BSD.L Regulatory News (BSD)

B.S.D. CROWN LTD - Addendum to Notice of Annual and EGM

PR Newswire

London, June 10

B.S.D CROWN Ltd (“BSD” or the “Company")

(LSE:BSD)

ADDENDUM TO NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING

Ramat Gan, Israel, 10 June 2016

It has come to the Company’s attention that there is an error regarding the document (the “Circular”) containing the Notice which was sent to Shareholders on 1 June 2016. As such, the Company has today issued an addendum to the Notice (the “Addendum”). It is hereby clarified as follows:

The Company intends to pay all external directors appointed at the Meeting (including any director appointed pursuant to Resolutions 12-13), an annual fee of £20,000, to be paid quarterly in arrears and subject to any limitations on total compensation amounts payable to external directors that may apply from time to time under the Israeli Companies Law. This fee shall survive the three-year term of appointment and is in line with the Company’s remuneration policy as approved by its Shareholders on 8 September 2014.

Pursuant to the Israeli Companies Law, the remuneration of external directors is subject to the approval of the Company’s remuneration committee, followed by the approval of the Board.

Pursuant to the Israeli Companies Law, the remuneration of directors proposed for election or re-election is subject to the approval of the Company’s remuneration committee, followed by the approval of the Board. The Company intends to pay all other directors appointed at the Meeting (including any director appointed pursuant to Resolutions 9-11) an annual fee of £20,000, to be paid quarterly in arrears and subject to any limitations on total compensation amounts payable to directors that may apply from time to time under the Israeli Companies Law.

As stated in the Circular, subject to the approvals required by law, all directors of the Company shall also be entitled to indemnification and Directors and Officers insurance policy covering actions and omissions. In December 2009, the Shareholders authorised the Company to enter into an indemnification agreement with the Company’s then serving and future directors. In addition, the Shareholders have authorised the Company to procure, renew, extend and/or replace from time to time an insurance policy covering actions and omissions of the then serving and future directors of the Company at an annual premium not to exceed $500,000.

Shareholders should note that no amendments are required to be made to the Form of Proxy or Form of Direction enclosed with the Circular and these remain valid for the purposes of the Meeting.

Position Statement

On 7 June 2016, the Company received a position statement sent on behalf of Y.M. Holdings in connection with the Meeting. A copy of such statement has today been uploaded to the Company’s website (www.bsd-c.com) and is available for download at http://bsd-c.com/images/Shareholder%20Position%20Statement.pdf . Hard copies of the position statement are available from the Company on request.

The Company objects to some of the facts and to the conclusions which are included in Y.M Holdings’ position statement and will publish its own position statement by the end of the month. A copy of such position statement will be uploaded to the Company’s website and will be announced via a regulatory information service of London Stock Exchange plc.

Copies of the Addendum 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. Terms used in this announcement and not defined are as defined in the Circular.

Further information about the Company

For more information about the Company, visit www.bsd-c.com.

Enquiries: Yossi Schneorson, CEO: yossi@bsd-c.com