TIDMBOS
RNS Number : 8721X
BOS GLOBAL Holdings Limited
29 November 2017
BOS GLOBAL HOLDINGS LIMITED
acn 009 087 852
notice of annual general meeting
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The annual general meeting of the Company will be held at Level 20, Tower 2 Darling Park
201 Sussex Street, Sydney NSW, Australia on Friday, 22 December 2017 at 10.30am (EDST).
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This Notice should be read in its entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their accountant, solicitor or other professional adviser
prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone
on +61 8 9322 4071
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Shareholders are urged to attend or vote by lodging the proxy form included with this Notice.
BOS GLOBAL HOLDINGS LIMITED
ACN 009 087 852
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of
shareholders of BOS GLOBAL Holdings Limited ("Company") will be
held at Level 20, Tower 2 Darling Park, 201 Sussex Street, Sydney
NSW, Australia on Friday, 22 December 2017 at 10.30am (EDST)
("Meeting").
The Explanatory Memorandum provides additional information on
matters to be considered at the Meeting. The Explanatory Memorandum
and the Proxy Form form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of
the Corporations Regulations 2001 (Cth) that the persons eligible
to vote at the Meeting are those who are registered as Shareholders
on Wednesday, 20 December 2017 at 10.30am (EDST).
Terms and abbreviations used in this Notice (including the
Explanatory Memorandum) are defined in Schedule 1.
agenda
1. annual report
To consider the Annual Report of the Company and its controlled
entities for the year ended 30 June 2017, which includes the
Financial Report, the Directors' Report and the Auditor's
Report.
2. resolution 1 -- re-election of DAVID IRELAND as director
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with article 6.14 of the
Constitution and for all other purposes, Mr David Ireland,
Director, retires and being eligible in accordance with article
6.17, is re-elected as a Director on the terms and conditions in
the Explanatory Memorandum."
3. resolution 2 -- re-election of ADAM WEBB as director
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with article 6.21 of the
Constitution and for all other purposes, Mr Adam Webb, Director,
retires and being eligible, is re-elected as a Director on the
terms and conditions in the Explanatory Memorandum."
Dated: 29 November 2017
By order of the Board
Murray Wylie
Company Secretary
BOS GLOBAL HOLDINGS LIMITED
ACN 009 087 852
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Meeting.
This Explanatory Memorandum forms part of the Notice which
should be read in its entirety. This Explanatory Memorandum
contains the terms and conditions on which the Resolutions will be
voted.
A Proxy Form is included with this Explanatory Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice including this Explanatory
Memorandum carefully before deciding how to vote on the
Resolutions.
2.1 Proxies
A Proxy Form is attached to the Notice. This is to be used by
Shareholders if they wish to appoint a representative (a 'proxy')
to vote in their place. All Shareholders are invited and encouraged
to attend the Meeting or, if they are unable to attend in person,
sign and return the Proxy Form to the Company in accordance with
the instructions thereon. Returning the Proxy Form will not
preclude a Shareholder from attending and voting at the Meeting in
person.
Please note that:
(a) a member of the Company entitled to attend and vote at the
Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes
may appoint two proxies and may specify the proportion or number of
votes each proxy is appointed to exercise. Where the proportion or
number is not specified, each proxy may exercise half of the
votes.
Proxy Forms must be received by the Company no later than
10.30am (EDST) on Wednesday, 20 December 2017 being at least 48
hours before the Meeting
The Proxy Form provides further details on appointing proxies
and lodging Proxy Forms.
2.2 AIM Shareholders
Shareholders who hold Shares which are traded on AIM should note
that:
(a) if your Shares are held in your name on the Company's
register, a "form of instruction" will be sent to you by
Computershare Investor Services PLC (the Company's UK share
registry) that should be used in place of the Proxy Form; and
(b) if your Shares are held in a nominee account by a
stockbroker, you should contact that stockbroker to establish what
is required in order for you to vote individually.
3. Annual Report
In accordance with section 317(1) of the Corporations Act the
Annual Report must be laid before the annual general meeting. There
is no requirement for Shareholders to approve the Annual
Report.
At the Meeting, Shareholders will be offered the opportunity
to:
(a) discuss the Annual Report which will be available online at www.bosglobal.com;
(a) ask questions about, or comment on, the management of the Company; and
(b) ask the auditor questions about the conduct of the audit and
the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written
questions to the Chairman about the management of the Company, or
to the Company's auditor about:
(a) the preparation and the content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies of the Company in relation to the
preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than five business days before the
Meeting to the Company Secretary at the Company's registered
office.
4. Resolution 1 - Re-Election of DAVID IRELAND as Director
Article 6.14 of the Constitution requires that one third of the
Directors (excluding Directors required to retire under article
6.21 and rounded down to the nearest whole number) must retire at
each AGM.
Article 17 of the Constitution states that a Director who
retires under article 6.14 is eligible for re-election.
Resolution 1 therefore provides that Mr. Ireland retires and
seeks re--election as a Director.
Mr. Ireland has over 30 years' experience in the information and
communications technology industry, including 27 years with Unisys.
He has progressed through various roles, including Senior Account
Manager (ACT & Districts), Sales Manager (ACT and Federal),
State Manager (SA & NT), Sales Director (Northern Region) and
General Manager, both government and commercial. As General Manager
of one of Unisys' four business units, he is a member of the South
Pacific Executive Team, with a track record of achievement against
annual financial plans. He is currently a non-executive director of
ASX-listed IODM Limited.
Resolution 1 is an ordinary resolution.
The Chairman intends to exercise all available proxies in favour
of Resolution 1.
The Board (excluding Mr Ireland) supports the re-election of Mr
Ireland and recommends that Shareholders vote in favour of
Resolution 1.
5. Resolution 2 - Re-Election of adam webb as Director
Article 6.6 of the Constitution allows the Directors at any time
to appoint a person to fill a casual vacancy or as an addition to
the existing Directors, provided that the total number of Directors
does not at any time exceed the maximum number specified by the
Constitution. Article 6.21 of the Constitution requires that any
Director so appointed must retire at the next AGM, and is eligible
for re-election at that meeting.
Mr. Adam Webb was appointed on 11 July 2017 as an addition to
the existing Directors. Resolution 2 provides that Mr Webb retire
from office and seek re-election as a Director.
Mr. Webb is a senior qualified solicitor and corporate financier
with an expansive career spanning over 40 years. He has accrued a
wealth of experience and built a strategic network of contacts
within the UK and overseas equity markets, working as a financial
adviser, nominated adviser, stockbroker and board Director.
Highlights within his career include training and qualifying as a
solicitor with Slaughter and May in the City, moving into
mainstream investment banking with Morgan Grenfell and thereafter
heading up the London and European corporate finance activities of
both CIBC / Wood Gundy and then Société Générale. He worked on the
launch of the first quoted fund on the London AIM market and has
assisted in a number of corporate recoveries and turnarounds.
Mr. Webb is a founding member of business consultancy company
Tugurium Associates Limited and has been an independent speaker for
the London Stock Exchange's ELITE platform, which supports
ambitious private companies through their next stage of growth.
Resolutions 2 is an ordinary resolution.
The Chairman intends to exercise all available proxies in favour
of Resolution 2.
The Board (excluding Mr Webb) supports the election of Mr Webb
and recommends that shareholders vote in favour of Resolution
2.
SCHEDULE 1: Definitions
In the Notice and this Explanatory Memorandum, words importing
the singular include the plural and vice versa.
$ means Australian Dollars.
Annual Report means the Directors' Report, the Financial Report
and the Auditor's Report in respect to the financial year ended 30
June 2017.
AIM means the Alternative Investment Market operated by the
London Stock Exchange.
ASIC means the Australian Securities and Investments
Commission.
Auditor means Crowe Horwath Melbourne.
Auditor's Report means the auditor's report on the Financial
Report.
Board means the board of Directors.
Chairman means the person appointed to chair the Meeting, or any
part of the Meeting, convened by the Notice.
Company means BOS GLOBAL Holdings Limited (ACN 009 087 852).
Constitution means the constitution of the Company as at the
commencement of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Directors' Report means the annual directors' report prepared
under chapter 2M of the Corporations Act for the Company and its
controlled entities.
Explanatory Memorandum means the explanatory memorandum which
forms part of the Notice.
Financial Report means the annual financial report prepared
under chapter 2M of the Corporations Act of the Company and its
controlled entities.
Meeting has the meaning in the introductory paragraph of the
Notice.
Notice means the notice of meeting which comprises of the
notice, agenda, Explanatory Memorandum and Proxy Form.
Proxy Form means the proxy form attached to the Notice.
Resolution means a resolution contained in the Notice.
Schedule means a schedule to this Explanatory Memorandum.
Section means a section of this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a shareholder of the Company.
EDST means Eastern Daylight Savings Time, being the time in
Sydney, Victoria.
BOS GLOBAL HOLDINGS LIMITED
ACN 009 087 852
PROXY FORM ANNUAL GENERAL MEETING
The Company Secretary
BOS GLOBAL Holdings Limited
By delivery: By post: By facsimile: By e-mail
Suite 3, Level 3, 1292 Hay Street, West Perth, PO Box 2870 +61 8 9322 4073 shareholder@bosglobal.com
Western Australia West Perth, WA, 6872
Name of Shareholder:
Address of Shareholder:
Number of Shares entitled to vote:
Please mark X to indicate your directions. Further instructions
are provided overleaf.
Proxy appointments will only be valid and accepted by the
Company if they are made and received no later than 48 hours before
the meeting.
Step 1 - Appoint a Proxy to Vote on Your Behalf
The Chairman of the Meeting (mark box) .. OR if you are NOT appointing the Chairman as your proxy, please write
the name of the person
or body corporate (excluding the registered shareholder) you are
appointing as your proxy
or failing the person/body corporate named, or if no person/body
corporate is named, the Chairman of the Meeting, as my/our proxy to
act generally at the meeting on my/our behalf, including to vote in
accordance with the following directions (or, if no directions have
been given, and to the extent permitted by law, as the proxy sees
fit), at the Meeting of the Company to be held at 10.30am (EDST) on
22 December 2017, at Level 20, Tower 2 Darling Park, 201 Sussex
Street, Sydney NSW, Australia and at any adjournment or
postponement of that Meeting.
Important - If the Chairman is your proxy or is appointed as
your proxy by default
The Chairman intends to vote all available proxies in favour of
all Resolutions.
Step 2 - Instructions as to Voting on Resolutions
The proxy is to vote for or against the Resolutions referred to
in the Notice as follows:
For Against Abstain
Resolution Re-election of David Ireland
1 as a Director
Resolution Re-election of Adam Webb as
2 a Director
The Chairman intends to vote all available proxies in favour of
each Resolution
In exceptional circumstances, the Chairman may change his voting
intent on any Resolution.
Authorised signature/s
This section must be signed in accordance with the instructions
below to enable your voting instructions to be implemented.
Individual or Shareholder 2 Shareholder
Shareholder 3
1
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Sole Director Director Director/Company
and Sole Company Secretary
Secretary
Contact Name Contact Daytime Date
Telephone
Proxy Notes:
A Shareholder entitled to attend and vote at the Meeting may
appoint a natural person as the Shareholder's proxy to attend and
vote for the Shareholder at that Meeting. If the Shareholder is
entitled to cast 2 or more votes at the Meeting the Shareholder may
appoint not more than 2 proxies. Where the Shareholder appoints
more than one proxy the Shareholder may specify the proportion or
number of votes each proxy is appointed to exercise. If such
proportion or number of votes is not specified each proxy may
exercise half of the Shareholder's votes. A proxy may, but need not
be, a Shareholder of the Company.
If a Shareholder appoints a body corporate as the Shareholder's
proxy to attend and vote for the Shareholder at that Meeting, the
representative of the body corporate to attend the Meeting must
produce the Certificate of Appointment of Representative prior to
admission. A form of the certificate may be obtained from the
Company's share registry.
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one
name all of the holders must sign.
Power of if signed under a Power of Attorney,
Attorney: you must have already lodged it with
the registry, or alternatively, attach
a certified photocopy of the Power
of Attorney to this Proxy Form when
you return it.
Companies: a Director can sign jointly with another
Director or a Company Secretary. A
sole Director who is also a sole Company
Secretary can also sign. Please indicate
the office held by signing in the appropriate
space.
If a representative of the corporation is to attend the Meeting
the appropriate "Certificate of Appointment of Representative"
should be produced prior to admission. A form of the certificate
may be obtained from the Company's Share Registry.
Proxy Forms (and the power of attorney or other authority, if
any, under which the Proxy Form is signed) or a copy or facsimile
which appears on its face to be an authentic copy of the Proxy Form
(and the power of attorney or other authority) must be deposited at
or received at the Perth office of the Company (delivered to Suite
3, Level 3, 1292 Hay Street, West Perth, WA, 6005; posted to PO Box
2870, West Perth WA 6872; faxed to +618 9322,4073 or by email to
shareholder@bosglobal.com) not less than 48 hours prior to the time
of commencement of the Meeting (EDST).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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