Byrna Technologies, Inc. Common Stock AGM 2026

Good morning, everyone. It is a pleasure to welcome you to the 2026 annual meeting of stockholders of Byrna Technologies Inc. My name is Conn Davis, and I am the President and Chief Executive Officer of the company. I will act as chairman of the meeting. Thank you for joining us today. It is now shortly after 9:00 A.M. Eastern Daylight Time on September 25, 2026. This meeting is officially called to order and the polls are open. I would like to start by introducing the other directors of the company, Leonard Elmore, Herbert Hughes, TJ Kennedy, Rose Lopez Keravuori, Matthew McBrady, PhD, Chris Lavern Reed, and Adam Roth. Also in attendance today from the management team are our Chief Financial Officer, Lauri Kearnes, and our General Counsel, Bob Weinham.

Additionally, we have Janina Teoxon and Sharon Keenan of EisnerAmper LLP, our independent auditors, and Robert A. Petitt of Blank Rome LLP, our outside counsel, present today. Lisa Wager, our Chief Governance Officer and Corporate Secretary, will act as secretary of today's meeting. Jenna Bentley, who has been appointed Inspector of Elections by the company's board, is also in attendance today. An agenda and guidelines for the meeting are available on the virtual meeting portal. It is our intention to follow the agenda so that the purposes of the meeting may be achieved in an orderly fashion. We thank you in advance for your cooperation. Only record holders of shares of the 23,404,754 shares of common stock outstanding as of the close of business on August 18, 2026, and their duly appointed proxies may vote or submit questions during the meeting.

Following the formal portion of the meeting, I will address questions from stockholders that are germane to the purposes of this meeting. Stockholders may submit questions at any time during this meeting on the virtual meeting website. I will now commence the formal portion of the meeting. The secretary informs me that notice of the meeting was sent to all stockholders of record as of the close of business on August 18, 2026, the record date for this meeting. For stockholders who have signed and returned a proxy card or previously voted by phone or internet, even though present, their votes will be cast as they indicated or instructed unless such stockholders vote in person today. I would now ask the Inspector of Elections to inform us whether there is a quorum present.

As of the record date, there were 23,404,754 shares of common stock outstanding and entitled to vote. 7,801,585 shares constitute a quorum. Substantially more shares than that number are represented at this meeting in person or by proxy.

Thank you. I therefore declare that a quorum is present. We now turn to the presentation and discussion regarding the proposals presented for approval or ratification by stockholders at this meeting. Ms. Wager, please present the proposals and the voting requirements for the passage of each item.

The first proposal is for the election of eight directors nominated by the board of directors, each for a term to continue until the annual meeting of stockholders in 2027 and until such directors' successors are duly elected and qualified or until their earlier resignation or removal. As set forth in the proxy statement, the board of directors has nominated Conn Davis, Len Elmore, Herbert Hughes, TJ Kennedy, Rose Lopez Keravuori, Matthew McBrady, PhD, Chris Lavern Reed, and Adam Roth for election as directors of the company. The affirmative vote of a majority of the votes cast at the annual meeting is required for the election of each director nominee as a director of the company. That means each nominee must receive more for votes than against votes to be elected. Each stockholder that is entitled to vote may vote for or against or abstain on each nominee.

Abstentions and broker non-votes will not count as votes for or against a director. The second proposal is the ratification for appointment of EisnerAmper LLP as the company's independent registered public accounting firm for the fiscal year ending November 30, 2026. The affirmative vote of a majority of the shares present or represented by proxy at the annual meeting and entitled to vote on the matter is required for the ratification of the appointment of EisnerAmper LLP. On this proposal, each stockholder that is entitled to vote may vote for, against, or abstain. The third proposal is the approval by a non-binding advisory vote of the compensation of the company's named officers in 2025.

The affirmative vote of a majority of the shares present or represented by proxy at the annual meeting and entitled to vote on the matter is required for the approval by a non-binding advisory vote of this proposal. On this proposal, each stockholder that is entitled to vote may vote for, against, or abstain. At this time, I'll turn the meeting back to Mr. Davis.

Thank you very much. Have we received any questions related to the proposals presented today?

Yes, we have a question from a shareholder. The question is: Given that four new independent directors have been added in the last 18 months, how does the board ensure continuity and that institutional knowledge isn't lost?

Thank you for that question. The business's strategy is evolving, and we have added new directors to enhance the board so that its experience will match the strategic evolution of the company and the new opportunities we see for the business. I am pleased to say that the new directors have brought us fresh perspectives and have contributed meaningfully to the boardroom dialogue on those topics. We approach the board refreshment process with care to preserve both institutional knowledge and maintain continuity. I feel like we are lucky to have attracted such a talented and hardworking group of directors.

Is there another question? There are no additional questions to be answered at this time.

As there are no further questions regarding the foregoing proposals, we will move to the next order of business. The polls will close shortly. Stockholders who sent in proxies or voted via telephone or internet do not need to take any further action unless they want to change their vote. All those voting today who have not yet done so, please submit your votes at this time so that the poll may be closed. Now that everyone has had the opportunity to vote, I declare the polls closed for the 2026 annual meeting of stockholders. The Inspector of Elections has informed me that according to the preliminary results, each of the proposals has received the votes necessary to approve such proposal.

I ask that following the meeting, Ms. Bentley prepare and deliver the report of the Inspector of Election to the company, which will be filed with the minutes of this meeting. The company will report the final vote results in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days of this meeting. As there is no further business to come before the meeting, I declare this shareholder meeting of Byrna Technologies adjourned. I want to thank you all for attending this annual meeting of stockholders.