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Cellcom Israel Ltd. — AGM Information 2015
Aug 17, 2015
6724_rns_2015-08-17_2d24e7c8-f511-4b5b-a761-29cabef347bf.htm
AGM Information
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C460����� ����� ��"�2PublicCELLCOM ISRAEL LTD5180Corporation no: 511930125Stock Exchange/Market: NYSE2100670Hagavish 10 , Netanya 42140 , ,Tel: 052-9989595 , Fax: 09-8607986E.mail address: [email protected] via MAGNA: 17/08/2015 Time of broadcast: 09:00 08:47:31
Reference: 2015-02-097830
| Israel Securities Authority | Tel Aviv Stock Exchange | |||||
| www.isa.gov.il | www.tase.co.il |
_________Immediate Report of MeetingRegulation 36B (a) and (d) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970
Explanation: 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: 12/08/2015it was decided on convening of meeting annual meeting _________ ,that will be held on the day Wednesday on the date : 07/10/2015 time: 16:00
| at address: | 10 Hagavish Street, Netanya, Israel. |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1101534Security 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: 03/09/2015
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:Re-election of Shlomo Waxe as director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
22The item/decision and its particulars:Re-election of Ephraim Kunda as director
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
33The item/decision and its particulars:Approval of an option grant to our CEO, Mr. Nir Sztern
The terms of office and employment of the CEO according to 272(iii1)(1) of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
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 of the renewal and amendment of our management services agreement with Discount Investment Corporation Ltd.
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
Yes Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority with no personal interest |
55The item/decision and its particulars:Reappointment of Somekh Chaikin, a member of KPMG International, as our independent auditor.
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
66The item/decision and its particulars:Consideration of our audited financial statements for the year ended December 31, 2014.
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Reporting
| Majority required simple majority | _________ |
Attachment of report of convening meeting: PS_AGM_2015_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationKtav_Hatzbaa_AGM_2015_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 aboveAt the offices of the Company (10 Hagavish Street, Netanya, Israel) - Legal department; during normal business hours.
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): |
| Previous names of reporting entity: |
| Date of revision of form structure: 03/06/2015 |
| - - - |
| Name of the Signatory: : Menahemi Stadler Liat , Position of Signatory in the reporting corporation: VP Chief Legal Counsel and Company Secretary , Name of Employer Company: . |
| Hagavish Telephone: 052-9989595 , Facsimile: 09-8607986 , E-mail: [email protected] 1 |