B Communication — Proxy Solicitation & Information Statement 2017

Nov 6, 2017

convening of meeting false

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B COMMUNICATIONS LTD
Corporation no: 512832742	8210
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	Israel Securities Authority			Tel Aviv Stock Exchange		C460 ( Public )		Reported via MAGNA:	06/11/2017
	www.isa.gov.il			www.tase.co.il				Reference:	2017-02-097036	Time of broadcast: 13:45 13:41:14

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Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999

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: 06/11/2017it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Thursday on the date : 21/12/2017 time: 14:00

at address:	2 Dov Friedman Street, Ramat Gan 5250301, Israel.

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1107663Security name ����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: 13/11/2017

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve a new D&O liability insurance policy, including with respect to our current and future office holders who are deemed to be controlling shareholders.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes1. Do your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined in the Proxy Statement? 2. Are you a controlling shareholder or a shareholder who has a personal interest in the proposal?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 under the Israeli Companies Law 1999.

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22The item/decision and its particulars:To approve an applicable amendment to our Compensation Policy with respect to the relevant D&O liability insurance policy sections.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes1. Do your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined in the Proxy Statement? 2. Are you a controlling shareholder or a shareholder who has a personal interest in the proposal?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 under the Israeli Companies Law 1999.

Attachment of report of convening meeting: bcom_061117_isa.pdf

4. AttachedNo wording of the voting letterNo position notification_________

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 aboveAt the offices of the Company (2 Dov Friedman Street, Ramat Gan 5250301, Israel.) - Legal department (050-2029021); during normal business hours.

6. Link to the Voting System site: Voting System

Meeting Identifier: _________

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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Stock Exchange/Market: NASDAQ-GS	Date of revision of form structure: 25/09/2017
Address: Dov Friedman 2 , Ramat-Gan 52503   Israel , Tel: 03-9240000 , 03-7530928 Fax: 03-7530075
E-mail address: doron@igld.com   Company site: www.bcommunications.co.il
Previous names of reporting entity: 012 SMILE.COMMUNICATIONS LTD
Name of the Signatory: Barlev Ami Position of Signatory in the reporting corporation: Attorney/Legal Counsel Name of Employer Company: Eurocom communications Ltd
Address: Dov Friedman 2 , Ramat-Gan 52503 Telephone: 03-7530928 Facsimile: 03-7530927 E-mail: amiba@eurocom.co.il 1