B.S.D. Crown Ltd Correction of Results of Meeting Held on 5 May 2017

 
TIDMBSD 
 
16 May 
2017 
 
                          B.S.D. CROWN LTD. (LSE:BSD) 
 
                                (the "Company") 
 
            CORRECTION OF RESULTS OF EXTRAORDINARY GENERAL MEETING 
 
                               HELD ON 5 MAY 2017 
 
                               (the  "Meeting") 
 
Ramat Gan, Israel 
 
The Company refers to its announcement dated 5 May 2017 with respect to the 
results of the Meeting. 
 
There has been a mistake of the tallying of the votes with respect to 
Resolutions No. 2-5 on the agenda of the Meeting. 
 
The full amended results are shown below: 
 
Results of the Meeting 
 
The Company announces the summary of the votes cast at the Meeting: 
 
No Resolution            Votes      %     Votes      %     Votes Withheld 
                         For              Against 
 
1  To amend the          39,305,538 43.63 50,787,948 56.37 1,080,572 
   Company's articles of 
   association 
 
6  To appoint PWC Israel 39,536,998 43.78 50,780,788 56.22 856,272 
   as auditor of the 
   Company 
 
7  Re-election of        39,101,145 42.89 52,070,780 57.11 2,133 
   Gregory Gurtovoy as a 
   director 
 
8  Re-election of Eli    39,100,954 42.89 52,069,619 57.11 3,485 
   Arad as a director 
 
9  Re-election of Nir    39,100,954 42.89 52,069,619 57.11 3,485 
   Netzer as a director 
 
10 Re-election of Arik   39,100,954 42.89 52,069,619 57.11 3,485 
   Safran 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     43,312,487 52.54 39,127,580 47.46 4,303 
   Marcus as a director 
 
13 Election of Avi       43,314,735 52.54 39,125,332 47.46 4,303 
   Zigelman 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. 
 
Note: With respect to these resolutions, there have been no corrections in the 
tallying of votes. 
 
In relation to Resolutions 2 through 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 9,428,404    81,304,858 
    Chet as an external 
    director 
 
                                                of which: 
 
                                                total votes    39,070,466 42,234,392 
 
                                                total votes    615,309    12,280,171 
                                                with no 
                                                personal 
                                                interest 
 
3   Election of Yair    90,733,262 9,428,225    81,305,037 
    Shilhav as an 
    external director 
 
                                                of which: 
 
                                                total votes    39,068,945 42,236,092 
 
                                                total votes    614,109    12,281,371 
                                                with no 
                                                personal 
                                                interest 
 
4   Election of Shlomo  91,811,039 10,412,501   81,398,538 
    Wertheim as an 
    external director 
 
                                                of which: 
 
                                                total votes    42,912,609 38,485,929 
 
                                                total votes    12,755,423 233,917 
                                                with no 
                                                personal 
                                                interest 
 
5   To amend the        90,730,157 9,427,974    81,302,183 
    Company's 
    Remuneration Policy 
 
                                                of which: 
 
                                                total votes    39,065,991 42,236,192 
 
                                                total votes    611,334    12,281,471 
                                                with no 
                                                personal 
                                                interest 
 
Accordingly, Resolution No.4 passed and Resolutions No. 2, 3 and 5 did not 
pass, since according to Israeli law, with respect to Resolutions No. 2-5, it 
is required both that (i) a majority of the total votes be voted in favour and 
(ii) a majority of the total votes with no personal interest be voted in 
favour. For additional explanations, please see below commentary. 
 
        Explanation of the Correction of Voting Results of the Meeting 
 
 1. Pursuant to Section 239(b) of the Israeli Companies Law, the tallying of 
    votes with respect to the appointment of External Directors shall be done 
    in two phases: 
     a. An initial tallying of the "majority vote at the General Meeting" (the 
        "Total Vote Counting"); and 
     b. From the total votes participating, the votes of shareholders who are 
        either classified as controlling shareholders of the Company or as 
        having a personal interest with respect to a controlling member will be 
        deducted (the "Total Votes With No Personal Interest"). 
 2. Pursuant to Section 276 of the Companies Law (referred to in section 239 
    (b)), a shareholder participating in a vote shall indicate on such 
    shareholder's voting card whether or not such shareholder has a personal 
    interest in the specific subject matter. If the shareholder does not 
    indicate such personal interest, then the votes of such shareholder shall 
    not be counted for purposes of the Total Vote Counting. 
 3. The Company has received evidence that voting cards representing an 
    aggregate of 29,949,817 shares, which were disqualified from voting by the 
    Company with respect to Resolutions No. 2-5 because, allegedly, the holders 
    of such shares did not inform the Company nor indicate on their voting 
    cards whether or not they have a personal interest, have in fact been 
    marked with an indication that the holders thereof do not have a personal 
    interest in these resolutions. 
 4. The Company has received copies of the signed voting cards. The Company has 
    also received from the banks that had processed the votes confirmation that 
    the votes with respect to these resolutions have indeed been marked in 
    real-time with respect to the personal interest requirements. In addition, 
    the Company has received confirmation from Broadridge Financial Solutions 
    Ltd. that it had indeed transferred to the Company in real-time voting with 
    an indication of the holders thereof that they do not have a personal 
    interest (such confirmation relates to votes which the Company has 
    incorrectly disqualified). 
 5. Consequently, the Company mistakenly disqualified 29,949,817 of the shares 
    for purposes of the Total Vote Counting. In fact, holders of only 
    10,412,501  shares did not inform the Company whether or not they have a 
    personal interest, and therefore only such shares should have been 
    disqualified for purposes of the Total Vote Counting for Resolution No. 4. 
 
 6. The tallying of votes in compliance with applicable law shows that there 
    was a mistake in the tallying of the votes for Resolutions No.2-5 and that 
    in fact, the voting on Resolution No. 4 passed in the Total Vote Counting 
    (and not only in the Total Votes With No Personal Interest), since the 
    total number of votes whose holders had informed the Company whether or not 
    they have a personal interest and voted in favour of Resolution No. 4 was 
    42,912,609 (and not 12,962,792, as originally reported by the Company), and 
    the total number of votes whose holders voted against Resolution No. 4 and 
    informed the Company whether or not they have a personal interest was 
    38,485,929. Consequently, the holders of a majority of votes voted in 
    favour of Resolution No.4. 
 7. Therefore, the Company hereby announces that Resolution No. 4 had indeed 
    passed, and that Mr. Wertheim had been appointed to serve as an External 
    Director, effective as of 5 May 2017. 
 8. Furthermore, in the circular of the Meeting, the previous board members 
    recommended to resolve to approve Resolution No.4: 
 
(Page 8, Revised Notice of Extraordinary General Meeting) 
 
 1. The Company reserves its right with respect to any claims or actions it may 
    have regarding the tallying of votes with respect to the aforementioned 
    resolutions. 
 
Enquiries: 
 
Joseph Williger, Active Chairman of the board: [e-mail] 
 
 
 
END 
 

(END) Dow Jones Newswires

May 16, 2017 11:45 ET (15:45 GMT)