Proxy Solicitation & Information Statement • Feb 12, 2020
Proxy Solicitation & Information Statement
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convening of meeting false
| ���� ����� ������ ��"� | 2 670 |
| PARTNER COMMUNICATIONS COMPANY LTD | |
| Corporation no: 520044314 | 11496 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 12/02/2020 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2020-02-013150 | Time of broadcast: 14:13 13:53:43 |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.
The corporation hereby gives notice of: convening of meeting
The reference number for the most recent notification of a meeting is _________ which was called for the date _________
| Reason for Postponement or Cancellation: _________ | _________ |
Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting
1. On the date: 05/02/2020it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Wednesday on the date : 18/03/2020 time: 14:00
| at address: | The Company's offices 8 Amal St. Rosh Ha'ayin, Israel |
For the Voting System's needs: The last date for voting in the voting system shall be up to 4 hours from the date of convening the meetingExplanation: If this field is empty the default is six hours.
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1083484Security name ����� �"� 0.01 �"�Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 18/02/2020
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:Approval of an amendment to the Company's Compensation Policy for Office Holders
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a �Personal Interest� in the resolution, do you constitute a �Controlling Party� in the Company, a �Senior Office Holder� or an �Institutional Investor� (as these terms are defined in the Companies Law) and if so, why?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority with no personal interest |
22The item/decision and its particulars:Approval of compensation to the Company's Chairman of the Board of Directors
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
33The item/decision and its particulars:Approval of general compensation terms to the Company's directors
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Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a �Personal Interest� in the resolution, do you constitute a �Controlling Party� in the Company, a �Senior Office Holder� or an �Institutional Investor� (as these terms are defined in the Companies Law) and if so, why?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority with no personal interest |
44The item/decision and its particulars:Approval and ratify compensation, including the grant of indemnification and release letters to Mr. Yossi Shachak and Mr. Richard Hunter and that these directors will benefit from the Company's D&O policy
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
55The item/decision and its particulars:Do your holdings and your vote DO NOT require the consent of the Israeli Minister of Communications pursuant to (i) Sections 21 (Transfer of Means of Control) or 23 (Prohibition of Cross-Ownership) of the Company�s General License for the Provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, as amended (the �License�); or (ii) any other license granted to Partner, directly or indirectly. Voding FOR means that you agree that your vote does not require the consent of the Israeli Minister of Communications. For your convenience, a translation of sections 21-24 to the License is attached as Annex �D� to the Proxy Statement distributed with this Deed of Vote.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
Attachment of report of convening meeting: Proxy_Statement_isa.pdf
4. AttachedYes wording of the voting letterNo position notification���_�����_isa.pdf
No declaration of candidate to serve as director in corporation.No declaration of independent directorNo declaration of outside director_________
5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda aboveMay be reviewed through the Israeli Securities Authority electronic filling system, at www.magna.isa.gov.il or through the website of the U.S. Securities and Exchange Commission at www.sec.gov
6. Link to the Voting System site: Voting System
Meeting Identifier: _________Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| Stock Exchange/Market: TASE | Date of revision of form structure: 31/12/2019 |
| Address: P.O.B. 435 , Rosh Ha'ain 481032 , Israel Tel: 054-7814190 , 054-7814191 Fax: 054-7814193 | |
| E-mail address: [email protected] Company site: www.partner.co.il | |
| Previous names of reporting entity: | |
| Name of the Signatory: VISMUNSKI-WEINBERG HADAR Position of Signatory in the reporting corporation: VP Chief Legal Counsel and Company Secretary Name of Employer Company: | |
| Address: Amal 8 , Rosh-Haayin 4810302 Telephone: 054-7814191 Facsimile: 054-7394190 E-mail: [email protected] 1 | |
| Israel |
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