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
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.
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 Received |
Votes Disqualified |
Balance |
For |
Against |
2 |
Election of Gal Chet as an external
director |
90,733,262 |
9,428,404 |
81,304,858 |
|
|
|
|
|
|
of which: |
|
|
|
|
|
|
total votes |
39,070,466 |
42,234,392 |
|
|
|
|
total votes with no personal
interest |
615,309 |
12,280,171 |
3 |
Election of Yair Shilhav as an
external director |
90,733,262 |
9,428,225 |
81,305,037 |
|
|
|
|
|
|
of which: |
|
|
|
|
|
|
total votes |
39,068,945 |
42,236,092 |
|
|
|
|
total votes with no personal
interest |
614,109 |
12,281,371 |
4 |
Election of Shlomo Wertheim as an
external director |
91,811,039 |
10,412,501 |
81,398,538 |
|
|
|
|
|
|
of which: |
|
|
|
|
|
|
total votes |
42,912,609 |
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 |
9,427,974 |
81,302,183 |
|
|
|
|
|
|
of which: |
|
|
|
|
|
|
total votes |
39,065,991 |
42,236,192 |
|
|
|
|
total votes with no personal
interest |
611,334 |
12,281,471 |
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
- 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:
- An initial tallying of the “majority vote at the General
Meeting” (the “Total Vote Counting”); and
- 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”).
- 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.
- 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.
- 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).
- 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.
- 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.
- 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.
- 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)
- 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