BLZ Emblaze LD (DI)

 
TIDMBSD 
 
B.S.D CROWN Ltd (LSE:BSD) 
 
                           ("BSD" or the "Company") 
 
                    NOTICE OF EXTRAORDINARY GENERAL MEETING 
 
Ramat Gan, Israel, 24 September 2015 
 
The Company has today issued a Notice of Extraordinary General Meeting ("EGM"). 
 
The EGM will be held at 12 noon (GMT) on 29 October 2015 at the Hilton London 
Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY, United 
Kingdom. 
 
The EGM is convened for the purpose of seeking Shareholder's authority to 
appoint Mrs. Dafna Shalev-Flamm as a second statutory independent director, as 
required by the Israeli Companies Law, following the cancellation of the 
original extraordinary general meeting convened for these purposes owing to 
ongoing discussions with shareholders. Such appointment, if approved, would 
take effect at the end of the EGM. 
 
Under the Israeli Companies Law, 5759-1999 and regulations promulgated 
thereunder (the "Israeli Companies Law"), companies incorporated under the laws 
of Israel whose shares have been offered to the public in or outside of Israel, 
are required to appoint at least two statutory independent directors (the " 
external directors") who meet certain Israeli statutory criteria of 
independence; such criteria are generally in line with the independence 
requirement under the 2014 UK Corporate Governance Code (the "Code"). 
 
If an external directorship becomes vacant and there are fewer than two 
external directors on the board of directors at that point in time, the board 
of directors is required under the Israeli Companies Law to call a 
shareholders' meeting as soon as practicable to appoint a replacement external 
director. Currently, the board of directors of the Company (the "Board") 
includes one director designated as an external director, Mr. Zvi Shur, who was 
elected at the Company's annual general meeting in April 2013 for a third 
three-year term as an external director commencing 24 November 2013. 
 
The Board is therefore convening the EGM to seek Shareholders' authority to 
appoint a second external director. 
 
Set forth below is certain information regarding the background and experience 
of Mrs. Shalev-Flamm: 
 
Mrs. Dafna Shalev-Flamm is a certified public accountant in Israel and has 
served as the Chief Financial Officer and Consultant of the Destiny Group, with 
holdings in real estate, hi-tech, finance, and human resources, since 1995. As 
part of this role, Mrs. Shalev-Flamm has served as the Chief Financial Officer 
and Consultant for 15 investment companies including Giron Development & 
Building Ltd., an Israeli publicly traded company specialising in real estate. 
 
Mrs. Shalev-Flamm started her career in the accounting department of Africa 
Israel Investments Ltd. and in the tax department of the accounting firm Ernst 
& Young. Mrs. Shalev-Flamm has served on the board as an external director of 
Poliram Ltd. from 2004 to 2010, on the board of Plasson Industries Ltd. since 
2009, on the board of MTI Computers and Software Services (1982) Ltd since 2012 
and, since 2013, Mrs. Shalev-Flamm has been an independent director of Polyram 
(1999) Ltd. 
 
Mrs. Shalev-Flamm holds a Bachelor's degree in Business Administration from The 
College of Management Academic Studies and an MBA from the Ben-Gurion 
University. 
 
Copies of the Notice will be submitted to the National Storage Mechanism and 
will shortly be made available on the Company's website at www.bsd-c.com and 
from the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. 
 
Further information about the Company 
 
For more information about the Company, visit www.bsd-c.com. 
 
Enquiries: 
 
Emil Budilovsky, Joint CEO, CFO and Company Secretary: Emil@bsd-c.com 
 
 
 
END 
 

(END) Dow Jones Newswires

September 24, 2015 11:20 ET (15:20 GMT)

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