BSD.L Regulatory News (BSD)

B.S.D. CROWN LTD - Notice of Annual and Extraordinary General Meeting

PR Newswire

London, June 1

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

(LSE:BSD)

NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING

Ramat Gan, Israel, 1 June 2016

The Company has today issued a Notice of Annual and Extraordinary General Meeting ("Meeting").

The Meeting will be held at 9.30am (BST) on 5 July 2016 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 appointment of certain directors, including independent statutory directors, the appointment and remuneration of auditors, indemnification of directors and directors’ and officers' insurance policy.

In addition a group of shareholders who have requisitioned an extraordinary general meeting of the Company (the “Requisitionists”) are proposing resolutions to seek shareholders’ authority to approve the appointment of several individuals and the removal from office of all of the existing directors of the Company (apart from the Company’s external director who has a statutory role under Israeli law).

Resolutions recommended for adoption by the Company

The Board is proposing to elect Mrs. Iris Even-Tov as an external director of the Company. The Board believes that the appointment of Mrs. Even-Tov as an external director of the Company complies with the provisions and requirements under the Israeli Companies Law and that her skills and capabilities would contribute to the Company’s on-going business. The Board has also determined that Mrs. Even-Tov satisfies the requirements under the UK Corporate Governance Code to serve on the Board as an independent director and that her appointment will increase the level of independence of the Board.

As required by the Israeli Companies Law, it is proposed that Mrs. Even-Tov be elected to serve the office as external director for an initial fixed term of three years commencing on the date her election is approved by Shareholders. If the election is approved by Shareholders, Mrs. Even-Tov will be appointed by the Board to serve as a member of each of the audit committee, compensation committee and remuneration committee.

The Board is also proposing to appoint Mrs. Naomi Enoch, Mr. Gil Leidner and Mrs. Iris Even-Tov (in the event that her appointment as an external director of the Company has not been approved), as members of the Board. In accordance with the Articles and the provisions of the Israeli Companies Law, each such director will hold office until the next annual general meeting of the Company.

Pursuant to the Company’s articles of association and the provisions of the Israeli Companies Law, at each annual general meeting the directors of the Company (other than statutory external directors appointed in accordance with the Israeli Companies Law) shall retire from office and may be nominated for re-election. The directors will hold office until the next annual general meeting of the Company in accordance with the articles of association of the Company. Accordingly it is proposed to re-appoint Mr. Gregory Gurtovoi and Mr. Oleksandr Avdyeyev as members of the Board, each to hold office until the next annual general meeting of the Company.

Further information regarding the background and experience of the proposed directors is available in the circular which has been sent to shareholders today.

In addition resolutions are being tabled to approve (i) the proposed remuneration, indemnification of directors; (ii) the provision of directors’ and officers’ insurance policy for the Board; (iii) the re-appointment of Brightman Almagor Zohar, a registered public accounting firm and a member of Deloitte, as auditor of the Company until the conclusion of the next annual general meeting and to authorise the Board to determine the remuneration of the Company’s auditors; and (iv) the provision of “Run-Off” insurance coverage to be granted to the retiring directors, namely Messrs. Israel Yossef Schneorson, Yosef Schvinger and Chanoch Winderboim, for a period of seven years.

Further details of these matters are contained in the circular which has been sent to 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 Requisionists

The following resolutions are proposed by the Requisionists who, in the opinion of the Board, are 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 as directors Mr. Shmuel Messenberg and Mrs. Keren Marcus as external directors for an initial fixed term of three years commencing on the date of approval by the Shareholders; and

To elect Mr. Yoseph Williger, Mr. Zwi Williger and Mr. David Dorin as directors until the conclusion of the next annual general meeting.

The Board considers that the election of Mr. Joseph Williger and Mr. Zvi Williger is not in the best interests of the Company and its shareholders as a whole. Mr. Joseph Williger and Mr. Zwi Williger sold their stake in the Willi-Food Investments, a subsidiary of the Company and main asset of the Company ("WFI") on 2014, and in spite of that, they remained in their positions at the WFI until 2015. During that period, and while they were holding office, the WFI’s and Company’s share price decreased. Accordingly, the Board recommends that Shareholders vote against the relevant resolutions at the Meeting.

The Board also considers that the election of Mr. David Dorin, Mr. Shmuel Messenberg and Mrs. Keren Marcus is not in the best interests of the Company and its shareholders as a whole. These candidates, proposed by Mr. Joseph Williger and Mr. Zwi Williger are not, in the opinion of the Board, suitable for such appointment given their connections to Mr. Joseph Williger and Mr. Zwi Williger. Accordingly, the Board 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.

Further information about the Company

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

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