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Cellcom Israel Ltd. — AGM Information 2017
Nov 29, 2017
6724_rns_2017-11-29_4bfa349c-5e29-4fa9-973f-f6077f381d2c.htm
AGM Information
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postponement of meeting false
| ����� ����� ��"� | 2 670 |
| CELLCOM ISRAEL LTD | |
| Corporation no: 511930125 | 5180 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 29/11/2017 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2017-02-106228 | Time of broadcast: 09:34 08:55:08 |
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: postponement of meeting
The reference number for the most recent notification of a meeting is 2017-02-091648 which was called for the date 29/11/2017
| Reason for Postponement or Cancellation: other | Omission in the Compensation Policy attached to the proxy statement. |
Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting
1. On the date: 29/11/2017it was decided on postponement of meeting annual meeting _________ ,that will be held on the day Monday on the date : 04/12/2017 time: 16:00
| at address: | offices of the Company, 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: 30/10/2017
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:re-election of Mauricio Wior as director
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Does this require disclosure of any ties or other features of the voting security holder? YesDoes the holding of Ordinary Shares of the Company, directly or indirectly, by the undersigned contravene any of the holding or transfer restrictions set forth in the Company�s telecommunications licenses. See page 3 of the Proxy Statement for more information.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 | _________ |
22The item/decision and its particulars:re-election of Shlomo Waxe as director
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Does this require disclosure of any ties or other features of the voting security holder? YesDoes the holding of Ordinary Shares of the Company, directly or indirectly, by the undersigned contravene any of the holding or transfer restrictions set forth in the Company�s telecommunications licenses. See page 3 of the Proxy Statement for more information.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:re-election of Ephraim Kunda as director
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Does this require disclosure of any ties or other features of the voting security holder? YesDoes the holding of Ordinary Shares of the Company, directly or indirectly, by the undersigned contravene any of the holding or transfer restrictions set forth in the Company�s telecommunications licenses. See page 3 of the Proxy Statement for more information.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 | _________ |
44The item/decision and its particulars:amendment of the Company�s Compensation Policy
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Does this require disclosure of any ties or other features of the voting security holder? YesIs the undersigned a �controlling shareholder� of the Company under the Companies Law and does the undersigned have a personal interest in this matter, as described in the Proxy Statement. Also - Does the holding of Ordinary Shares of the Company, directly or indirectly, by the undersigned contravene any of the holding or transfer restrictions set forth in the Company�s telecommunications licenses. See page 3 of the Proxy Statement for more information.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 of non controling shareholders and with no personal interest. |
55The item/decision and its particulars:approval of Annual Cash Bonus formula for the Company's CEO
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Does this require disclosure of any ties or other features of the voting security holder? YesIs the undersigned a �controlling shareholder� of the Company under the Companies Law and does the undersigned have a personal interest in this matter, as described in the Proxy Statement. Also - Does the holding of Ordinary Shares of the Company, directly or indirectly, by the undersigned contravene any of the holding or transfer restrictions set forth in the Company�s telecommunications licenses. See page 3 of the Proxy Statement for more information.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 of non controling shareholders and with no personal interest. |
66The item/decision and its particulars:approval of Special Cash Bonus for the Company's CEO
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesIs the undersigned a �controlling shareholder� of the Company under the Companies Law and does the undersigned have a personal interest in this matter, as described in the Proxy Statement. Also - Does the holding of Ordinary Shares of the Company, directly or indirectly, by the undersigned contravene any of the holding or transfer restrictions set forth in the Company�s telecommunications licenses. See page 3 of the Proxy Statement for more information.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 of non controling shareholders and with no personal interest. |
77The item/decision and its particulars:reappointment of Somekh Chaikin, a member of KPMG International as our independent auditors
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Does this require disclosure of any ties or other features of the voting security holder? YesDoes the holding of Ordinary Shares of the Company, directly or indirectly, by the undersigned contravene any of the holding or transfer restrictions set forth in the Company�s telecommunications licenses. See page 3 of the Proxy Statement for more information.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 | _________ |
88The item/decision and its particulars:consideration of our audited financial statements for the year ended December 31, 2016
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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: Reporting
| Majority required _________ | _________ |
Attachment of report of convening meeting: _________
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 (10 Hagavish Street, Netanya, Israel) - Legal department; during normal business hours.
6. Link to the Voting System site: Voting System
Meeting Identifier: 2017-02-091648
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| Stock Exchange/Market: NYSE | Date of revision of form structure: 06/11/2017 |
| Address: Hagavish 10 , Netanya 42140 , Tel: 052-9989595 , Fax: 09-8607986 | |
| E-mail address: [email protected] | |
| Previous names of reporting entity: | |
| 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: | |
| Address: Hagavish 10 , Netanya 42140 Telephone: 052-9989595 Facsimile: 09-8607986 E-mail: [email protected] 1 | |