Missing text on Note 8, full text should be:
Furthermore, in the circular of the Meeting, the previous board
members
recommended to resolve to approve Resolution No.4:
"The Board considers the election of additional external directors,
and the
remuneration thereof, to be in the best interests of the Company
and its
Shareholders as a whole. Accordingly, the Board recommends that
Shareholders
vote in favour of Resolutions 2 to 4".
(Page 8, Revised Notice of Extraordinary General Meeting)
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
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:
"The Board considers the election of additional external
directors, and the remuneration thereof, to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Board recommends that Shareholders vote in favour
of Resolutions 2 to 4".
(Page 8, Revised Notice of Extraordinary General Meeting)
9. 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