BSD.L Regulatory News (BSD)

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

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: An initial tallying of the “majority vote at the General Meeting” (the “Total Vote Counting”); and 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”). 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. 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. 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). 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. 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. 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. 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)

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