29 Nov 2017 12:22
BOS GLOBAL HOLDINGS LIMITEDacn 009 087 852 notice of annual general meeting |
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). |
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 |
Shareholders are urged to attend or vote by lodging the proxy form included with this Notice. |
BOS GLOBAL HOLDINGS LIMITEDACN 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 WylieCompany Secretary
BOS GLOBAL HOLDINGS LIMITEDACN 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 LIMITEDACN 009 087 852
PROXY FORM ANNUAL GENERAL MEETING
The Company SecretaryBOS GLOBAL Holdings Limited
By delivery: | By post: | By facsimile: | By e-mail |
Suite 3, Level 3, 1292 Hay Street, West Perth, Western Australia | PO Box 2870 West Perth, WA, 6872 | +61 8 9322 4073 | shareholder@bosglobal.com |
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 1 | Re-election of David Ireland as a Director |
|
|
|
|
|
|
|
|
|
|
|
|
Resolution 2 | Re-election of Adam Webb as 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 1 |
| Shareholder 2 |
| Shareholder 3 | |
|
|
|
|
| |
Sole Director and Sole Company Secretary |
| Director |
| Director/Company Secretary | |
|
|
|
|
| |
|
|
|
|
| |
Contact Name |
| Contact Daytime Telephone |
| Date | |
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 Attorney: | if signed under a Power of 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).