LONDON, April 15, 2016 /PRNewswire/ --
Company: B.S.D CROWN LTD., incorporated and registered in the State of Israel with registered number 52-004292-0 (the "Company")
Notice by: Rotenstreich Gitzelter Trust Company Ltd. ("Rotenstreich Gitzelter ")
It is announced that the Extraordinary General Meeting of the Company, which was scheduled to be held on Monday, April 18, 2016 at 2pm (London time) at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, United Kingdom, is hereby cancelled.
The cancellation of the Extraordinary General Meeting is required due to a postponement of the hearing of the motion filed on February 28, 2016 by Rotenstreich Gitzelter, together with Mr Naftali Shani, with the District Court in Tel-Aviv, Israel, requesting the Court to find and declare that the extraordinary general meeting of BGI Investments (1961) Ltd., held on February 17, 2016 was duly convened and that the resolutions approved at said meeting were duly accepted. BGI Investments (1961) Ltd. holds 25,515,677 ordinary shares of the Company.
On April 14, 2016 the Court ordered a postponement of the hearing, to be held on May 5, 2016.
Therefore, NOTICE is hereby given hereby given that AN EXTRAORDINARY GENERAL MEETING of the Company (the "EGM") will be held on Monday, May 9, 2016 at 2pm (London time) at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, United Kingdom.
The EGM is called by invitation of Rotenstreich Gitzelter, a Company shareholder, holding 10,278,451 ordinary shares of the Company (representing approximately 9.34 per cent. of the Company's issued and outstanding share capital and voting rights), whose request to convene an extraordinary general meeting of the Company's shareholders, in accordance with clause 63(b) and 63(c) of the Israeli Companies Law, 5759-1999 (the "Israeli Companies Law") and the Company's articles of association, was served on 3 February 2016 to the board of directors of the Company (the "Board") and refused. Following said refusal, Rotenstreich Gitzelter is entitled to call an extraordinary general meeting in accordance with clause 64 of the Israeli Companies Law.
The EGM will convene for the purpose of considering and voting upon the following proposed resolutions:
1. the election of the following persons to serve the office as directors of the board of directors of the Company commencing on the date of approval by shareholders at the EGM and until the conclusion of the next annual general meeting:
a)Mr. Naftali Shani;
b)Adv. Arnon Gicelter;
c)Mr. Yonatan Malca; and
d)Mr. David Blass.
2. the election of Ms. Ruth Breger to serve the office as a statutory independent director in accordance with the Israeli Companies Law for an initial fixed term of three years commencing on the date of approval by shareholders at the EGM.
3. the removal from office of all the existing directors (other than the statutory independent director), namely:
a)Mr Gregory Gurtovoi;
b)Mr Oleksander Avdyeyev;
c)Mr Israel Jossef Schneorson;
d)Mr Yosef Schvinger; and
e)Mr Chanoch Winderboim.
Copies of the notice, as well as the proposed directors' respective declarations, are available at the offices of Rotenstreich Gitzelter Trust Company Ltd. during regular business hours via email to: email@example.com or upon advanced notice at 25 Ibn Gvirol Street, Tel-Aviv, Israel, Tel: +972-3-5258090 Fax: +972-3-5258080.
Remuneration and Indemnification
Pursuant to the Israeli Companies Law, the remuneration of directors is subject to the approval by the Company's remuneration committee followed by the approval of the board of directors of the Company. Subject to the required approvals by law, directors shall also be entitled to indemnification and Directors and Officers insurance policy covering actions and omissions.
The record date for shareholders and depository interest holders to be entitled to vote is set on April 18, 2016.
Two or more shareholders, present in person or by proxy and holding shares conferring in the aggregate at least 25% of the outstanding voting power of the Company, shall constitute a legal quorum at the EGM. No business shall be transacted at the EGM unless a legal quorum is present, and no resolution may be passed unless a legal quorum is present at the time such resolution is voted upon. If within half an hour from the time scheduled for the EGM a legal quorum is not present, the meeting shall be adjourned to May 16, 2016 at the same time and place (the "Adjourned Meeting"). If within half an hour from the time scheduled for the Adjourned Meeting a legal quorum is not present, then any two shareholders entitled to vote, present in person or by proxy, shall constitute a legal quorum for such adjourned meeting and shall be entitled to resolve any matters on the agenda of the meeting.
Rotenstreich Gitzelter Trust Company Ltd.
25 Ibn Gvirol Street, Tel-Aviv, Israel
SOURCE Rotenstreich Gitzelter Trust Company Ltd.