BSD Crown Ltd. (LSE: BSD)                           

                                    (the "Company")                                

                      Notice of an Extraordinary General Meeting                   

                                                Ramat Gan, Israel, 23 February 2017

    The Company has today issued a Notice of Extraordinary General Meeting ("
    Meeting").

    The Meeting will be held at 9.00am (BST) on 29 March 2017 at the Hilton London
    Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, United
    Kingdom.

    The Meeting is convened for the purpose of seeking shareholders' authority to
    approve the amendment of the Company's articles of association, the appointment
    of certain external statutory directors, the appointment and remuneration of
    auditors, and the amendment of the Company's officers' remuneration policy.

    In addition Yossi Willi Management and Investment Ltd. (the "Requisitionist") a
    Shareholder, has requisitioned an extraordinary general meeting of the Company
    and is proposing resolutions to seek shareholders' authority to approve the
    appointment of several individuals as directors of the Company and the removal
    from office of all of the existing directors of the Company (apart from the
    Company's external director (Mrs. Iris Even-Tov) who has a statutory role under
    Israeli law).

    Resolutions recommended for adoption by the Company

     1. The Board is proposing to amend the Company's articles of association in
        order to ensure that the Company's management is represented at all general
        meetings, including via tele-conference.
     2. The Board is proposing to elect at least two of Mr. Gal Chet, Mr. Yair
        Shilhav and Mr. Shlomo Wertheim (the "External Director Nominees") as
        external directors of the Company. The Board believes that the appointment
        of at least two of the External Director Nominees as external directors of
        the Company complies with the provisions and requirements under the Israeli
        Companies Law and that their skills and capabilities would contribute to
        the Company's on-going business. The Board has also determined that the
        External Director Nominees satisfy the requirements under the UK Corporate
        Governance Code to serve on the Board as independent directors and that
        their appointment will increase the level of independence of the Board.

    As required by the Israeli Companies Law, it is proposed that at least two of
    the External Director Nominees be elected to serve the office as external
    directors for an initial fixed term of three years commencing on the date their
    election is approved by Shareholders. If the election is approved by
    Shareholders, at least two of Messrs. Chet, Shilhav and Wertheim will be
    appointed by the Board to serve as members of each of the audit committee,
    compensation committee and remuneration committee.

     1. As required by the Israeli Companies Law, at least once in every three
        years, it is proposed to adopt the the Company's updated remuneration
        policy. A copy of the full English translation of the Remuneration Policy
        is available in the notice in respect of the Company's general meeting
        which has been sent to Company Shareholders today.
     2. In order to allow the Company to make further progress, finalise and
        publish its financial statements for the years ending 31 December 2015 and
        31 December 2016, it is recommended to approve the appointment of PWC
        Israel (Kesselman & Kesselman CPAs) as the Company's external auditors
        until the next annual general meeting of the Company and to authorise the
        Board, with the approval of the audit committee of the Board, to determine
        the remuneration of the auditors

    Resolutions proposed by the Requisionist

    The following resolutions are proposed by the Requisionist who, in the opinion
    of the Board, is attempting to take over the control and management of the
    Company:

     1. As a result of the Requisitionist's request to replace each of them,
        effectively requiring the re-election of Mr. Gregory Gurtovoy, Mr. Eli
        Arad,  Mr. Nir Netzer and Mr. Arik Safran as directors of the Company. The
        directors will hold office until the next annual general meeting of the
        Company.
     2. To elect Mr. Joseph Williger, Mr. Shmuel Messenberg, Mr. Avi Zigelman and
        Mrs. Keren Marcus as directors until the conclusion of the next annual
        general meeting.

    Further information regarding the background and experience of certain of the
    directors proposed by the Requisitionist is available in the notice in respect
    of the Company's general meeting  which has been sent to Company Shareholders
    today.

    The Board also considers that the election of Mr. Joseph Williger, Mr. Shmuel
    Messenberg, Mr. Avi Zigelman and Mrs. Keren Marcus not to be in the best
    interests of the Company and its Shareholders as a whole. The Board has taken
    active steps to confirm the suitability of the Requisitionist's proposed
    directors, seeking information about them (in respect of which no details have
    been provided) and requesting a meeting with such proposed directors (which
    request was declined by the Requisitionist through the Requisitionist's legal
    counsel). The Board does not know the proposed directors and does not have up
    to date information about them. As such, the Board cannot, without the
    additional information it requested but was denied, make an assessment as to
    the suitability of such proposed directors to act in the best interest of the
    Company and its Shareholders as a whole. As such, the Board considers the
    appointment of all of the Requisitionist's proposed directors not to be in the
    best interests of the Company and its Shareholders as a whole and recommends
    that Shareholders vote against the relevant resolutions at the Meeting.

    Further details of all of the abovementioned matters are contained in the
    notice in respect of the Company's general meeting  which has been sent to the
    Company's Shareholders today.

    In addition to the resolutions proposed by the Requisitionist, which the Board
    considers to be an attempt by the Requisitionist to take over the control and
    management of the Company, it should be noted that although no decision has
    been taken by the Board to issue new shares in order to attempt to ensure
    sufficient shares of the Company held in "public hands" for the purposes of
    Chapter 14 of the listing rules made under section 74 of the Financial Services
    and Markets Act 2000 (as amended) (the "Listing Rules"), on 16 February 2017,
    the Requisitionist, by its controlling shareholder Mr. Joseph Williger, filed a
    request for a temporary injunction against the Company preventing the Company
    from taking any action which may change the Company's capital, and which might
    include, by way of example, a non pre-emptive issue of shares in order to try
    and address the "public hands" position of the Company. The court has granted
    Mr. Joseph Williger a temporary injunction prohibiting the Company from doing
    the same pending a hearing. The Board is considering its options in relation to
    the request, which it considers to be an unjustified hindrance on the Board's
    ability to consider all available options to it for the benefit of the Company
    and its Shareholders as a whole, among other things, in order to secure the
    lifting of the suspension in trading of its shares on the London Stock Exchange
    as soon as practicably possible.

    The Company takes this opportunity of reminding shareholders that under the
    Listing Rules, in the event that the Financial Conduct Authority has the power
    to cancel the Company's listing where the percentage of shares in public hands
    falls below 25 per cent.. If the listing is cancelled there will no longer be
    an exchange on which the Company's shares can be readily traded.

    As announced by the Company on 8 February, 2017, following the acquisition
    (directly and indirectly) by Mr. Yossi Williger of 7.94% of the Company's
    issued and outstanding share capital pursuant to a tender offer, and in light
    of the clarification provided by Mr. Zwi Williger as to the fact that he holds
    (directly and/or indirectly) 9.996% of the Company's issued and outstanding
    share capital, the Company believes that the number of shares of the Company
    currently held in "public hands" for the purposes of Chapter 14 of the Listing
    Rules has fallen to approximately 12.6%, which is significantly below the 25%
    threshold required (subject to certain exceptions) under Chapter 14 of the
    Listing Rules.

    Copies of the Notice will be submitted to the National Storage Mechanism and
    will shortly be made available on the Company's website at www.bsd-c.com and
    from the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

    Enquiries:

    Gregory Gurtovoy, chairman of the board: office@bsd-c.com