BOS GLOBAL Holdings Limited Notice of AGM (1785R)

TIDMBOS

RNS Number : 1785R

BOS GLOBAL Holdings Limited

07 December 2016

 
                                    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 Garrison Capital, Level 8, 
      276 Flinders St, Melbourne 3000 Australia on Friday, 30 December 2016 at 10.00am (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 [phone] 
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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 Garrison Capital, Level 8, 276 Flinders St, Melbourne 3000 Australia on Friday, 30 December 2016 at 10.00am (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, 28 December 2016 at 10.00am (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 2016, which includes the Financial Report, the Directors' Report and the Auditor's Report.

   2.         resolution 1 -- re-election of MARK REILLY 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 6.23 of the Constitution and for all other purposes, Mr Mark Reilly, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

   3.         resolution 2 -- re-election of LARRY SHUTES 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 Larry Shutes, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

   4.         resolution 3 -- re-election of MARK UREN 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 Mark Uren, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

   5.         resolution 4 -- re-election of MURRAY BERGIN 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 Murray Bergin, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

   6.         resolution 5 -- 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 6.21 of the Constitution and for all other purposes, Mr David Ireland, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

   Dated:              7 December 2016 

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 10.00am (EDST) on Wednesday, 28 December 2016 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 MARK REILLY as Director 

Article 6.23 of the Constitution requires that a Director who ceases to be the managing director must retire at the next AGM following the Director ceasing to be managing director. Mr Reilly stepped down from the position of managing director on 30 August 2016.

Article 17 of the Constitution states that a Director who retires under article 6.23 is eligible for re-election.

Resolution 1 therefore provides that Mr Reilly retires and seeks re--election as a Director.

Mr. Reilly joined the Board on 2 August 2004. Mr Reilly has over 20 years' experience in advisory work with extensive experience in the mining, banking and finance industries. He worked with Pricewaterhouse Coopers in Perth before establishing a practice with Glenn Featherby. He is currently a non-executive director of ASX-listed IODM Limited and ASX and AIM-listed Harvest Minerals Limited.

Resolution 1 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 1.

The Board (excluding Mr Reilly) supports the re-election of Mr Reilly and recommends that Shareholders vote in favour of Resolution 1.

5. Resolution 2 to 5 - Re-Election of LARRY SHUTES, mark uren, murray bergin and david ireland as Directors

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.

Messrs Larry Shutes, Mark Uren, Murray Bergin and David Ireland were appointed on 29 August 2016 as additions to the existing Directors. Resolutions 2 to 5 provide that they retire from office and seek re-election as a Directors.

Details of the background and experience of Messrs Shutes, Uren, Bergin and Ireland are set out below:

Mr. Shutes has been a chartered accountant for 35 years, a company director for 30 years and a public company director for 10 years. He has a strong background in management within the property and financial sector. Larry has extensive experience in project development, origination and execution of a broad range of innovative financial products and solutions across a spectrum of public and private equity and debt/equity-linked transactions. His most recent experience has included directorship and chair of ASX listed companies ETT Limited and Farmworks Australia Ltd. Roles included chairing of corporate governance, audit and remuneration committees, shareholder and stockbroker presentations, debt restructuring capital raisings and company restructuring.

Mr. Uren has more than 25 years` experience in consulting, professional services and technology. He holds Independent Director positions on the kronologica(R) and meetingly(R) product companies. He is currently acting CEO of a major animal hospital, and is an experienced COO of technology advice and guidance companies.

Mr. Bergin is a self-funded retiree providing executive coaching and advisory services to industry leaders. He has broad executive experience in the IT&T industry with organisations such as Dexterra, Telstra, Unisys, IBM, Prime Computer and Canada Systems Group. His management experience includes experience in the hardware and software industries as well as significant professional services operations. He is currently active in directing technology start-up operations via operating entities Recorked and FreeForce and in executive coaching through Recorked and as an associate of Madston Black. He is also a partner in a Telstra dealer operation via Televentures P/L.

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.

Resolutions 2 to 5 are ordinary resolutions.

The Chairman intends to exercise all available proxies in favour of Resolutions 2 to 5.

The Board (excluding Messrs Shutes, Uren, Bergin and Ireland respectively in relation to their own election) supports the election of Messrs Shutes, Uren, Bergin and Ireland and recommends that shareholders vote in favour of Resolutions 2 to 5.

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 2016.

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

ASIC means the Australian Securities and Investments Commission.

Auditor means EY.

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 Melbourne, Victoria.

BOS GLOBAL HOLDINGS LIMITED

ACN 009 087 852

PROXY FORM

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             [phone]   [e-mail] 
 Western Australia                                  West Perth, WA, 6872 
 
 
 Name of Shareholder: 
 
 
 Address of Shareholder: 
 
 
 Number of Shares entitled to vote: 
 
 

Please mark ý 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 10.00am (EDST) on 30 December 2016, at Garrison Capital, Level 8, 276 Flinders St, Melbourne 3000 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 Mark Reilly 
  1            as a Director 
 
 
 Resolution   Re-election of Larry Shutes 
  2            as a Director 
 
 
 Resolution   Re-election of Mark Uren as 
  3            a Director 
 
 
 Resolution   Re-election of Murray Bergin 
  4            as a Director 
 
 
 Resolution   Re-election of David Ireland 
  5            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 2       Shareholder 
  Shareholder                                  3 
  1 
------------------       ----------------    ----------------- 
 
 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 [e-mail]) 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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December 07, 2016 03:27 ET (08:27 GMT)