in any event will be
issued no later than 3 years after the Annual General Meeting. If this Resolution is not
approved, no Restricted Stock Units will be issued to Sean Hehir or Peter van der Made.
All Directors are entitled to participate in the Equity Incentive Plan.
The Restricted Stock Units and Performance Rights will be issued to Sean Hehir and Peter
van der Made for nil consideration.
For the purposes of Listing Rule 10.15.2, both Sean Hehir and Peter van der Made fall under
category 10.14.1 of the Listing Rules, as they are current Directors of the Company.

28
For the purposes of Listing Rule 10.15.6, the Company proposes to issue Restricted Stock
Units and Performance Rights to Sean Hehir and Peter van der Made (as opposed to fully paid
ordinary securities) for the following reasons:
(c) Restricted Stock Units and Performance Rights are designed to incentivise Directors,
and
(d) equity based incentives assist in the alignment of Shareholders and Directors’
interests.
Neither Sean Hehir nor Peter van der Made have received securities under the Equity
Incentive Plan previously.
There are no loan arrangements with Sean Hehir or Peter van der Made in respect of the
Restricted Stock Units or Performance Rights the subject of these Resolutions

I got a bit carried away today, and sent my whinge of to Tony Dawe.
He came straight back with a quite insightful reply.

Hi John,
Thank you for your feedback.

The words “rewards” and “incentives” do have separate meanings and I can understand your frustration with how this is expressed in the Notice of Meeting.

It is accurate to say that performance rights are linked to the achievement of performance hurdles, and this is where we have a range of targets.

The award of performance rights is directly linked to the achievements of certain individual, group and company-wide targets, so they are weighted towards the “stretch” targets, and this is the incentive element of the scheme.

The whole company, and our shareholders, will benefit from having all employees focused on achieving these targets, and being incentivised to achieve our stretch targets.

Tony Dawe
Manager, Investor Relations

"I'm impressed." I look forward to meeting him at the AGM.