BrainChip : Annual General Meeting Address and Presentation

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ASX Announcement

BrainChip - Annual General Meeting CEO and Chairman's Address

Sydney 24 May 2022: BrainChip Holdings Ltd (ASX:BRN), appends the Chairman's address, Chief Executive Officer's address and presentation to the Annual General Meeting, in accordance with the ASX Listing Rules.

This announcement is authorised for release by the BRN Board of Directors.

About BrainChip Holdings Ltd (ASX:BRN)

BrainChip is a global technology company that is producing a groundbreaking neuromorphic processor that brings artificial intelligence to the edge in a way that is beyond the capabilities of other products. The chip is high performance, small, ultra- low power and enables a wide array of edge capabilities that include on-chip training, learning and inference. The event-based neural network processor is inspired by the spiking nature of the human brain and is implemented in an industry standard digital process. By mimicking brain processing BrainChip has pioneered a processing architecture, called Akida™, which is both scalable and flexible to address the requirements in edge devices. At the edge, sensor inputs are analyzed at the point of acquisition rather than through transmission via the cloud to a data center. Akida is designed to provide a complete ultra-low power and fast AI Edge Network for vision, audio, olfactory and smart

transducer applications. The reduction in system latency provides faster response and a more power efficient system that can reduce the large carbon footprint of data centers.

Company Contact:

Kim Clark

Company Secretary

Ph: [phone]

Email:[e-mail]

______________________________________________________________________________

BrainChip Holdings Ltd

ACN 151 159 812

Level 12 225 George St Sydney NSW 2000

T: [phone] I F: [phone] I W: www.brainchipinc.com

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Chairman's Address

At this point in the meeting we have the Chairman's Address and the CEO Presentation. I will start off first…

As is customary, I will remind everyone of our guidance on Forward Looking Statements…

My presentation will be brief, I mostly want to focus on my role, my approach and my commitment to the shareholders.

So, since this is my first address to you all, I feel a bit of a personal introduction is in order….

I lived most of my early/youth life in central region of California. I was born in New York as I am the son of Portuguese immigrants who fled from Portugal to NY before the rise of Salazar. But once my parents got a taste of US Northeast winter, in particular the Blizzard of 1974, they went west. I got my Bachelor's degree in Industrial and Systems Engineering at California Polytechnic San Luis Obispo. I must admit it took me all of maybe 60 days of my first quarter at Cal Poly to come to the conclusion that I would not design a damn thing. However, I loved studying engineering. But it was clear that I would fall to the commercial side of technology and my engineering degree would help me in "speaking engineer". This is a trait I have leaned on my entire career. In fact, when I am asked to speak at high school events, I always remind students if you are debating between engineering and business - choose engineering….it is far easier to move from engineering to business

than the opposite later in life.

After completing my senior project with Hughes Aircraft. I started my career working on next generation SRAM as it related to next generation high performance MIPS processors at Silicon Graphics. Fast forward to the late 1990s, I joined ARM Holdings. ARM would indeed prove to be the cornerstone of my career. I started as the North American Director of Development Systems - this product line covered compilers, linkers, debuggers - the software suites necessary to generate ARM code….from

there I launched a new Business Unit at ARM called the ARM Foundry Program - a per use licensing model for ARM cores….and eventually because a member of the

exec team and board…most notably I served as the President and EVP of Commercial and Global Development. I helped take a pre-IPOmulti-million dollar business in the late 90s and turn it into a multi-billion dollar, revenue generating company. ARM was, and still is, the de-facto standard in tech IP, let alone microprocessors. Being with ARM, I have had the benefit of positioning ARM IP into every silicon player on the planet. After a fantastic run, the perfect combination of luck and skill, I put aside the 300K miles a year I was travelling and I retired from ARM HOLDINGS in late 2015 right as the SoftBank acquisition talks started.

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When I left ARM, I was asked to join the board of Arteris, a leading SOC System IP provider. I continue to serve on their board today. Arteris successfully launched its IPO last October on Nasdaq. I sit on all committees with Arteris and I chair the Nominations and Governance Committee. Prior to coming to BrainChip, I was the Executive Chair of QuantalRF, a front-end RF solutions provider based in San Diego. I relinquished that role shortly after I came to Brainchip. I had been with QuantalRF for 5 yrs / 2 elections.

So, why did I come to BrainChip? …. the answer is incredibly simple - the people

and the opportunity.

I have known Anil Mankar, our CDO, for a long time. The 2 of us are grizzly, seasoned industry veterans. When Anil challenged to me in early 2021 to look at BrainChip, I already knew that something material was there - Anil wouldn't be there if there wasn't a play. Anil explained to me the ups and downs the company has gone through with respect to the development phase of the base technology…and the challenges they were facing going into commercialization. Additionally, there were plenty of corporate issues to sort out. It sounded like a challenge that was a great fit for me…and one where I felt I could significantly contribute.

After later meeting Dr. Van der Made and Ken Scarince, and knowing others at BrainChip, I was sold on the personnel. Lots of work to do, but the core personnel was certainly there.

For those who know the tech space, there is nothing better in tech than being on the front end of disruptive technology introduction. It is indeed what makes working in technology great. Atari experienced it with gaming. Motorola with pagers. Nokia/TI/Qualcomm with cell phones, ARM with microprocessor IP … there are many examples.

Neuromorphic processors coupled with edge based AI is yet another disruptive force coming onto to the market. The question isn't if….the question is howfast

neuromorphic processors will take sizable market share.

There are countless examples of how "brain-like" processors can re-tool and re-think approaches to product development. One example I have in mind is security cameras - with modern home security systems, IR detects movement, turns the camera on…alerts you to some form of movement….to which you then use WiFi to

look at videos/images to figure out if it is a person, a cat, a wolf or an alien … Where neuromorphic processing can come in would be a security camera that is "smart enough" to know what is causing the movement….and not just send an alert that

says "something" is in the frame….but instead says "it is a dog", "it is a human"…and

even better, to know who that human is.."run away your spouse's family just showed up!"…..this example is just a simple one….but it is real…the opportunities for

neuromorphic processing are endless and indeed needed.

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I am honored and humbled to be serving a Chairman. As Chairman, my commitment to the shareholders is straight forward…. BrainChip will always push

forward with an intensity that is critical every global tech company has. The board will expect the employees and exec team of BrainChip to always be on the gas pedal, always be on the front foot.

We will do things right. The board will except nothing else. In my very short time here, we have had to correct a fair number of things…and we will continue to do so. If, in the course of doing things right, it becomes necessary to take a step to the side to course correct - we will do so. Recognizing the need to course correct sometimes is a critical part of pushing forward.

Pia, Geoff and I…along with any new NED, will do our part in culture shaping by demanding integrity at all levels and with all actions. There is simply no other way.

Lastly, I firmly believe that proper corporate structure and processes are the cornerstones to always being in control of one's business…..this is a mantra I intend

to instill constantly and at nauseum on BrainChip.

Finally, I would like to end my address on how I personally tend to lead corporate boards…

It starts with constant guidance. I want all board members of BRN to constantly tap into their experiences to help guide the company. Sure, we have our regular fiduciary and governance responsibilities, but we should do more. By doing so, we can ensure the company has all options at its disposal when making decisions. I expect the board to hold the company accountable to ensure every avenue was explored and evaluated when setting course on anything - whether it be roadmap, financial or commercial decisions.

Given the complexity of IP integration, and everything that our customers have to consider when deciding to make an IP acquisition, decisions made by BrainChip must take into consideration all angles and all paths.

I, personally, will always challenge the company to strike the right balance between technology, timing and the corresponding deployment strategy. Let me stress - these are not simply words…this is real….

Some examples to consider are Bluetooth companies of the late 90s and the VHS/Beta battles of the late 70s/early80s.

With Bluetooth of the late 90s, the lesson learned was being first doesn't necessarily mean you win…. When I was at ARM, I sold licenses to the 1st 3 Bluetooth players to

reach the market with proven silicon….all 3 companies either folded or were bought

out. These early players focused so hard on their solutions, they forgot about ecosystem development and integration concerns … this led to delays in adoption

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and opened the door for late comers with more robust total solutions to win the market. There is no question that BT was (and is) a complete game changing technology that finds itself truly everywhere today….but it wasn't a financial winner

for the early players.

As for VHS vs BetaMax….this is a lesson in how the "best" technology sometimes

doesn't win. Sony had the better solution with BetaMax….it was smaller, cheaper,

equivalent in quality (if not better) to VHS…and its machines were smaller and easier to manufacture….how did they lose to VHS who would became the world

standard? Well, VHS won over all the film production companies by signing exclusive deals. This in essence captured the market. Sony focused on everything except the film production houses.

Moral of the story : There are always multiple angles to tech beyond just the technology….as a board, I expect we will always press and challenge the company

on this. One method to address this is to ensure BrainChip is constantly listening to our partners and industry at large . We should never allow ourselves to think we know more than the space we serve.

My final thought before handing off to Sean….yes, we are an Australian company

and we should be very Aussie Proud if I can use this phrase….however, we win

nothing for being Australian….the technology space is GLOBAL. All our actions and

approaches should be that of a GLOBAL COMPANY. There are no regional winners in tech.

Again, thank you for the opportunity and privilege of being your chariman. You have my sincere commitment that I will do everything in my power to support your interests while helping BrainChip achieve its goals.

At this time, I would like to hand off to our CEO. One of my major tasks when I first joined the board of BrainChip was to drive the hiring of the next CEO. Dr. Van der Made, Geoff Carrick and myself led the charge by first profiling the type of person required to lead the company from technology development into the journey of preparing for commercialization. Our profile was extensive, looking for someone not only with tech "go-to-market" experience, but someone who knows the ins and outs of product development and decision making within tech…. we needed someone

who has a track-record of building strategic alliances and relationships, we also needed someone who had the right personal skill set to meet all the challenges the company is and will face….the board couldn't be happier with our decision to

appoint Sean as CEO…with that, allow me to introduce Sean Hehir, CEO of BrainChip….

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