5 May 2017 15:50
B.S.D. Crown Ltd. - Results of Extraordinary General MeetingB.S.D. Crown Ltd. - Results of Extraordinary General Meeting
PR Newswire
London, May 5
B.S.D CROWN Ltd (LSE:BSD)(the “Company")
RESULTS OF EXTRAORDINARY GENERAL MEETING (the “Meeting")
Ramat Gan, Israel, 5 May 2017
Results of the Meeting
The Company announces the summary of the votes cast at the Meeting held earlier today:-
| 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.
In relation to resolutions 2 to 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 | 39,378,221 | 51,355,041 | ||
| of which: | ||||||
| total votes | 39,070,466 | 12,284,575 | ||||
| total votes with no personal interest | 615,309 | 12,280,171 | ||||
| 3 | Election of Yair Shilhav as an external director | 90,733,262 | 39,378,042 | 51,355,220 | ||
| of which: | ||||||
| total votes | 39,068,945 | 12,286,275 | ||||
| total votes with no personal interest | 614,109 | 12,281,371 | ||||
| 4 | Election of Shlomo Wertheim as an external director | 91,811,039 | 40,362,318 | 51,448,721 | ||
| of which: | ||||||
| total votes | 12,962,792 | 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 | 39,377,791 | 51,352,366 | ||
| of which: | ||||||
| total votes | 39,065,991 | 12,286,375 | ||||
| total votes with no personal interest | 611,334 | 12,281,471 |
Accordingly, none of these resolutions were passed since according to Israeli law, the resolutions require both a majority of the total votes to be in favour and also a majority of the total votes with no personal interest to be in favour.
In resolutions 2 to 5, the votes noted above as being disqualified are as a consequence of forms of proxy and/or forms of direction being received with no indication as to whether or not the relevant shareholder had a personal interest in the resolution, as required by the Company and set out on page 9 of its circular to shareholders dated 2 March 2017 convening the Meeting.
At the Meeting, a representative of BGI Investments (1961) Ltd. (“BGI”) remarked that following the decision of the Tel Aviv district court as announced by the Company on 24 April 2017 (the “24th April Decision”), and the receipt by the Company of a letter from BGI following the 24th April Decision, as announced by the Company on 4 May 2017, BGI should no longer be considered to have a personal interest in resolutions 2 to 5 above and therefore, the forms of proxy and direction previously provided by BGI indicating that it had a personal interest should be changed to indicate that BGI did not have a personal interest in the resolutions. Since the deadline for the receipt of forms of proxy and direction had passed, the results set out above regarding resolutions 2 to 5 are based on those forms received by the Company from BGI.
The Company’s issued share capital as at 5 May 2017 (excluding treasury shares) was 109,990,252 ordinary shares of NIS0.01 each.
Enquiries:
Nir Netzer – Chairman of the Meeting