B.S.D. Crown Ltd Results of Extraordinary General Meeting

 
TIDMBSD 
 
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 
 
 
 
END 
 

(END) Dow Jones Newswires

May 05, 2017 10:50 ET (14:50 GMT)