Agreement to Acquire 40% Interest in Business

BOS GLOBAL Holdings Limited

ACN 009 087 852

AIM Release

20 March 2017

BOS GLOBAL Holdings Limited ("BOS" or "the Company") (AIM: BOS), the software developer focused on improving productivity and creating operational efficiencies in the workplace, is pleased to announce that it has signed a conditional agreement to acquire a 40% interest in Call Design Pty Ltd, ("Call Design") (the "Investment"). Call Design is a profitable, Australian based, global provider of workforce optimisation tools, focused particularly on call centre services, which has an established blue chip client base.

Highlights

· Highly synergistic investment, which will provide multiple cross-selling opportunities to both companies in line with BOS' strategy to deliver a comprehensive business optimisation offering globally

· Call Design has a significant multi-sector client base, which includes all four of Australia's major banks, leading international telecommunications companies, blue chip insurers and governmental bodies, with a current operational reach spanning 26 countries

· The Investment fits ideally with BOS' global growth strategy - BOS to initially target the Australian, UK and US markets, with a primary focus on securing customers in the financial and government sectors

· Conditional agreement to acquire 40% of Call Design's issued share capital for a consideration of £280,000 cash and the issue of 5,040,000 Ordinary BOS Shares (the "Consideration Shares"). The Consideration Shares would be issued at a nominal price of 50 pence, implying an aggregate consideration of £2.8 million

· The cash consideration expected to be funded through drawdowns on the Company's existing convertible loan note facility

BOS COO Mark Uren said, "BOS and Call Design share a common goal: to optimise the workplace by automating day-to-day processes which enables employees to work more efficiently. Given this, and the complementary nature of our products and services, there is a strategic opportunity to create a strong, unique and integrated offering, which increases our clients' business performance and in turn positively impacts our sales. In addition, Call Design already has established relationships with many key players in both our core target sectors and geographic markets and has solid profits so the rationale for this investment becomes even clearer. Call Design has a solid pipeline of new business opportunities, and we look forward to providing updates on this in the coming weeks. Most importantly, we continue to make excellent progress towards the launch of our innovative BOS360 Work Patterns platform, targeted in May 2017, which will further strengthen our competitive software product and service offering."

Call Design Director Brett Redman said, "At Call Design we believe that 'if you can't measure it, you can't manage it'. With this in mind, we are attracted to BOS' software and forthcoming BOS360 Work Patterns platform, which for the first time will enable employers to track the full work patterns of individual employees, teams and organisations in order to deliver strategies that build productivity and profitability. We look forward to deploying BOS' innovative offering to our international client base and equally offering our services to BOS' growing network."

Further Information

About Call Design and Investment Rationale

Call Design has been operational since 1999 and specialises in workforce optimisation solutions by providing exceptional support, personalised training, custom software development, and consulting services. As a 'Platinum Partner' of Aspect, the world's leading enterprise cloud contact centre provider, Call Design specialises in the deployment, integration, training and support of one of the world's premier Workforce Optimisation platforms. However, the company not only delivers solutions, but it prides itself on the provision of ongoing support to its customers. This includes not only the usual 'break/ fix' kind of support, but a far more useful 'How do I?' kind of support. This helps Call Design build very strong and lasting relationships with its customers, and indeed most of the customers that Call Design started out with are still Call Design customers today.

Call Design has a multi-sector customer base, spread across 26 countries. It works with a significant number of global and leading banks and has a strong presence in Australia, the UK / Europe and the USA.

BOS has launched two software products, BOS Meet and BOS Automate, which automate processes in the workplace. These standalone software products will be integrated into the forthcoming BOS360 Work Patterns platform, which is on track to be launched in May 2017 and will improve the efficiency of an individual, team and organisation's daily activities so that businesses and government bodies can operate smarter. The results will:

· Enable management to make fact based decisions and provide greater insight into how best to optimise teams - taking into account the myriad of variables such as: the volume and type of work activities, roles, social relationships, individual skills, experience and education to name a few

· Provide workers with a tool-set that promotes more efficient work patterns and encourages them to focus on areas of activity that will have the greatest measurable impact on the business and overall productivity

Given the synergy between both companies' visions, and the complementary suite of products and services developed separately, the Boards of BOS and Call Design agree that the Investment by BOS will formally establish significant cross-selling opportunities which will positively impact the balance sheet of both companies.

For further information on Call Design please visit https://www.calldesign.com.au/

The Transaction

The Investment is subject to the following conditions precedent:

· Completion of due diligence to the satisfaction of BOS

· Execution of a suitable agreement with Call Design's shareholders on or before 31 March 2017, to include a provision that BOS will have first right of refusal should Call Design owners sell their remaining 60% interest at a future point in time

· Settlement on or before 21 April 2017

· Call Design appointed as a Platinum Reseller of BOS product

· Call Design appointed as a BOS Innovation Partner and commercial subscriber of all BOS products for a minimum three-year term; and

· Agreement of terms for development of BOS IP into Call Design services offerings

It is expected that the cash consideration of £280,000 will be funded through a drawdown on the Company's existing convertible loan note facility in place with Innovation Corporation Limited ("Convertible Facility"). The Convertible Facility, which was initially notified on 30 August 2016, currently has a balance available to be drawn down of £1,102,000.

The 5,040,000 Consideration Shares to be issued on Completion will be priced at a nominal 50 pence per BOS Share, implying an aggregate consideration value of £2.8 million.

Subject to successful completion of the Investment the Company's equity holding in Call Design will be subject to a 12-month lock-in from the date of issuance. Following completion of the Investment, BOS will have the right to nominate one new director of Call Design.

**ENDS**

For further information please visit www.bosglobal.com or contact:

About BOS GLOBAL

BOS GLOBAL is a Software Company dedicated to making workplaces more productive. 

It does this through its patented platform built to capture and analyse activities as a smart way to help individuals to achieve greater levels of workplace efficiency. 

The platform known as BOS360 Work Patterns is unique in its ability to digitally render real time views of productivity in the form of Work Patterns at an individual, team or organisation level. 

The platform comprises of three main business competencies;

1. Workplace Automation - How digital information (records and documents) is managed in the workplace.

2. Workplace Productivity - How people are spending their time at work

3. Workplace Integrity - How workplace information is secured and validated.

Each of these competencies are supported by a range of enterprise grade software products designed to perform a specific set of workplace functions. These products also act as both collectors and feeders of information to the BOS360 Platform for use in the generation of Work Pattern reports.

BOS GLOBAL will generate re-occurring income through subscriptions of its BOS360 Work Pattern platform and supporting products, as well as through licensing of its patented Work Pattern technology. 

Company sales strategy is focussed on building a global distribution partner network via Enterprise Software Vendors, Professional Services organisations and Consulting Practices.

BOS GLOBAL Holdings Limited is a LSE AIM listed company incorporated in Australia, operating from offices in Melbourne, Sydney and Brisbane. Plans are well underway to increase its representation, with offices in London, San Francisco and Hong Kong in year 2017.