2 Mar 2017 15:47
B.S.D. CROWN LTD - Notice of an Extraordinary General MeetingB.S.D. CROWN LTD - Notice of an Extraordinary General Meeting
PR Newswire
London, March 2
BSD Crown Ltd. (LSE: BSD)
(the “Company”)
Notice of an Extraordinary General Meeting
Ramat Gan, Israel, 2 March 2017
The Company has today issued a revised Notice of Extraordinary General Meeting ("Meeting").
The revised notice is being sent at the request of Yossi Willi Management and Investment Ltd., (the “Requisitionist”)
The Meeting will be held at 9.00am (BST) on 29 March 2017 at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, United Kingdom.
The Meeting is convened for the purpose of seeking shareholders’ authority to approve the amendment of the Company’s articles of association, the appointment of certain external statutory directors, the appointment and remuneration of auditors, and the amendment of the Company's officers' remuneration policy.
In addition the Requisitionist is proposing resolutions to seek shareholders’ authority to approve the appointment of several individuals as directors of the Company and the removal from office of all of the existing directors of the Company (apart from the Company’s external director (Mrs. Iris Even-Tov) who has a statutory role under Israeli law).
Resolutions recommended for adoption by the Company
The Board is proposing to amend the Company's articles of association in order to ensure that the Company’s management is represented at all general meetings, including via tele-conference. The Board is proposing to elect at least two of Mr. Gal Chet, Mr. Yair Shilhav and Mr. Shlomo Wertheim (the "External Director Nominees") as external directors of the Company. The Board believes that the appointment of at least two of the External Director Nominees as external directors of the Company complies with the provisions and requirements under the Israeli Companies Law and that their skills and capabilities would contribute to the Company’s on-going business. The Board has also determined that the External Director Nominees satisfy the requirements under the UK Corporate Governance Code to serve on the Board as independent directors and that their appointment will increase the level of independence of the Board.As required by the Israeli Companies Law, it is proposed that at least two of the External Director Nominees be elected to serve the office as external directors for an initial fixed term of three years commencing on the date their election is approved by Shareholders. If the election is approved by Shareholders, at least two of Messrs. Chet, Shilhav and Wertheim will be appointed by the Board to serve as members of each of the audit committee, compensation committee and remuneration committee.
As required by the Israeli Companies Law, at least once in every three years, it is proposed to adopt the the Company’s updated remuneration policy. A copy of the full English translation of the Remuneration Policy is available in the notice in respect of the Company's general meeting which has been sent to Company Shareholders today. In order to allow the Company to further progress, finalise and publish its financial statements for the years ending 31 December 2015 and 31 December 2016, it is recommended to approve the appointment of PWC Israel (Kesselman & Kesselman CPAs) as the Company’s external auditors until the next annual general meeting of the Company and to authorise the Board, with the approval of the audit committee of the Board, to determine the remuneration of the auditors. The Board proposes to re-appoint Mr. Gregory Gurtovoy, and to elect Mr. Eli Arad, Mr. Nir Netzer and Mr. Arik Safran, as members of the Board until the conclusion of the next annual general meeting. Each such director, if so elected, will hold office until the next annual general meeting of the Company (if such director is not so elected, he or she shall be automatically removed from office).Information regarding the backgrounds and experience of Mr. Gregory Gurtovoy, Mr. Eli Arad, Mr. Nir Netzer and Mr. Arik Safran is available in appendix 1 attached hereto.
Further details of these matters are contained in the circular which has been sent to Company Shareholders today.
The Board considers that these resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board is recommending that Shareholders vote in favour of the relevant resolutions at the Meeting.
Resolutions proposed by the Requisionist
The following matters are proposed by the Requisionist who, in the opinion of the Board, is attempting to take over the control and management of the Company:
To remove from office all the existing directors (other than the external director); To elect Mr. Joseph Williger, Mr. Shmuel Messenberg, Mr. Avi Zigelman and Mrs. Keren Marcus as directors until the conclusion of the next annual general meeting.Information regarding the background and experience of the proposed directors is available in the circular and the Requisionist letter which has been sent to Company Shareholders today.
The Board also considers that the election of Mr. Joseph Williger, Mr. Shmuel Messenberg, Mr. Avi Zigelman and Mrs. Keren Marcus not to be in the best interests of the Company and its Shareholders as a whole. The Board considers the appointment of all of the Requisitionist’s proposed directors not to be in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote against the relevant resolutions at the Meeting.
Copies of the Notice 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.
Enquiries:
Gregory Gurtovoy, chairman of the board: office@bsd-c.com