B Communication - M&A Activity 2009

Transaction overview

Acquisition of a controlling interest of approximately 30.7% of share capital in Bezeq from AP.SB.AR Holdings Ltd., a consortium of Apax Partners, Saban Capital Group and Arkin Communications
All-cash consideration
NIS 8.00 per Bezeq share, a c.7% discount to Bezeq's closing price of NIS 8.60 as of October 22[nd] , 2009, representing an aggregate value of NIS 6,514mm / US$1,763mm[1]
Ministry of Communications
Antitrust Commissioner
Prime Minister and the Minister of Communications of the State of Israel
Eurocom (012 Smile's indirect controlling shareholder) and 012 Smile have agreed to take measures to facilitate regulatory approvals, including Eurocom’s undertaking to effect all actions required with respect to its shareholdings in Yes and 012 Smile’s undertaking to sell its telecommunications assets
Combination of cash and debt
Additional funds from sale of 012 Smile telecommunications assets
Eurocom has agreed to provide standby financing of up to NIS 1.2 billion
012 Smile is required to obtain full committed financing within 120 days, according to a schedule determined in the share purchase agreement

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All closing conditions must be satisfied within 6 months from signing

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Seller has agreed to vote its shares in favor of appointment of 012 Smile designees to Bezeq’s board at the Closing

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1 Note: FX rate: US$ 1 = NIS 3.695 as of October 22, 2009

Transaction overview (cont’d)

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----- Start of picture text ----- 012 Smile before transaction 012 Smile post transactionEurocom Holdings [3] Eurocom HoldingsC.70%Internet Gold- Goldenc.70% LinesInternet Gold- Golden c.30% c.75%Free floatLines012Smile.CommunicationsC.62%c.31%c.75% c.10%Free floatFree Float012 Level BSmile.CommunicationsZeevi CommOthersc.15% C.7%¹Fixed-line, broadband 100% 100% Mobile telephonyOperational assets² infrastructure, data com. and dataCall centre 100% 100% ILD, ISP,services enterprisesolutions34%50%Pay-TV Walla! Internet(DTH) portal----- End of picture text -----

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Source: Company information, Bezeq investor presentation 1 Post sale of 11% stake in the stock market, the Zeevi stake is administered on behalf of a consortium of 7 Israeli banks ² May be required to be sold in order to obtain regulatory approval 3 Eurocom holds approximately 1.6% in Smile (directly)

Transaction rationale

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Realisation of 012 Smile’s goal of becoming a leading integrated telecom operator in the Israeli market

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Acquisition of a strategically unique asset with potential to create significant value for our shareholders
- Leading position in the telecom market in Israel
- Continuous EBITDA margin improvement driven by successful streamlining in operating expenses
- Continued improvement at Pelephone, capitalising on new HSPA network roll-out
- Migration to Next Generation Network in fixed line
- Strong and experienced management team
- Strong focus on shareholder remuneration
Attractive acquisition price, below current trading levels (approx. 7% discount to market price[1] )
- 012 Smile will be entitled to receive all dividends payable by Bezeq to the selling shareholders prior to closing

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Opportunity for 012 Smile shareholders to invest in Bezeq through a leveraged structure, thus enhancing equity upside

1 Note: Bezeq closing share price of NIS 8.60 as of October 22, 2009

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Bezeq leadership in the Israeli communications markets

Fixed-line, broadband infrastructure, and data communications

Mobile

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----- Start of picture text ----- OthersHOT 3%11%Bezeq86%Total 2008A revenue: NIS 5.3bn----- End of picture text -----

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----- Start of picture text ----- MIRSCellcom5%35%Pelephone25%Partner35%Total 2008A revenue: NIS 16.1bn----- End of picture text -----

ILD, ISP, and Enterprise

Pay-TV

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----- Start of picture text ----- Other8%Bezeq Int'l33%012 Smile28%NetVision31%Total 2008A revenue: NIS 4.0bn----- End of picture text -----

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Source Bezeq: analysis based on 2008 data

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----- Start of picture text ----- HOTYES59%41%Total 2008A revenue: NIS 3.7bn----- End of picture text -----

Bezeq Group solid financial performance

Bezeq current market capitalisation as of October 22[nd] , 2009: NIS 22,838mm / US$6,185mm[1]
Net debt/Last twelve months EBITDA at 1.1x as of Q2 2009

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----- Start of picture text ----- Revenue (NIS millions) Group EBITDA [2] (NIS millions) Group net profit (NIS millions)1,5214,520 1,36112,232 12,400 12,407 4,1453,4487502006A 2007A 2008A 2006A 2007A 2008A 2006A 2007A 2008ACAGR 06-08: 1% CAGR 06-08: 12% CAGR 06-08: 42%----- End of picture text -----

Source Bezeq investor presentation, audited 2008A accounts; Bezeq Q2 2009 results presentation

1 FX rate: US$ 1 = NIS 3.695 as of October 22, 2009; basic number of shares at 2,656mm

2 Non-GAAP measure, defined as revenue - salaries - operating and general expenses - other operating expenses, net; Adjusted for one-off labor agreement-related items; including early-retirement provisions

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Concluding remarks

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Realisation of 012 Smile’s goal of becoming a leading integrated telecom operator in the Israeli market

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Acquisition of a strategically unique asset with potential to create significant value for our shareholders
Attractive acquisition price

A new phase of development for 012 Smile and its shareholders

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Forward-Looking Statements

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This presentation contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business 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 012 Smile.Communications’ filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results 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 speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.

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AI assistant

B Communication M&A Activity 2009

6676_rns_2009-10-27_7eb4e989-4d2e-451d-aa5e-38f1ceb5d8d7.pdf

Transaction overview

Transaction overview (cont’d)

Transaction rationale

Bezeq leadership in the Israeli communications markets

Fixed-line, broadband infrastructure, and data communications

Mobile

ILD, ISP, and Enterprise

Pay-TV

Bezeq Group solid financial performance

Concluding remarks

Forward-Looking Statements

AI assistant

B Communication — M&A Activity 2009

6676_rns_2009-10-27_7eb4e989-4d2e-451d-aa5e-38f1ceb5d8d7.pdf

Transaction overview

Transaction overview (cont’d)

Transaction rationale

Bezeq leadership in the Israeli communications markets

Fixed-line, broadband infrastructure, and data communications

Mobile

ILD, ISP, and Enterprise

Pay-TV

Bezeq Group solid financial performance

Concluding remarks

Forward-Looking Statements

More from B Communication

B Communication M&A Activity 2009