TIDMBSD
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 % Votes % Votes Withheld
For Against
1 To amend the 39,305,538 43.63 50,787,948 56.37 1,080,572
Company's articles of
association
6 To appoint PWC Israel 39,536,998 43.78 50,780,788 56.22 856,272
as auditor of the
Company
7 Re-election of 39,101,145 42.89 52,070,780 57.11 2,133
Gregory Gurtovoy as a
director
8 Re-election of Eli 39,100,954 42.89 52,069,619 57.11 3,485
Arad as a director
9 Re-election of Nir 39,100,954 42.89 52,069,619 57.11 3,485
Netzer as a director
10 Re-election of Arik 39,100,954 42.89 52,069,619 57.11 3,485
Safran as a director
11 Election of Shmuel 43,314,435 52.54 39,125,632 47.46 4,303
Messenberg as a
director
12 Election of Keren 43,312,487 52.54 39,127,580 47.46 4,303
Marcus as a director
13 Election of Avi 43,314,735 52.54 39,125,332 47.46 4,303
Zigelman as a
director
14 Election of Joseph 43,310,930 52.54 39,129,137 47.46 4,303
Williger as a
director
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 Votes Balance For Against
Received Disqualified
2 Election of Gal 90,733,262 9,428,404 81,304,858
Chet as an external
director
of which:
total votes 39,070,466 42,234,392
total votes 615,309 12,280,171
with no
personal
interest
3 Election of Yair 90,733,262 9,428,225 81,305,037
Shilhav as an
external director
of which:
total votes 39,068,945 42,236,092
total votes 614,109 12,281,371
with no
personal
interest
4 Election of Shlomo 91,811,039 10,412,501 81,398,538
Wertheim as an
external director
of which:
total votes 42,912,609 38,485,929
total votes 12,755,423 233,917
with no
personal
interest
5 To amend the 90,730,157 9,427,974 81,302,183
Company's
Remuneration Policy
of which:
total votes 39,065,991 42,236,192
total votes 611,334 12,281,471
with no
personal
interest
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
1. 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:
a. An initial tallying of the "majority vote at the General Meeting" (the
"Total Vote Counting"); and
b. 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").
2. 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.
3. 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.
4. 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).
5. 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.
6. 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.
7. 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.
8. 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)
1. 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
END
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