BSD.L Regulatory News (BSD)

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

PR Newswire

London, July 27

B.S.D Crown Ltd (LSE:BSD)

("BSD" or the "Company")

Notice of Extraordinary General Meeting

Tel Aviv, Israel, 27 July, 2015

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

The EGM will be held at 12 noon (BST) on 1 September 2015 at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, United Kingdom.

The EGM is convened for the purpose of seeking Shareholder's authority to appoint Mrs. Dafna Shalev-Flamm as a second statutory independent director, as required by the Israeli Companies Law. Such appointment, if approved, would take effect at the end of the EGM.

Under the Israeli Companies Law, 5759-1999 and regulations promulgated thereunder (the "Israeli Companies Law"), companies incorporated under the laws of Israel whose shares have been offered to the public in or outside of Israel, are required to appoint at least two statutory independent directors (the "external directors") who meet certain Israeli statutory criteria of independence; such criteria are generally in line with the independence requirement under the 2014 UK Corporate Governance Code (the "Code").

If an external directorship becomes vacant and there are fewer than two external directors on the board of directors at that point in time, the board of directors is required under the Israeli Companies Law to call a shareholders' meeting as soon as practicable to appoint a replacement external director. Currently, the board of directors of the Company (the "Board") includes one director designated as an external director, Mr. Zvi Shur, who was elected at the Company's annual general meeting in April 2013 for a third three-year term as an external director commencing 24 November 2013.

The Board is therefore convening the EGM to seek Shareholders' authority to appoint a second external director.

Set forth below is certain information regarding the background and experience of Mrs. Shalev-Flamm:

Mrs. Dafna Shalev-Flamm is a certified public accountant in Israel and has served as the Chief Financial Officer and Consultant of the Destiny Group, with holdings in real estate, hi-tech, finance, and human resources, since 1995. As part of this role, Mrs. Shalev-Flamm has served as the Chief Financial Officer and Consultant for 15 investment companies including Giron Development & Building Ltd., an Israeli publicly traded company specialising in real estate.

Mrs. Shalev-Flamm started her career in the accounting department of Africa Israel Investments Ltd. and in the tax department of the accounting firm Ernst & Young. Mrs. Shalev-Flamm has served on the board as an external director of Poliram Ltd. from 2004 to 2010, on the board of Plasson Industries Ltd. since 2009, on the board of MTI Computers and Software Services (1982) Ltd since 2012 and, since 2013, Mrs. Shalev-Flamm has been an independent director of Polyram (1999) Ltd.

Mrs. Shalev-Flamm holds a Bachelor’s degree in Business Administration from The College of Management Academic Studies and an MBA from the Ben-Gurion University.

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:

Emil Budilovsky, Joint CEO, CFO and Company Secretary: Emil@bsd-c.com