Internet Gold-Golden Lines Ltd.

Foreign Filer Report • Jul 6, 2018

SECURITIESAND EXCHANGE COMMISSION W ashington,D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIESEXCHANGE ACT OF 1934

For the month ofJuly 2018

INTERNET GOLD-GOLDEN LINESLTD.

(NameofRegistrant)

2 DovFriedman Street,Ramat Gan 5250301,Israel (AddressofPrincipalExecutiveOffice)

Indicate by checkmarkwhether the registrant files or willfile annualreports under cover ofForm 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by checkmarkifthe registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by checkmarkifthe registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by checkmarkwhether by furnishing the information contained in this Form,the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)under the Securities Exchange Act of1934.

Yes☐ No ☒

If"Yes" is marked,indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

Internet Gold-Golden Lines Ltd.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Notice of Annual General Meeting

SIGNATURE

Pursuant totherequirementsoftheSecuritiesExchangeAct of1934,theregistrant hasdulycaused thisreport tobesigned onitsbehalfbythe undersigned,thereuntodulyauthorized.

INTERNETGOLD-GOLDEN LINESLTD. (Registrant)

By /s/DoronTurgeman

DoronTurgeman ChiefExecutiveOfficer

Date:July5,2018

EXHIBIT NO. DESCRIPTION

99.1 Notice of Annual General Meeting

INTERNET GOLD-GOLDEN LINESLTD.

2 DovFriedman Street,Ramat-Gan,5250301,Israel.

Dear Shareholders:

W ecordiallyinviteyoutothe2018AnnualGeneralMeetingofShareholders,or theMeeting,tobeheld onSunday,August 19,2018at 10:00 a.m. (Israel time)at our officesat 2 DovFriedmanStreet,Ramat Gan5250301,Israel. At theMeeting,shareholderswillbeasked toadopt thefollowingresolutions:

• 1. Toelect Messrs. Ami Barlev,YuvalBronstein,IlanCohen,MosheLusky,YahelShachar and Gilead Sher and toreelect Ms. Anat W inner to serveontheBoard ofDirectors,untilthenext annualgeneralmeetingofshareholdersand untiltheir successorshavebeendulyelected and qualified.
• 1. Toapproveanew directors& officersliabilityinsurancepolicy,includingcoveragefor our current and futureofficeholderswhoaredeemed to becontrollingshareholders.
• 1. Toapproveanamendment toour CompensationPolicy.
• 1. To ratify and approvethereappointment ofSomekh Chaikin,registered publicaccounting firm,amember ofKPMG International,asour independent registered publicaccountantsfor theyear ending December 31,2018,and to authorizeour Board ofDirectorsand our audit committee(under their authorityinaccordancewith theIsraeli CompaniesLaw),tofix thecompensationofsuch independent registered public accountantsinaccordancewith thevolumeand natureoftheir services.

Inaddition,our auditor'sreport and consolidated financialstatementsfor theyear ended December 31,2017willbereviewed and discussed at the Meeting.

Shareholdersofrecord at thecloseofbusinessonJuly10,2018areentitled tonoticeofand tovoteat themeeting. Youcanvoteeither bymailinginyour proxyor inpersonbyattendingthemeeting. Ifvotingbymail,theproxymust bereceived byour transfer agent or at our registered officeinIsraelat least forty-eight (48)hoursprior totheappointed timeofthemeetingtobevalidlyincluded inthetallyofordinarysharesvoted at themeeting. Ifyouattend themeeting,youmayvoteinpersonand your proxywillnot beused. Alternatively,sharesheld viaaTelAvivStockExchange,or theTASE,member may bevoted electronically viatheelectronicvotingsystem oftheIsraelSecurity Authority,or ISA,up to six hoursbeforethetimefixed for the Meeting. Shareholdersshould receiveinstructionsabout electronicvotingfrom theTASE member through which theyhold their shares. Detailed proxy votinginstructionswillbeprovided

Shareholdersmayreview thefullversionoftheproposed resolutionsintheProxyStatement aswellastheaccompanyingproxycard,on,or about,July 10,2018,viatheIsraeli SecuritiesAuthority'selectronicfilingsystem at http://www.magna.isa.gov.ilor thewebsiteoftheTel-AvivStockExchangeLtd. at http://maya.tase.co.il,and alsoat our offices(2 DovFriedmanSt.,Ramat-Gan,5250301,Israel-+972-3-9240000 (phone),+972-3-939-9832 (fax)). Our company'srepresentativeisMr. Ami Barlev(2 DovFriedmanStreet,Ramat Gan,Israel-Tel:050-2029021 Fax:03-6131212).

Shareholdersarepermitted toexpresstheir positiononanyproposalontheagendaoftheMeetingbysubmittingawrittenstatement through thecompany totheother shareholders(a"PositionStatement"). PositionStatementsshould besubmitted toour companyat our registered offices,at 2 DovFriedman Street,Ramat Gan5250301,Israel. AnyPositionStatement received willbefurnished totheSEC onForm 6-K and willbemadeavailabletothepublic on theSEC'swebsiteat http://www.sec.gov and in addition at http://www.magna.isa.gov.ilor http://maya.tase.co.il. Position Statementsshould be submitted nolater thanAugust 9,2018. A shareholder isentitled tocontact usdirectlyand receivethetext oftheproxycard and anyPositionStatement.

Quorum and Voting:

Thequorum for anyshareholdersmeetingshallincludethepresence,inpersonor byproxy,ofshareholdersholdingor representing,intheaggregate,at least onethird ofthevotingrights. Nobusinessshallbeconsidered or determined at ageneralmeeting,unlesstherequisitequorum ispresent withinhalf anhour from thetimeappointed for thegeneralmeeting. Ifwithinhalfanhour from thetimeappointed for thegeneralmeetingaquorum isnot present, thegeneralmeetingshallstand adjourned tothesamedayoneweekthereafter,at thesametimeand place,or tosuch other timeasdesignated inthe noticefor such meeting("Adjourned Meeting"). Ifwithinhalfanhour from thetimeappointed for theAdjourned Meetingaquorum isnot present,any number ofshareholderspresent shallrepresent aquorum.

Our Articles ofAssociation require each shareholder that wishes to participate in the meeting to certify to us prior to the vote,or ifthe shareholder is voting by proxy,in the proxy card,as to whether or not his or her holdings in our company or his or her vote requires the approvalofthe Prime Minister ofIsraeland IsraeliMinister ofCommunications pursuant to the IsraeliCommunications Law (Telecommunications and Broadcasting),1982 or the Communications Order (Determination OfEssentialService Provided By "Bezeq"The IsraeliTelecommunications Corp. Limited),5757-1997,or the Communications Order. Ifa shareholder does not provide such certification,such shareholder willnot be entitled to vote at the meeting and such shareholder's vote willnot be counted for quorum purposes. According to our Articles ofAssociation "ExceptionalHoldings"do not entitle the holder to vote such shares at the meeting. "ExceptionalHoldings"are defined in the IsraeliCommunications,and a description ofthe definition of"Exceptional Holdings"willbe included in the Proxy Statement.

Voting:

Withrespect to Items1and 4:

Under the IsraeliCompanies Law,such proposals require the affirmative vote ofthe holders ofa majority ofthe ordinary shares represented at the Meeting,in person or by proxy,and voting on the matter.

Withrespect to Items2and 3

Under the IsraeliCompanies Law,such proposals require the affirmative vote ofa majority ofthe shares present,in person or by proxy,and voting on the matter,provided that either (i)at least a majority ofthe shares ofshareholders who are not controlling shareholders and are shareholders who do not have a personalinterest in the resolution are voted in favor thereof(abstentions and brokers non-vote are disregarded)or (ii)the totalnumber ofshares ofshareholders who do not have a personalinterest or who are not controlling shareholders in the resolution who voted against it does not exceed two percent ofthe outstanding voting power in the company. The IsraeliCompanies Law requires that each shareholder voting on each proposalindicate whether or not the shareholder has such a personalinterest. Otherwise,the shareholder is not eligible to vote on the proposal.

Sincerely,

AmiBarlev Chairman ofthe Board ofDirectors

Forward-Looking Statements

This Report may contain forward-looking statements that are subject to risks and uncertainties. Factors that could cause actualresults to differ materially from these forward-looking statements include,but are not limited to,generalbusiness conditions in the industry,changes in the regulatory and legal compliance environments,the failure to manage growth and other risks detailed from time to time in Internet Gold –Golden Lines Ltd.'s filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actualresults to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements,which speakonly as ofthe date on which they are made. W e undertake no obligation to update publicly or revise any forward-looking statement.