Cellcom Israel Ltd. — Proxy Solicitation & Information Statement 2016

Aug 10, 2016

convening of meeting false

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CELLCOM ISRAEL LTD
Corporation no: 511930125	5180
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	Israel Securities Authority			Tel Aviv Stock Exchange		C460 ( Public )		Reported via MAGNA:	10/08/2016
	www.isa.gov.il			www.tase.co.il				Reference:	2016-02-100486	Time of broadcast: 09:05 08:54:32

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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: 09/08/2016it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Wednesday on the date : 21/09/2016 time: 16:00

at address:	at the 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: 22/08/2016

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:approval of the Company�s Compensation Policy

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.

Attachment of report of convening meeting: PS_EGM2016_10-8-16_isa.pdf

4. AttachedYes wording of the voting letterNo position notificationKtav_Hazba_EGM_2016-10-8-16_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.

6. Link to the Voting System site: Voting System

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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Stock Exchange/Market: NYSE	Date of revision of form structure: 26/07/2016
Address: Hagavish 10 , Netanya 42140   , Tel: 052-9989595 , Fax: 09-8607986
E-mail address: liatme@cellcom.co.il
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: liatme@cellcom.co.il 1