BSD.L Regulatory News (BSD)

B.S.D. CROWN LTD - Company Update

PR Newswire

London, July 25

BSD Crown Ltd. (LSE: BSD)

(the “Company”)

Company Update

Ramat Gan, 25 July 2016

Update regarding Results of the General Meeting

Further to Company's announcement dated 5 July 2016, regarding results of the General Meeting and the ruling of the Financial Department of the Israeli District Court in Tel Aviv, the Company hereby announces that after receiving the explicit consent from Zvi V & Co Ltd (the “Petitioner”) and from Yossi Williger (the Petitioner and Yossi Williger together being the "Willigers") and the entry into of an agreement between the Company and Willigers (the "Agreement") on 20 July 2016, the Company announces the following: (a) the resolution to appoint Iris Even-Tov as an external director of the Company is to be treated as passed at General Meeting of 5 July 2016; (b) the Company intends to appoint Adv. Sarit Leviathan as an additional board member in the Company to be appointed by the Board at a board meeting scheduled for today; and (c) the retired judge, will be appointed as a director of the Company on behalf of the Court to oversee Company's corporate governance and to report to the court and the shareholders (instead of Mr Avi Zamir, as previously proposed); and (d) each of the parties shall waive their rights to bring any claims regarding the General Meeting.

Independent board committee appointment

The Company announces that its board of directors decided to establish a committee of independent directors to investigate all of the Company's deposits and financial matters so as to retrieve and protect the Company's assets and to recommend the board on the action to be taken by the Company in order to regain all its assets and rights of the Company. The first members of this committee will be the external director, Mrs. Iris Even-Tov, and the independent directors, Mr. Gil Leidner, Mrs. Neomi Enoch and Mrs. Sarit Leviathan.

Filing of a request to approve derivative lawsuit

Further to Company's announcement dated 7 January, 2016 with respect to the motion requesting disclosure of certain documents and board minutes relating to certain bank accounts held by the Company and BGI Investments (1961) Ltd. (“BGI”) and their subsidiaries in Austria and Azerbaijan, the Company announces that a request to approve a derivative action, on behalf of the Company and BGI, against the Company's past and present officers and auditors, regarding all damages allegedly to have been caused to the Company due to the deposits in foreign banks, in the total amount of approximately US$50 million, has been filed with Financial Department of the Israeli District Court in Tel Aviv. The Company and BGI are considering the claim and will file its reply in due course.

The Company will provide further updates, regarding the matters set out in this announcement, in due course.

Enquiries:

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