17 May 2017 10:44
B.S.D. Crown Ltd. - Correction of Results of Meeting Held on 5 May 2017B.S.D. Crown Ltd. - Correction of Results of Meeting Held on 5 May 2017
PR Newswire
London, May 17
Missing text on Note 8, full text should be:Furthermore, in the circular of the Meeting, the previous board membersrecommended to resolve to approve Resolution No.4:"The Board considers the election of additional external directors, and theremuneration thereof, to be in the best interests of the Company and itsShareholders as a whole. Accordingly, the Board recommends that Shareholdersvote in favour of Resolutions 2 to 4".(Page 8, Revised Notice of Extraordinary General Meeting)
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 For | % | Votes Against | % | Votes Withheld |
| 1 | To amend the Company’s articles of association | 39,305,538 | 43.63 | 50,787,948 | 56.37 | 1,080,572 |
| 6 | To appoint PWC Israel as auditor of the Company | 39,536,998 | 43.78 | 50,780,788 | 56.22 | 856,272 |
| 7 | Re-election of Gregory Gurtovoy as a director | 39,101,145 | 42.89 | 52,070,780 | 57.11 | 2,133 |
| 8 | Re-election of Eli Arad as a director | 39,100,954 | 42.89 | 52,069,619 | 57.11 | 3,485 |
| 9 | Re-election of Nir Netzer as a director | 39,100,954 | 42.89 | 52,069,619 | 57.11 | 3,485 |
| 10 | Re-election of Arik Safran as a director | 39,100,954 | 42.89 | 52,069,619 | 57.11 | 3,485 |
| 11 | Election of Shmuel Messenberg as a director | 43,314,435 | 52.54 | 39,125,632 | 47.46 | 4,303 |
| 12 | Election of Keren Marcus as a director | 43,312,487 | 52.54 | 39,127,580 | 47.46 | 4,303 |
| 13 | Election of Avi Zigelman as a director | 43,314,735 | 52.54 | 39,125,332 | 47.46 | 4,303 |
| 14 | Election of Joseph Williger as a director | 43,310,930 | 52.54 | 39,129,137 | 47.46 | 4,303 |
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 Received | Votes Disqualified | Balance | For | Against |
| 2 | Election of Gal Chet as an external director | 90,733,262 | 9,428,404 | 81,304,858 | ||
| of which: | ||||||
| total votes | 39,070,466 | 42,234,392 | ||||
| total votes with no personal interest | 615,309 | 12,280,171 | ||||
| 3 | Election of Yair Shilhav as an external director | 90,733,262 | 9,428,225 | 81,305,037 | ||
| of which: | ||||||
| total votes | 39,068,945 | 42,236,092 | ||||
| total votes with no personal interest | 614,109 | 12,281,371 | ||||
| 4 | Election of Shlomo Wertheim as an external director | 91,811,039 | 10,412,501 | 81,398,538 | ||
| of which: | ||||||
| total votes | 42,912,609 | 38,485,929 | ||||
| total votes with no personal interest | 12,755,423 | 233,917 | ||||
| 5 | To amend the Company’s Remuneration Policy | 90,730,157 | 9,427,974 | 81,302,183 | ||
| of which: | ||||||
| total votes | 39,065,991 | 42,236,192 | ||||
| total votes with no personal interest | 611,334 | 12,281,471 |
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:"The Board considers the election of additional external directors, and the remuneration thereof, to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of Resolutions 2 to 4".
(Page 8, Revised Notice of Extraordinary General Meeting)
9. 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: Yossi@ydekel.co.il