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Cellcom Israel Ltd. — Proxy Solicitation & Information Statement 2026
Apr 16, 2026
6724_rns_2026-04-16_27908554-31db-4b8b-aa63-b7beb5f3ccd9.pdf
Proxy Solicitation & Information Statement
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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
| Cellcom Israel Ltd. |
| --- |
| CELLCOM ISRAEL LTD |
| Number in the Register: 511930125 |
| To: Israel Securities Authority
www.isa.gov.il | To: Tel Aviv Stock Exchange Ltd.
www.tase.co.il | T460 (Public)
Reference: | Filed via MAGNA: 16/04/2026
2026-01-035380 |
| --- | --- | --- | --- |
Supplementary report to the report filed on 18/03/2026 whose reference number is: 2026-01-024049
Principal details that were added / completed:
The main details that were updated, following discussions with investors, are as follows: 1. In the compensation policy (attached as Appendix A to the meeting notice report), the ceiling of the total compensation of the Company's CEO was reduced. 2. In the proposed equity-based compensation for the Company's CEO – the number of warrants to be granted to the Company's CEO was reduced from 800,000 warrants to 777,000 warrants (and the relevant sections in the meeting notice report were updated accordingly). The changes in the attached meeting notice report are marked in comparison to the report published by the Company on March 18, 2026, as stated above.
Immediate report on a meeting
Regulation 36B(a) and (d), and Regulation 36C of the Securities Regulations (Periodic and Immediate Reports), 1970
Explanation: If one of the items on the agenda of the meeting is the approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to report Form T138 in parallel.
Is there a possibility to vote using the electronic voting system: Yes
Note: The option in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will require the corporation to process all the votes received through this system.
Link to the website of the voting system where it is possible to vote: Voting system
Explanation: Entitled holders who are permitted to vote in the system will receive access details to the system from the TASE members.
The corporation hereby reports: Convening a meeting
Note: In the event of a change in the date of the meeting (postponement or bringing forward) select "Postponement of a meeting" or "Postponement by court" or "Postponement to an unknown date".
The reference number of the last notice regarding the meeting is 2026-01-024049, which was convened for the date 23/04/2026
Reason for postponement or cancellation: _ _
Explanation: Reference should be made to the reference number of the last notice of the convening or postponement of the meeting.
- Type of security Share
Name of the security conferring entitlement: Cellcom Israel
The number of the security on the stock exchange that entitles its holder to participate in the meeting 1101534
The record date for entitlement to participate and vote in the meeting: 25/03/2026
Explanation: If a meeting is required with respect to more than one security, Form T460 must be reported separately for each additional security. Reports in which additional security numbers are indicated will require submitting a correcting report.
- On the date: 17/03/2026
It was decided on Convening a meeting Special meeting __,
which will convene on Thursday on the date: 23/04/2026 at: 15:00
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
At the address: The Company's offices at 10 HaGavish Street, Netanya.
3. On the agenda:
Explanation: The numbering of the items on the agenda will be according to the order in which they appear in the meeting notice report if attached as a file.
Topics/resolutions to be raised at the meeting:
- The subject / resolution and its details:
- Approval of a compensation policy for the Company's officers
- Approval of a compensation policy pursuant to section 267A(a) of the Companies Law
- Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here
- Gender: ___
- Attention: Filling in this field is possible only when the resolution is for the appointment of an external director only. There is no obligation to indicate gender.
Type and identification number
Explanation: For resolutions relating to the tenure of a director, his/her identification number must be entered.
Explanation:
- Is it a transaction between the Company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? No
- Does the transaction include a private offering ___
- With respect to how to complete this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link
Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution ___
Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, select the field "Declaration: No suitable field for classification" and select "Yes" for a transaction with a controlling shareholder.
Only in the case of a BONDS meeting where it is not a transaction with a controlling shareholder, and where no suitable field is found in the table, explain and detail the relevant statutory sections under which the resolution is required.
- Does the subject require disclosure of an affiliation or other characteristic of the voting shareholder: ___
- Attention: These values can be selected only if "Declaration: No suitable field for classification" was marked in the previous table and it is not a transaction between the Company and its controlling shareholder.
In the case of a BONDS meeting
It was decided that there is another matter: ___
Details of the other matter
- Attention: The details of the other matter determine the wording of a declaration that will be included in the internet voting system. A question must be formulated so that the answer will be in a "yes"/"no" format. The question will appear in the voting system alongside the resolution on the agenda, and the voter will be able to choose between "yes"/"no" and will have the option to add details if the answer is "yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: Yes
Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under section 350):
- Does your holding of the Company's shares, directly or indirectly, violate the limitations on the holding or transfer of the Company's shares set forth in the Company's communications licenses (see section 5.11 of the meeting notice report)?
- Please answer No/Yes. If no answer is provided to this question or if an affirmative answer is provided, your vote will not be counted. If only a part of your shareholdings violates the aforementioned limitations, you may be entitled to vote with respect to the part of the shares that is not in violation. For further details see section 5.11 of the meeting notice report.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
| Attention: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will have the option to add details in a free-text field. |
|---|
| □ Correction of disclosure |
| □ Minor change or a change that only benefits the company compared with the wording of the resolution as specified in the latest report |
| □ Removed from the agenda |
| □ The subject was discussed at a previous meeting |
| □ Change of subject / addition of a new subject to the agenda by court order |
| Change of subject / addition of a new subject to the agenda pursuant to Regulation 5B of the Companies Regulations |
| □ (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000 |
| □ Addition of a new subject to the agenda after the record date due to a technical error, as follows: |
| Explanation: After the record date, it is not possible to make a change in the resolution except for a change in the terms of the transaction that benefits the company or a minor change. Also, after the record date, it is not possible to add new items to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations. |
| The resolution on the agenda is brought to a vote |
| Type of majority required for approval Not a simple majority As detailed in the meeting notice report. |
| Will the percentage of holdings of the controlling shareholder in the company's shares give the controlling shareholder the required majority to pass the proposed resolution on the subject No |
| 2 |
| --- |
| The subject / resolution and its details: |
| Approval of the grant of equity-based compensation to the Company's CEO, Mr. Eli Dadey |
| Transaction with the CEO in connection with the terms of his office and employment pursuant to section 272(g1)(1) of the Companies Law |
| Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here |
| Gender: __ |
| Attention: Filling in this field is possible only when the resolution is for the appointment of an external director only. There is no obligation to indicate gender. |
| Type and identification number |
| --- |
| Explanation: For resolutions relating to the tenure of a director, his/her identification number must be entered. |
| ______ |
| Is it a transaction between the Company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? No |
| --- |
| Does the transaction include a private offering Yes |
| With respect to how to complete this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published on the matter at the following link: Link |
| Explanation of the section in the Companies Law or in the Securities Law or in another law for approval of the resolution |
| --- |
| Explanation: In a transaction with a controlling shareholder that does not fit any field in the table of statutory sections, select the field "Declaration: No suitable field for classification" and select "Yes" for a transaction with a controlling shareholder. |
| Only in the case of a BONDS meeting where it is not a transaction with a controlling shareholder, and where no suitable field is found in the table, explain and detail the relevant statutory sections under which the resolution is required. |
| Does the subject require disclosure of an affiliation or other characteristic of the voting shareholder: __ |
| --- |
| Attention: These values can be selected only if "Declaration: No suitable field for classification" was marked in the previous table and it is not a transaction between the Company and its controlling shareholder. |
| _____ |
| In the case of a BONDS meeting |
| --- |
| It was decided that there is another matter: __ |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Details of the other matter
Attention: The details of the other matter determine the wording of a declaration that will be included in the internet voting system. A question must be formulated so that the answer will be in a "yes"/"no" format. The question will appear in the voting system alongside the resolution on the agenda, and the voter will be able to choose between "yes"/"no" and will have the option to add details if the answer is "yes".
Request for additional details from the holders:
It was decided to require additional details from the holders: Yes
Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting under section 350):
Does your holding of the Company's shares, directly or indirectly, violate the limitations on the holding or transfer of the Company's shares set forth in the Company's communications licenses (see section 5.11 of the meeting notice report)?
Please answer No/Yes. If no answer is provided to this question or if an affirmative answer is provided, your vote will not be counted. If only a part of your shareholdings violates the aforementioned limitations, you may be entitled to vote with respect to the part of the shares that is not in violation. For further details see section 5.11 of the meeting notice report.
Attention: This field determines the wording of the request for additional details that will be included in the internet voting system. The voter will have the option to add details in a free-text field.
Correction of disclosure
Minor change or a change that only benefits the company compared with the wording of the resolution as specified in the latest report
Removed from the agenda
The subject was discussed at a previous meeting
Change of subject / addition of a new subject to the agenda by court order Change of subject / addition of a new subject to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of a Subject to the Agenda), 2000
Addition of a new subject to the agenda after the record date due to a technical error, as follows:
Explanation: After the record date, it is not possible to make a change in the resolution except for a change in the terms of the transaction that benefits the company or a minor change. Also, after the record date, it is not possible to add new items to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.
The resolution on the agenda is brought to a vote
Type of majority required for approval Not a simple majority As detailed in the meeting notice report.
Will the percentage of holdings of the controlling shareholder in the company's shares give the controlling shareholder the required majority to pass the proposed resolution on the subject No
3.1. Additional information regarding the resolutions on the subject of a private offering in accordance with the Securities Regulations (Private Offering of Securities in a Listed Company):
3.1.1. Date of approval of the transaction by the board of directors 17/03/2026
3.1.2. Type of offering Material
3.1.3. The securities allocated:
| No | Type of security: | Security number on the stock exchange: | Number of shares / securities convertible or exercisable into shares, including rights to such*: | Number of shares obtained upon exercise of the convertible securities* | Number of the company share security on the stock exchange | Base price of the share on the trading day preceding the date of submission of the report** | The percentage of voting rights conferred by the allocated securities: | The percentage of equity conferred by the allocated securities: |
|---|---|---|---|---|---|---|---|---|
| 1 | Warrants for shares | —— | 800,000 | 800,000 | 1101534 | New shekel | 0.48 | 0.48 |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Explanation: The percentage will be calculated according to the rights in the company prior to the offering; if convertible securities are allocated, their percentage must be indicated as if they were converted or exercised.
*The quantity will be calculated before a reverse share split.
** According to the report that was submitted initially.
3.1.4. The company applied to the Stock Exchange on 18/03/2026 to obtain approval for listing for trading of the shares offered or resulting from the securities offered under this report.
3.1.5. Number of offerees in the last 12 months, excluding sophisticated offerees 1
3.1.6. Have the securities issued been deposited with a trustee Yes
Trustee details: I.B.I. Equity Compensation and Trusts (2004) Ltd.
3.1.7. To the report No financial statements were attached pursuant to Regulation 9(2) of the Securities Regulations (Private Offering of Securities in a Listed Company); name of accountant
The review report/opinion of the accountant to the attached financial statements is identical to the originally signed copy delivered to the company.
If financial statements were not attached, specify the reason The corporation is a public company.
3.3. To the report Noprofessional opinions were attached:
| No. | Name of the provider of the opinion | Expiry date of the opinion |
|---|---|---|
| 1 | _____ | _____ |
Attachment of the meeting notice report: MeetingNoticeReport_Supplement_PrivateOffering_16042026_isa.pdf
- Attachments
4.1 Attachment of a file including the wording of a proxy letter / position statements: Proxy_Letter_16042026_isa.pdf
NoWording of proxy letter
NoPosition statements
Explanation: If a proxy letter and/or position statement is attached, make sure that they are prepared in accordance with the Companies Regulations (Written Vote and Position Statements), 2005. The company must compile all position statements (as defined in section 88 of the Companies Law) in a single file which will specify the publication date of the statement, by whom it was received, and a reference to the relevant page in the consolidated file.
4.2 Attachment of a file including candidates' declarations / other accompanying documents: __
Description of the candidate to serve as a director in the corporation
Description of an independent director
Description of an external director
Description of appointment of a representative to the representatives' body
Description of the potential of a creditors' arrangement under section 350
Other
- The quorum required for holding the meeting:
Two shareholders holding at least one-third of the voting rights in the Company..
- In the absence of a quorum, the adjourned meeting will be held on 30/04/2026, at 15:00,
At the address: The Company's offices at 10 HaGavish Street, Netanya..
In the absence of a quorum, the meeting will not be held.
- The place and times at which every proposed resolution whose full wording has not been brought in the above agenda can be reviewed
At the Company's offices, 10 HaGavish Street, Netanya, from Sunday to Thursday (excluding holiday eves and holidays), during regular business hours, after prior coordination with the Company's secretariat at tel. 052-9989595.
Meeting ID: 2026-01-024049
Note: The meeting ID is the reference number of the initial report. In the initial report on the meeting, the field remains empty.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Details of the authorized signatories on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Larisa Cohen | Other |
| VP Legal Counsel and Regulation |
Explanation: Under Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted pursuant to these regulations shall be signed by the persons authorized to sign on behalf of the corporation. Staff's position on the matter can be found on the ISA website: click here.
Reference numbers of previous documents on the subject (the reference does not constitute inclusion by way of reference):
The corporation's securities are listed for trading on the Tel Aviv Stock Exchange
Date of last update of the form structure: 09/12/2025
Short name:
Address: HaGavish10, Netanya4250708 Telephone: 052-9989595, Fax: 09-8607986
Email: [email protected]
Previous names of reporting entity:
Name of electronic reporter: Cohen Larisa Position: VP Legal Counsel and Company Secretary Name of employing company:
Address: HaGavish10, Netanya4250708 Telephone: 052-9989595 Fax: 09-8607986 Email: [email protected]