Bos Glb Hldgs Regulatory News (BOS)

BOS GLOBAL Holdings Limited

ABN 59 009 087 852

Suite 3, Level 3,

1292 Hay Street West Perth WA 6005

GPO Box 2870 West Perth WA 6872

T: (61 8) 9322 4071 F: (61 8) 9322 4073

www.bosglobal.com

30 November 2017

Dear Shareholders

BOS GLOBAL Holdings Limited (AIM: BOS) is pleased to enclose the Notice of General Meeting and Proxy Forms in respect of a General Meeting of shareholders to be held in Sydney on 8 January 2018.

Shareholders are being asked to consider four items of special business relating to requests from a shareholder group.

Attached to the Notice of Meeting are:

· a statement from the Director the subject of removal resolutions, Mr Adam Webb

· a statement from the Requisitioning Shareholders comprising two open letters from Mr Michael Travia.

The Company notes that the Open Letters provided by the Requisitioning Shareholders to form their statement are dated 10 October 2017 and 12 October 2017. Since that time, Mr Travia has resigned from the board of Call Design Pty Ltd. Notwithstanding the comments in Mr Travia's shareholder statement, BOS GLOBAL Holdings Limited would like to clearly state that it is NOT contemplating a reverse takeover transaction with Call Design.

Shareholders are strongly advised to read the meeting booklet in full, including the statements of Mr Webb and the Requisitioning Shareholders.

They contain important information regarding the business to be considered at the General Meeting.

Please contact Mr Murray Wylie (Company Secretary) on +61 (0) 8 9322 4071 if you have any queries.

Mr David Ireland

Non-Executive Chairman

Dear Shareholder of BOS GLOBAL Holdings Limited,

As you may know, BOS GLOBAL Holdings Limited ("BOS" or the "Company") has received a request from two of the Company's more than 1,500 shareholders for the Company to call a general meeting of shareholders to consider a range of resolutions, including that I be removed from the Board, that Messrs Marcus Yeoman and Michael Travia be elected to the Board of BOS and that the minimum number of Directors be increased from 3 to 4.

I joined the Board of BOS on 11 July 2017 as a UK based independent non-executive Director in order to provide support to the Company through my extensive legal, IP and governance knowledge and my contacts, particularly in the City of London. Over a period of 40 years, I have 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. I joined the Board at the express request of Michael Travia to assist where I could in the move of the Company's business domicile to London.

During my time with the Company so far, I have endeavoured to provide a strong voice for all shareholders and guidance on corporate governance practices, as well as promote the interests of the Company within the London financial markets. If the motion to remove me is defeated, I will continue to do so.

The time since my appointment has not been easy, with a Company that has limited funds, delays in product development and delivery and an extensive cost structure already in place. The task has been made more difficult with a Managing Director at the time in Mr Travia (sole director of one of the Requisitioning Shareholders) who is also the largest shareholder and primary funder of the Company. None of this was made any easier when Michael Travia in September 2017 left the business without any warning or prior notice.

I became aware at the second Board meeting /call I attended that the funding of the BOS business was inadequate and a large deficit was arising from a growing list of unpaid creditors. I spent time with the Company's London stockbrokers and tried to progress a fund raise on at least two occasions to assist the BOS business at a placing price well above the level it has sunk to now. .My efforts to do this were resisted.

In London, I did my best in the late UK summer to assist BOS product sales by arranging and joining a presentation of our products to one of the largest UK law firms where the CEO is a personal contact - we have sadly been unable to follow this up.

In the latter part of the year I did all I could to avoid an insolvency event and was saddened to have to assist my BOS Board colleagues in a significant cost cutting exercise of the BOS business. It was not an easy exercise but was inevitable and it was very sad to see loyal BOS team members unpaid and in a lot of cases laid off.

I have made every effort to assist the Board to reduce costs and raise additional working capital. I do not understand why the Requisitioning Shareholders have sought to remove me from the Board other than the possibility that Mr Travia objected to my independence and preparedness to speak my mind on important issues and present views that differed from his own.

Therefore I strongly urge you to vote AGAINST Resolution 1 so that I may continue on the Board of BOS to represent your interests.

Resolution 2 is seeking Shareholder approval to elect Mr Marcus Yeoman as Director. Mr Yeoman was previously considered by the Board of BOS for appointment as a non-executive Director around the time of my appointment, however a decision on his appointment was deferred because the Board did not consider that a fourth Director was justified at that time and there was some doubt as to the suitability of Mr Yeoman to the role being considered. I note that the Requisitioning Shareholders have not bothered to provide any information in their Requisitioning Shareholders Statement in support of Mr Yeoman to enable Shareholders to make an informed decision on why they would like him to be elected. In view of the above, I strongly recommend that Shareholders vote AGAINST the election of Mr Yeoman.

Resolution 3 is seeking Shareholder approval to elect Mr Michael Travia as Director. Mr Travia was previously Managing Director of BOS GLOBAL Limited prior to completion of the reverse takeover of Forte Energy NL (now BOS GLOBAL Holdings Limited) in August 2016. He continued as Managing Director of BOS until his sudden departure on Saturday 9 September 2017. His request for Shareholders to re-elect him to the Board 2 months later is difficult to fathom and highly irregular.

As the largest Shareholder, Mr Travia's presence on the Board in particular and in any executive capacity represents a difficult governance issue to manage in order to avoid potential conflict issues between his personal interests and the interests of other Shareholders. The potential for conflict is even greater with Mr Travia's role as the primary funder of BOS through a series of convertible note loan agreements, which contain restrictions that limit the ability of your Board to seek alternative sources of funds and manage the Company as it sees fit in the best interests of all Shareholders.

For these reasons and numerous other reasons I strongly recommend that Shareholders vote AGAINST the election of Mr Travia.

Resolution 4 seeks Shareholder approval in accordance with the Company's Constitution, to increase the minimum number of Directors from 3 to 4. Given the early stage of the Company's operations and its restricted access to funding, I do not see the need for an additional Director at this time. There is currently no restriction on the Board appointing additional directors should it consider that this would be in the best interests of Shareholders, however there seems to be little benefit to be gained by making it a mandatory requirement. Therefore I strongly recommend Shareholders vote AGAINST Resolution 4.

Finally, let me confirm my respect for the right of every Shareholder to be heard. Equally, the obligation of Directors to act without fear or favour, and not to override the interests of the Company and Shareholders as a whole in favour of a few large Shareholders.

I am pleased that this matter, which has been a substantial distraction and come at a significant cost to the Company, will soon be over so that your Board can get on with the important task of running BOS. Please accept my thanks in appreciation for your ongoing support.

Yours faithfully,

Adam Webb

Non-Executive Director

This statement is provided by Director Mr Adam Webb pursuant to section 203D (4) of the Corporations Act 2001 (Cth) for circulation to you and forms part of the accompanying Notice of General Meeting in respect of the forthcoming General Meeting of the Company to be held on 8 January 2018.

REQUISITIONING SHAREHOLDERS' STATEMENT

10 October 2017

Dear David,

I have been reviewing the ASX Rules in comparison to that of AIM Rules for Companies. Some of the ASX Rules appear to be relevant to the corporate governance of BOS GLOBAL Holdings Limited ('BOS or the Company') as an Australian Public Company (governed by the Australian Corporations Act), and its own Constitution referring to the ASX, Corporation Act and applicable Acts.

This research activity has prompted me to write an open letter to you as BOS Chairman, seeking the consideration by BOS, to consider the potential merit of adopting some of the ASX Corporate Governance Council recommendations and ASX Listing Rules (including that of LSE Main Listing companies) such as

1. Gender diversity

a. Shareholder suggestion: Gender diversity with 30% female representation at both Board and staff level by Year 2018 (I understand there is similar recommendations for LSE main listed companies)

b. Rationale: BOS has no known female Board or staff; BOS has previously announced its intent to recruit two new Board Members. Further, with some industry knowledge of the market BOS sells its products too, an industry that comprises over 30% female decision makers

c. References: Australia Gender Equality Act; Numerous local and global HR Surveys covering decision makers and gender equality and diversity.

2. Capital Raising

a. Shareholder Suggestion: Shareholder approval to issue more than 15% equity in any 12-month period (i.e. adopting the ASX rule)

b. Rationale: Upon AIM Rules inspection, there appears to be no limit on a Board either undertaking a capital raising or use of a financial instrument that requires Shareholder approval and this could prejudice minority or unsophisticated shareholders especially if any such change to capital structure results in a discount or select placement rather than an open offer to all Shareholders. The ASX Rule appears fair to all concerned vs. AIM Rules.

c. References: LSE Main Listing rules; ASX Listing rule 7

There appears to be no size limitation of a company when considering such governance practices for the benefit of its Shareholders.

With the upcoming BOS Notice of Meeting due out soon and BOS AGM event, I thought it timely to ask the BOS Board for its due consideration to the merits of changing its Constitution and providing to all Shareholders the opportunity to vote on appropriate resolutions such as that suggested above at the BOS AGM?

Separate to the above, I ask is there a reason why BOS publishes the Tr-1 Notice of Capresi but not the TR-1 Notices of my related entities or that of new and unrelated significant Shareholders recently announced by the Company?

I look forward to openly sharing my thoughts and views on progressive governance practices adopted by public companies, especially Australian companies such as BOS.

Kind regards,

Michael Travia

Sole Director of:

Innovation Corporation Limited (HKG)

DJ Family Group Pty Ltd (AUS)

DJ3 Silicon Valley Growth Inc (California)

12 October 2017

Dear David,

I openly write to you as both representative of my wholly owned entities that hold shares in BOS GLOBAL Holdings Limited ('BOS and the Company') and Innovation Corporation Limited ('ICL') as BOS Noteholder. Further, noting I currently hold a pro-bono position as Non-Executive Chairman of Call Design Pty Ltd ('Call Design') to which BOS is a 40% equity shareholder. In addition, I have always been a public advocate as a Shareholder / Investor or Funder or Company Director of non-dilution or premium issuance of new shares options, especially when it impacts all Shareholders, and now with BOS having the potential to unlock an asset such as Call Design via its ASX IPO Evaluation Process, to funds its own growth at potentially no Shareholder Dilution.

The above introduction is the basis of openly writing to You as BOS Independent Chairman and the Company about Shareholder Dilution vs Non Dilution option i.e. Call Design

BOS continues to dilute existing shareholders (minority and significant shareholders) with each drawdown of the ICL Convertible Note even though this is at a current premium to the BOS share price. The most effected and vocal Shareholders are often minority Shareholders. To date, the Company has issued 30m new shares since its AIM Listing (i.e. 60% increase in share issued since 30th August 2016). This new share issuance as publicly stated by the Company in various announcements amounts to approximately GBP2.3m of funding (i.e. past Convertible Notes, discounted placement in December 2016 and current ICL Convertible Note) to fund its stated objective of Software and Distribution (BOS software) via resellers. I acknowledge this has been an amazing achievement by the BOS Board and its people with such little funding compared to other early stage software companies!

However, the fact remains based on BOS Announcements that there is potential for continuous Shareholder Dilution and it's a widely known fact that Shareholders do not like dilution (including myself), even if at a premium such as the current ICL Conversion at GBP0.16 pence per Share. I refer you to the many social media outlets and blog sites commenting on BOS continuous dilution, drawdowns, the potential for a BOS RTO of Call Design with estimated costs, suspension risk and massive dilution; and speaking to minority shareholders based on my public opinions and views since leaving BOS).

But, with BOS having a reportedly GBP2m+ Asset on its Balance Sheet (Equity Investment) being Call Design, why does the Company not sell its position (partially or wholly) in Call Design, and therefore evaluate its own potential to

· limit any potential issuance of new shares (dilution); and

· bolster its own funding and fund its own stated growth strategy with Call Design as its Platinum Reseller; and

· Leverage Call Design points of presence and capability in the key markets of Australia and North America?

It's my express opinion as both major Shareholder and Funder, that it does not make sense for the Company to be silent on the subject of Call Design, nor in the best interest of ALL shareholders, especially minority shareholders!

Further, I am a 'sophisticated investor' as gazetted by the Australian Securities & Investment Commission ('ASIC'). ASIC being the regulatory body governing Australia Companies such as BOS and Australian Investors. It's fair to write, that I understand the financial aspects of both private and public companies, including such Australian companies as BOS that is regulated by ASIC and AIM Market of London.

BOS Shareholders that are minority or significant or unsophisticated or sophisticated investors understand that if BOS should consider exercising or NOT, its publicly stated rights (1st Right of Offer / 1st Right of Refusal) of Call Design it will be an order of MASS Shareholder Dilution because information is widely and publicly available about BOS current funding and drawdowns. This is widely discussed on social media by BOS and non-BOS Shareholders. In my view, this can only be damaging for BOS. More importantly, its widely discussed in the same forums and from other internet sources that if BOS chose to exercise its 1st Right of Offer of Call Design it will be a costly and lengthy process and to Shareholder - MASS Dilution.

I have summarised my findings from the internet about BOS and Call Design following:

That BOS maybe required to:

1. Undertake a Reverse Takeover due to the size of Call Design, again a process that is well documented in the public domain and familiar to BOS Shareholders in terms of time and cost; and

2. Require BOS to have cash to pay for this process (plus additional cash to pay the Vendors as per BOS announcements); and

3. Require BOS to be suspended pending an Admission Document (as what occurred to Forte Energy NL prior to the Reverse Takeover of BOS GLOBAL Pty Ltd in mid-2016); and

4. May require BOS to consider and evaluate funds for its own growth purposes.

As mentioned, the above Items 1-3 inclusive are well set out in the publicly available AIM - Rules for Companies, Advisors (to AIM) websites and general publications about AIM Listing Rules and Forte Energy own Admission Document for BOS. For BOS Shareholders this spells out only one thing - SIGNIFICANT SHAREHOLDER DILUTION; BOS Shareholders know this, they write about this daily. The views of all shareholders must be considered. As an advocate of BOS, and BOS shareholder, I choose to openly write and express my opinion and views, but clearly I AM NOT ALONE based on my research on this subject.

Therefore, it's my opinion and view alone at this point in time, that there is a great opportunity for the Company to reinforce with Shareholders ahead of publishing its 2016 Audited Financial Results, Notice of Meeting and subsequent AGM, its publicly stated strategy of software and distribution (with emphasis of Call Design as its publicly stated Innovation Partner and Platinum Reseller, with that of MSP Secretaries) whilst communicating its own assessment of how BOS can free up its only non-dilutionary option i.e. Call Design - equity investment; (just like BOS did with Copper Range!) and fund its current and projected investment Research and Development, BOS-360 software development program and support resellers from an Australian base with its India Operations Centre and technical resource in California (which in fact, maps perfectly to Call Design as its only Platinum Reseller aligned to workforce productivity). I go one step further and encourage the Company to right-size as a software company focused on its platinum reseller. Further, I noted that the most recent RNS refers to EMEA for reasons I do not understand. A pivot by the Company back to Australia at this juncture, with the important evaluation of Call Design appears from the outside an appropriate option worthy of consideration and hopefully subsequent communication to Shareholders before the AGM.

David, this is a great opportunity for the Company to unlock its balance sheet and economically funds its own business and avoid the potential for Shareholder Dilution. I strongly recommend the Company canvass or at least communicate to its shareholders and the market in general. Again, any significant Shareholder Dilution has the potential negative effect on the Company brand, its position and its people and have the potential to take-away from appears to be positive progress ahead of its AGM this year.

I am happy to discuss what is publicly available and my general knowledge to help in any way possible. Please feel free to contact me anytime.

Michael Travia

Sole Director of:

Innovation Corporation Limited (HKG)

DJ Family Group Pty Ltd (AUS)

DJ3 Silicon Valley Growth Inc (California)

BOS GLOBAL HOLDINGS LIMITEDACN 009 087 852

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary 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 Monday, 8 January 2018 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 Saturday, 6 January 2018 at 10.30am (EDST).

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1 and risks for shareholders to consider are contained in Schedule 2.

agenda

1. resolution 1 - removal of adam webb as director

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That Mr Adam Webb is removed as a Director of the Company (effective immediately on passing of this resolution)."

Your directors, Mr Webb abstaining, recommend you vote AGAINST this resolution.

The Chairman intends to vote all undirected proxies against Resolution 1.

2. resolution 2 ‑ election of marcus yeoman as director

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That Mr Marcus Yeoman is elected as a Director of the Company (effective immediately on passing of this resolution)."

Your directors recommend you vote AGAINST this resolution.

The Chairman intends to vote all undirected proxies against Resolution 2.

3. resolution 3 ‑ election of michael travia as director

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That Mr Michael Travia is elected as a Director of the Company (effective immediately on passing of this resolution)."

Your directors recommend you vote AGAINST this resolution.

The Chairman intends to vote all undirected proxies against Resolution 3.

4. resolution 4 - increase the minimum number of directors to 4

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 6.2 of the Constitution and for all other purposes, the Company increase the minimum number of Directors from 3 to 4."

Your directors recommend you vote AGAINST this resolution.

The Chairman intends to vote all undirected proxies against Resolution 4.

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.

Background to special business being put to the Meeting

On 8 November 2017, the Company received notice under section 249D of the Corporations Act 2001 (Cth), that Innovation Corporation Limited and Mr Graeme Edgar Hopgood, (the Requisitioning Shareholders) had given notice requesting that the Directors of the Company call and arrange to hold a general meeting of the Company to consider 11 resolutions including the removal of Mr Adam Webb, the election of Messrs Marcus Yeoman and Michael Travia and to increase the minimum number of Directors from 3 to 4.

The Board formed the view that a number of the resolutions proposed by the Requisitioning Shareholders are not appropriate resolutions for shareholders to consider. Accordingly the Company has agreed to put resolutions 1, 2 and 4 and the part of 8 which requires the minimum number of Directors to be 4 Directors from the requisition to Shareholders for consideration. Details of all the resolutions proposed by the Requisitioning Shareholders are available in the Company's RNS announcement of 10 November 2017. The Company considers that the other proposed resolutions are matters for the Board and/or are dealt with under the constitution and so are not proper resolutions and/or should have been framed as changes to the Constitution. If the resolutions to change the Board are successful, it is likely that the new Board could consider and, if appropriate, implement many of the changes proposed in the other proposed resolutions.

The impact of the notice under sections 249D is that the Company is obliged to call a meeting to consider resolutions to remove as Director Mr Adam Webb (currently a Non-Executive Director), to elect as Directors Messrs Marcus Yeoman and Michael Travia, and to increase the minimum number of Directors from 3 to 4 as provided for under the Company's constitution.

It is noted that the Company currently has three Directors - Mr Ireland, Mr Uren and Mr Webb. Messrs Ireland and Uren are not the subject of removal resolutions.

In compliance with the above, the Company has included in the Notice of General Meeting the following items of special business:

• Resolution 1 - Removal of Mr Adam Webb as a Director

• Resolution 2 - Election of Mr Marcus Yeoman as a Director

• Resolution 3 - Election of Mr Michael Travia as a Director

• Resolution 4 - Increase the minimum number of Directors to 4

Your Directors recommend you vote AGAINST all Resolutions.

Voting in accordance with the recommendation of your Directors will result in a Board comprising Messrs David Ireland, Mark Uren and Adam Webb (i.e. retention of the current Board).

Voting contrary to the recommendation of your Directors will result in a Board comprising Messrs David Ireland, Mark Uren, and either one or both of Marcus Yeoman and Michael Travia (i.e. one or two new Directors and two current Directors), and that the Board would be required to contain a minimum of 4 Directors instead of the current minimum of 3 Directors.

Messrs Ireland and Uren wish to advise Shareholders that if all or a majority of the Resolutions are passed, they intend to resign as Directors after providing for a brief transition handover.

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 Saturday, 6 January 2018 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. Resolution 1 - removal of adam webb as director

Resolution 1 relates to the removal of Mr Adam Webb as a Director.

Mr Webb was appointed as a Non-Executive Director on 11 July 2017. He is currently the independent chairman of both the Audit and Remuneration Committees.

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.

Mr Webb does not hold any Shares in the capital of the Company.

Information as to why your Directors, Mr Webb abstaining, recommend Shareholders vote against, and will be voting their own Shares against, the removal of Mr Webb is set out in detail in the statement of Mr Webb which accompanies this Explanatory Memorandum.

Resolution 1 is an ordinary resolution.

The Chairman intends to exercise all available proxies AGAINST Resolution 1.

The Board does not support this Resolution and recommends that Shareholders vote AGAINST Resolution 1.

4. Resolution 2 - election of marcus yeoman as director

Resolution 2 relates to the election of Mr Marcus Yeoman as a Director.

The Requisitioning Shareholders have not provided the Company with specific information concerning Mr Yeoman. The information provided by the Requisitioning Shareholders in support of the resolutions proposed for this meeting are contained in the Requisitioning Shareholder's Member's Statement which accompanies this Explanatory Memorandum.

Your Directors are not aware of Mr Yeoman holding any Shares in the capital of the Company.

Information as to why your Directors recommend Shareholders vote against, and will be voting their own Shares against, the election of Mr Yeoman is set out in detail in the statement of Mr Webb which accompanies this Explanatory Memorandum.

Resolutions 2 is an ordinary resolution.

The Chairman intends to exercise all available proxies AGAINST Resolution 2.

The Board does not support this Resolution and recommends that Shareholders vote AGAINST Resolution 2.

5. Resolution 3 - election of michael travia as director

Resolution 3 relates to the election of Mr Michael Travia as a Director.

The Requisitioning Shareholders have not provided the Company with specific information concerning Mr Travia. The information provided by the Requisitioning Shareholders in support of the resolutions proposed for this meeting are contained in the Requisitioning Shareholder's Member's Statement which accompanies this Explanatory Memorandum.

At the date of this notice, Mr Travia and his associated entities hold 15,294,380 Shares in the capital of the Company, representing 18.9% of the total Shares on issue and 5,084,475 options of exercise price 20 pence and expiry date 30 September 2018.

Information as to why your Directors recommend Shareholders vote against, and will be voting their own Shares against, the election of Mr Travia is set out in detail in the statement of Mr Webb which accompanies this Explanatory Memorandum.

Resolutions 3 is an ordinary resolution.

The Chairman intends to exercise all available proxies AGAINST Resolution 3.

The Board does not support this Resolution and recommends that Shareholders vote AGAINST Resolution 3.

6. Resolution 4 - increase the minimum number of directors to 4

Resolution 4 relates to increasing the minimum number of Directors from 3 to 4.

Article 6.2 of the Constitution provides that the Company may by ordinary resolution passed at a meeting of Members alter the maximum or minimum number of Directors provided that the minimum is not less than three.

The effect of Shareholders voting contrary to the recommendation of your Directors will be that the Board would be required to contain a minimum of 4 Directors instead of the current minimum of 3 Directors.

The information provided by the Requisitioning Shareholders in support of the resolutions proposed for this meeting are contained in the Requisitioning Shareholder's Member's Statement which accompanies this Explanatory Memorandum.

Information as to why your Directors recommend Shareholders vote against, and will be voting their own Shares against, the increase in the minimum number of Directors from 3 to 4 is set out in detail in the statement of Mr Webb which accompanies this Explanatory Memorandum.

Resolutions 4 is an ordinary resolution.

The Chairman intends to exercise all available proxies AGAINST Resolution 4.

The Board does not support this Resolution and recommends that Shareholders vote AGAINST Resolution 4.

SCHEDULE 1: Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

AIM means the Alternative Investment Market operated by the London Stock Exchange.

ASIC means the Australian Securities and Investments Commission.

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.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

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.

Requisitioning Shareholders means Innovation Corporation Limited and Mr Graeme Edgar Hopgood.

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, NSW.

SCHEDULE 2: RISKS

Shareholders should be aware that, should Resolution 4, Increase the minimum number of Directors to 4 be passed and Resolution 1, Removal of Adam Webb as a Director, be passed, and either or both of Resolution 2 and Resolution 3, the Election of Marcus Yeoman and Michael Travia respectively as a Director, not be passed the Company's Board will be considered inquorate as it would then consist of less than four Directors (being Mr Ireland, Mr Uren, and one or less of Mr Yeoman and Mr Travia). There is also the possibility that Mr Ireland and/or Mr Uren may elect not to continue as Directors if they are not comfortable with the new Board structure. Such an outcome may lead to consequences which could include suspension of trading of the Company's securities on the AIM market of the London Stock Exchange ("AIM") until such time as a minimum of four Directors are appointed to the Board of the Company.

Shareholders should also be aware that the Company's nominated adviser ("Nomad") on AIM is required to advise the Company on any changes to the board of directors the Company proposes to make, and make any recommendations it thinks fit to the Company, including (but not limited to):

· investigating and considering the suitability of proposed new directors for a UK-listed public company;

· considering the effect any changes (including the removal of a director) have on the efficacy of the board as a whole for the company's needs, in each case having in mind that the company is admitted to trading on a UK public market; and

· considering whether the proposed changes affect the Company's appropriateness for AIM.

The Nomad is under no obligation to provide positive advice or recommendations to Company, and the Company is not obliged to accept or action its Nomad's advice and/or recommendations. However, should the Company decide not to accept the advice and/or recommendations of its Nomad one of the options available to a Nomad may be to resign from its position. Upon such a resignation being effective trading of the Company's AIM securities will be suspended on that date until appointment of a new Nomad pursuant to Rule 1 of the AIM Rules for Companies (July 2016, as updated from time to time). If a new Nomad is not appointed within one month of suspension, trading in the company's AIM securities will be cancelled pursuant to AIM Rule 1.

The Company notes that its Nomad, RFC Ambrian Limited, has already provided notice of its resignation, effective 10 January 2018, which is just two days after the date of this Meeting. As such the additional risk associated with potential adverse advice being received from the Company's Nomad on the changes to the Board being voted on at the Meeting and the potential consequences of the Company disregarding such adverse advice is considered minimal. The Company notes however that it may have obtained a replacement Nomad prior to this Meeting which may bring with it an increased risk of ignoring any potential advice from such a replacement Nomad.

BOS GLOBAL HOLDINGS LIMITEDACN 009 087 852

PROXY FORM Extraordinary General Meeting

The Company SecretaryBOS GLOBAL Holdings Limited

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

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 8 January 2018, 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

The Chairman intends to vote all available proxies AGAINST 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.

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:

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).