B.S.D CROWN LTD.
B.S.D CROWN Ltd (LSE:BSD)
(the "Company")
RESULTS OF EXTRAORDINARY GENERAL MEETING
(the "Meeting")
Ramat Gan, Israel, 5 May 2017
Results of the Meeting
The Company announces the summary of the votes cast at the Meeting held earlier
today:-
No Resolution Votes % Votes % Votes
For Against Withheld
1 To amend the Company's 39,305,538 43.63 50,787,948 56.37 1,080,572
articles of association
6 To appoint PWC Israel as 39,536,998 43.78 50,780,788 56.22 856,272
auditor of the Company
7 Re-election of Gregory 39,101,145 42.89 52,070,780 57.11 2,133
Gurtovoy as a director
8 Re-election of Eli Arad as 39,100,954 42.89 52,069,619 57.11 3,485
a director
9 Re-election of Nir Netzer 39,100,954 42.89 52,069,619 57.11 3,485
as a director
10 Re-election of Arik Safran 39,100,954 42.89 52,069,619 57.11 3,485
as a director
11 Election of Shmuel 43,314,435 52.54 39,125,632 47.46 4,303
Messenberg as a director
12 Election of Keren Marcus 43,312,487 52.54 39,127,580 47.46 4,303
as a director
13 Election of Avi Zigelman 43,314,735 52.54 39,125,332 47.46 4,303
as a director
14 Election of Joseph 43,310,930 52.54 39,129,137 47.46 4,303
Williger as a director
Accordingly, resolutions 1 and 6-10 have not been passed and resolutions 11 to
14 have been passed.
In relation to resolutions 2 to 5, the votes cast at the Meeting were as
follows:
No Resolution Votes Votes Balance For Against
Received Disqualified
2 Election of Gal 90,733,262 39,378,221 51,355,041
Chet as an
external director
of which:
total votes 39,070,466 12,284,575
total votes 615,309 12,280,171
with no
personal
interest
3 Election of Yair 90,733,262 39,378,042 51,355,220
Shilhav as an
external director
of which:
total votes 39,068,945 12,286,275
total votes 614,109 12,281,371
with no
personal
interest
4 Election of Shlomo 91,811,039 40,362,318 51,448,721
Wertheim as an
external director
of which:
total votes 12,962,792 38,485,929
total votes 12,755,423 233,917
with no
personal
interest
5 To amend the 90,730,157 39,377,791 51,352,366
Company's
Remuneration
Policy
of which:
total votes 39,065,991 12,286,375
total votes 611,334 12,281,471
with no
personal
interest
Accordingly, none of these resolutions were passed since according to Israeli
law, the resolutions require both a majority of the total votes to be in favour
and also a majority of the total votes with no personal interest to be in
favour.
In resolutions 2 to 5, the votes noted above as being disqualified are as a
consequence of forms of proxy and/or forms of direction being received with no
indication as to whether or not the relevant shareholder had a personal
interest in the resolution, as required by the Company and set out on page 9 of
its circular to shareholders dated 2 March 2017 convening the Meeting.
At the Meeting, a representative of BGI Investments (1961) Ltd. ("BGI")
remarked that following the decision of the Tel Aviv district court as
announced by the Company on 24 April 2017 (the "24th April Decision"), and the
receipt by the Company of a letter from BGI following the 24th April Decision,
as announced by the Company on 4 May 2017, BGI should no longer be considered
to have a personal interest in resolutions 2 to 5 above and therefore, the
forms of proxy and direction previously provided by BGI indicating that it had
a personal interest should be changed to indicate that BGI did not have a
personal interest in the resolutions. Since the deadline for the receipt of
forms of proxy and direction had passed, the results set out above regarding
resolutions 2 to 5 are based on those forms received by the Company from BGI.
The Company's issued share capital as at 5 May 2017 (excluding treasury shares)
was 109,990,252 ordinary shares of NIS0.01 each.
Enquiries:
Nir Netzer - Chairman of the Meeting
B.S.D. Crown Ltd. : - Results of Extraordinary General Meeting
May 05, 2017 at 03:52 pm
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