YOSSI WILLI MANAGEMENT & INVESTMENTS LTD.

("YWMI")

REQUEST FOR A GENERAL MEETING OF THE SHAREHOLDERS OF B.S.D. CROWN LIMITED

Yossi Willi Management and Investments Limited ("YWMI") announces that on 7 February  2017 its legal representatives, Meitar Liquornik Geva Leshem Tal, wrote on YWMI's behalf, to the directors of B.S.D. Crown Limited ("BSD") to request the convening of a General Meeting of the shareholders of BSD as soon as possible and no later than April 1, 2017. A copy of that letter is attached to this announcement.

YWMI, together with its parent company Y.M. Dekel Holdings and Investment Limited, holds 27,979,678 shares in BSD, representing approximately 25.4% of the issued share capital.

The General Meeting has been requested proposing:

i) the removal of all the incumbent non-external directors of BSD;

ii) the nomination to the board of directors of:  Shlomo Wertheim (to serve as external director), Keren Marcus, Joseph Williger, Avi Zigelman, Shmuel Messenberg; and

iii)  that the nominated remuneration and benefits shall be as determined by the external director in accordance the Israeli Companies Regulations (Rules regarding Compensation and Expenses of an External Director) 5760-2000.

For further information contact:

YOSSI WILLI MANAGEMENT & INVESTMENTS LTD

Yossi Williger                                            +972 3639 5552

                                                                yossi@ydekel.co.il

GEORGESON

Domenic Brancati                                      020 7019 7003

Anthony Kluk                                            020 7019 7032

WITHOUT PREJUDICE

February 7, 2017

The Board of Directors

B.S.D. Crown Ltd.

7 Menachem Begin Road
Gibor Sport Tower (8^th Floor)

Ramat Gan 5268102

Israel 

Via Email (office@bsd-c.com; moran@bsd-c.com; ykaiser@glusman.co.il)

Re: General Meeting of Shareholders of B.S.D Crown Ltd. (the "Company")

Dear members of the Board of Directors of the Company,

We are sending this letter to you on behalf of our client, Yossi Willi Management and Investments Ltd. ("Y.W Management"). While our client is confident in the Company's prospects and potential for growth, it is gravely concerned by recent developments and the execution of the strategic direction of the Company and other value detracting actions the current Board has undertaken.

For the reasons set forth herein, our client would like to convene a General Meeting of Shareholders. The purpose of the General Meeting is to replace the incumbent non-external directors with candidates that have the knowledge, experience and market understanding to implement an improved execution of the Company's strategy and thereby improving value creation for all shareholders by realising the Company's true potential.

The main concerns are as follows:

On July 5, 2016 the Company announced the results of the General Meeting in which the following directors were appointed: Ms. Neomi Enoch, Mr. Gil Leidner and Ms. Iris Even-Tov. Following announcements released by the Company on August 12, 2016 and on September 5, 2016, all the aforementioned directors resigned from their position as directors (excluding Iris Even Tov, who was appointed as an external director instead of non-external director). Consequently, all of the currently serving directors are persons that were not appointed by the shareholders but rather were appointed by the Board. In addition, on November 28, 2016 the Company announced that Mr. Zvi Shur resigned from his position as an external director, so that there currently is only one external director on the Board. The resignation of the appointed Board members is a clear indication as to the lack of direction of the Company and the poor show of confidence that these members had in the Company. Furthermore, the lack of leadership at the helm of the Company during such times of turbulence, coupled with the issues set forth herein, are of great concern to our client.

On May 17, 2016 the Company announced in relation to certain cash deposits held by the Company (approximately US$30 million) with Meinl Bank in Austria ("Meinl") and following demands made by the Company to Meinl, documents purporting to relate to these deposits were received from Meinl, indicating that since 2013, these deposits have been allegedly used as collateral for loans taken by off-shore companies unknown to the Company. In addition, on August 3, 2016 the Company announced that it has filed a claim against Israel 18 B.V., the controlling shareholder of the Company ("Israel 18"), for the return of the sum of US$13.6 million, which amount was deposited in the International Bank of Azerbaijan ("IBAR")  by the Company, and which IBAR now claims has been used as security for a loan taken by Israel 18. In addition, on September 5, 2016 the Company announced that cash deposits for the total amount of approximately US$ 2.2M were transferred to Alko R Capta LLP as an advance payment in relation to the proposed purchase by the Company of certain car dealerships in the US. However, the transaction was never consummated, and although the Company demanded the return of these deposits, they were not returned.  These misappropriations of funds and the ongoing repatriation of Company assets amount to approximately US$ 45M. These funds, which have allegedly been funneled out to certain offshore companies, cause ongoing difficulty to the Company's operations and hinder the stability of the Company.

In addition, on February 19, 2016, the Israel Securities Authority initiated an investigation against the Company as a result of suspicions of certain breaches of Israeli securities laws and criminal offenses. The Company also announced that a number of officers and directors were questioned by the ISA, and that the Chairman of the Board of Directors of the Company, Mr. Gregory Gurtovoy, was detained. We note that Mr. Gregory Gurtovoy is also the controlling shareholder of Israel 18, against which the Company filed the forementioned claims, which puts Mr. Gurtovoy in a clear conflict of interests. Therefore, our client believes that it is in the best interest of the Company to convene a General Meeting of the Shareholders of the Company in order to, inter alia, change the composition of the Board of Directors and that the incumbent directors should be replaced  with directors that are not affiliated, directly or indirectly, with the incumbent non-external directors and/or Mr Gurtovoy.

On April 29, 2016, the Company announced that it will not be able to publish its annual financial statements for the year ended December 31, 2015 by April 30, 2016 (as required by the Listing Rules and the Disclosure and Transparency Rules of the UKLA and the London Stock Exchange) and that given the delay in publishing such financial statements the Company requested that trading in its shares be temporarily suspended as of such date. In addition, the Company has not released any financial statements of the Company for 2016, and has not indicated that it has any intention of releasing them in the near future. In addition, there are currently no indications as to the relisting of the Company's shares for trade on the London Stock Exchange.

As of the date of this letter, our client (together with its parent company, Y.M. Dekel - Holdings and Investments Ltd.) holds an aggregate of 27,979,678 shares, which constitute approximately 25.4% of the Company's outstanding shares. As such, it is our client's rights to demand the Company, and it is the Company's obligation to convene, a General Meeting of the Shareholders of the Company. In addition, pursuant to the Tel-Aviv District Court's decision of January 26, 2017, the Court moved to require the Company to convene a General Meeting of the Company no later than April 1, 2017 (being 65 days from the date the motion was granted by the court); the Company is therefore hereby requested by our client to convene such meeting as soon as possible and, in any event, to cause it to be held no later than on April 1, 2017.

The Company is further requested by our client to submit to the approval of the Company's shareholders at such meeting (i) the replacement of all the incumbent non-external directors and (ii) the nomination of the following persons to the Company's Board of Directors: Shmuel Messenberg, Keren Marcus, Avi Zigelman, Joseph Williger and Shlomo Wertheim (the latter, to serve as an external director), and to approve that their remuneration and benefits shall be as determined for external directors in accordance with the Companies Regulations (Rules regarding Compensation and Expenses of an External Director), 5760-2000. The declarations and biographies of the foregoing nominees are attached hereto as Exhibit A.

The current Board of Directors is composed of members who have not been appointed by the Company Shareholders, but rather by the Board of Directors itself. Y.W Management believes that the knowledge, experience and market understanding of the foregoing nominees will bring a significant change in the direction of the Company and to an improved execution of its strategy, and therefore urges the Board of Directors to cooperate with this request, as required by Israeli law.

In this regard, the Company (including the members of its Board of Directors, management and employees) is hereby requested to take all logistical and other actions necessary to convene a General Meeting of Shareholders of the Company as requested above, including but not limited to:

·      Preparing the notice of a General Meeting, form of proxy and form of direction, as well as the notice to be published in newspapers in Israel, on the Company's web site and on the Regulatory News Service (RNS), in addition to any other materials relevant to convening a General Meeting of Shareholders of the Company;

·      Instructing the registrar of the Company's shares (the "Registrar") and the depository (the "Depository") of the Company's depository interests ("DIs"), to publish and deliver to all holders of Company shares and/or DIs, all of the above materials required to be delivered to them and all related materials sent by our client to the Registrar and the Depositary; and

·      Instructing the Registrar and the Depositary to collect from the holders of the Company's shares and/or DIs, all forms of proxy and forms of direction (as applicable) and any other materials to be delivered thereto in connection therewith, and provide the Company and the undersigned with tabulations of the votes and indications of a personal interest set forth in such forms and other materials.

Nothing in this letter shall be deemed to prejudice the rights of our client in any manner.

Sincerely,

/s/ Meitar Liquornik Geva Leshem Tal

Law Offices