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Cellcom Israel Ltd.

Voting Paper according to the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 ("Written Voting Regulations")

Part One

Company Name : Cellcom Israel Ltd. ("the Company").
Type of General Meeting, Time and Place of its Convening : Special General Meeting.

The General Meeting will take place on Thursday, April 23, 2026, at 15:00, at the Company's offices, at 10 Hagavish Street, Netanya. If the General Meeting is adjourned due to the absence of a quorum, an adjourned meeting will take place on Thursday, April 30, 2026 at the same time and place ("the Meeting" or "the General Meeting").

Details of the Agenda Items and the Wording of the Proposed Resolutions

3.1 Item No. 1: Updating the Company's Remuneration Policy

Updating the remuneration policy for the Company's officers in accordance with the proposed update as detailed in the marked version of the remuneration policy attached as Appendix A to the Meeting Summon Report, without extending the validity of the existing remuneration policy approved on June 26, 2025 by the Company's shareholders' meeting. It is clarified that the remaining provisions of the remuneration policy will remain unchanged. For details, see Section 2 of the Meeting Summon Report.

Proposed Resolution Wording: "To approve the update of the remuneration policy for the Company's officers in accordance with the proposed update as detailed in the marked version of the remuneration policy attached as Appendix A to the Meeting Summon Report, without extending the validity of the existing remuneration policy approved on June 26, 2025 by the Company's shareholders' meeting. It is clarified that the remaining provisions of the remuneration policy will remain unchanged. For details, see Section 2 of the Meeting Summon Report."

3.2 Item No. 2: Approval of the Grant of Equity Compensation to the Company's CEO, Mr. Eli Adadi

It is proposed to approve the grant of equity compensation to the Company's CEO, Mr. Eli Adadi, as detailed in Section 3 of the Meeting Summon Report.

Proposed Resolution Wording: "To approve the grant of equity compensation to the Company's CEO, Mr. Eli Adadi, as detailed in Section 3 of the Meeting Summon Report".

The Place and Hours for Reviewing the Full Wording of the Proposed Resolutions

The full wording of the proposed resolutions on the agenda can be reviewed at the Company's offices, at 10 Hagavish Street, Netanya, after prior coordination with the Company's secretariat at Tel. 052-9989595, Sunday through Thursday (except for holiday eves and holidays), during customary business hours, until the day of the Meeting. Furthermore, the Meeting Summon Report (including its appendices), the voting paper and the position statements as defined in Section 88 of the Companies Law, if provided, may be reviewed on the distribution site of the Securities Authority and on the website of the Tel Aviv Stock Exchange Ltd. ("the Exchange") as detailed in Section 14 below.

The Majority Required for Adopting Resolutions at the General Meeting on Agenda Items

The majority required for adopting each of the resolutions specified in Sections 3.1 and 3.2 above is an ordinary majority of all votes of shareholders entitled to participate in the Meeting and participating in the vote, provided that one of the following is met: (a) the count of the majority votes at the Meeting will include a majority of all votes of shareholders who are not controlling shareholders of the Company or have a personal interest in the approval of the resolution participating in the vote; the count of all votes of said shareholders shall not include abstaining votes; the provisions of Section 276 of the Companies Law shall apply to those with a personal interest, with the necessary changes; (b) the total opposing votes from among the shareholders mentioned in sub-paragraph (a) did not exceed a rate of two percent of all voting rights in the Company.

Notice Regarding Personal Interest/Affiliation

In the second part of this voting paper, space is allocated for marking the existence or absence of an affiliation or other characteristic in connection with the relevant resolutions on the agenda, as required under the Companies Law and Written Voting Regulations, as well as space for describing the relevant affiliation, if any. It is clarified that for anyone who does not mark the existence or absence of such

affiliation and/or does not describe its nature, their vote will not be counted.

Furthermore, space is allocated in the second part of this voting paper for marking whether the voter is considered an "institutional investor" as defined in Regulation 1 of the Financial Services Supervision (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 5769-2009, or a manager of a mutual fund as defined in the Joint Investment Trust Law, 5754-1994, or an interested party, as defined in Section 1 of the Securities Law, 5728-1968 ("Securities Law") or a senior officer as defined in Section 37(d) of the Securities Law.

Notice Regarding Exceptional Holdings

In the second part of this voting paper, space is allocated where every shareholder is required to mark whether their holdings in the Company's shares conflict with the holding or transfer restrictions detailed in the Company's licenses as specified in Section 5.11 of the Meeting Common Report. If an answer to the question is not marked, the vote will not be counted. If only part of the shareholdings is conflicted in such a manner, a right to vote on the part that is not conflicted may be granted. In this case, please contact the VP Legal Counsel and Regulation at telephone +972-52-998-9595 for instructions on how to vote with shares that are not conflicted or, if the shareholding is through a broker, the broker can be requested to contact the Company on behalf of the shareholder.

The Record Date

The record date for determining the eligibility of shareholders to vote at the General Meeting according to Section 182(c) of the Companies Law and Regulation 3 of the Written Voting Regulations is Wednesday, March 25, 2026 ("the Record Date").

Validity of the Voting Paper

9.1 The voting paper shall be valid only if the following documents were attached to it and they were delivered to the Company (including by registered mail) as detailed below:

Up to four (4) hours before the time of the meeting:

9.1.1. Unregistered shareholder¹ - Confirmation of ownership as stated in Section 15 below. Alternatively, a shareholder shall be entitled to send the Company a confirmation of ownership via the electronic voting system operating under Part B of Chapter G2 of the Securities Law (the "Electronic Voting System"), up to six (6) hours before the time of the meeting or at an earlier time as determined by the Securities Authority, provided it does not exceed 12 hours before the time of convening the meeting (the "System Lock-out Time"), all in accordance with and subject to the conditions set forth in the Written Voting Regulations.

9.1.2. Registered shareholder² - Copy of ID card, passport or certificate of incorporation.

9.2. A proxy card not submitted in accordance with this section will be invalid.

For this purpose, the "submission date" is the date on which the proxy card and the documents attached to it arrived at the Company's offices.

An unregistered shareholder wishing to vote via an electronic proxy card will be entitled to do so until the System Lock-out Time.
Company address for delivery of proxy cards and position statements

The Company's offices, at 10 HaGavish St., Netanya 4250708 (Attn: Adv. Larissa Cohen).

The deadline for submitting position statements to the Company by the shareholders

Up to ten (10) days before the meeting date.

The deadline for submitting the Board of Directors' response to the position statements

Up to five (5) days before the meeting date.

Address of the websites where the proxy cards and position statements are located

The distribution site of the Securities Authority ("Distribution Site"): http://www.magna.isa.gov.il;

The TASE website: http://maya.tase.co.il.

An unregistered shareholder is entitled to receive confirmation of ownership from the TASE member through which he holds his shares, at the branch of the TASE member or by mail to his address for shipping fees only, if requested. A request in this regard shall be given in advance for a specific securities account. Likewise, a shareholder may instruct that his confirmation of ownership be transferred to the Company via the electronic voting system.
An unregistered shareholder is entitled to receive via email, free of charge, a link to the wording of the proxy card and position statements (to the extent provided) on the Distribution Site, from the TASE member through which he holds his shares, unless he notified the TASE member that he is not interested in receiving such a link or that he is interested in receiving proxy cards by mail for payment; his notice regarding proxy cards shall also apply to the receipt of position statements.
One or more shareholders holding on the record date shares in a rate constituting five percent (5%) or more of the total voting rights in the Company, as well as anyone who holds such a rate out of the total voting rights not held by a controlling shareholder in the Company, as defined in Section 268 of the Companies Law ("controlling shareholder"), is entitled by himself or through a proxy on his behalf, after the convening of the general meeting, to review at the Company's office (the address of which is specified in Section 11 above), during regular business hours, the proxy cards and the voting records through the electronic voting system that reached the Company as detailed in Regulation 10 of the Written Voting Regulations.

17.1. As of the date of this proxy card, the amount of shares constituting five percent (5%) of the total voting rights in the Company is: approximately 8,404,863 ordinary shares of NIS 0.01 par value each of the Company ("ordinary shares").

17.2. As of the date of this proxy card, the amount of shares constituting five percent (5%) of the total voting rights in the Company not held by a controlling shareholder is: approximately 5,614,594 ordinary shares.

After the publication of this proxy card, there may be changes to the agenda, including the addition of a topic to the agenda, position statements may be published, and the updated agenda and position statements can be reviewed in the Company's reports to be published on the Distribution Site.
A request by a shareholder under Section 66(b) of the Companies Law to include a topic on the agenda of the general meeting shall be submitted to the Company up to seven (7) days after the calling of the meeting. If such a request was submitted, the topic may be added to the agenda and its details will appear on the Distribution Site. In such a case, the Company will publish an amended proxy card together with an amended calling report no later than seven (7) days after the deadline for submitting a shareholder's request to include a topic on the agenda, as stated above.
Cancellation of the proxy card

A shareholder may, up to twenty-four (24) hours before the time of convening the general meeting, contact the registered office of the Company, and after proving his identity to the satisfaction of the Company Secretary, or another employee appointed for this purpose, withdraw his proxy card and confirmation of ownership.

A shareholder shall indicate his voting manner regarding the items on the agenda in the second part of this proxy card.

One whose shares are registered with a TASE member and those shares are included among the shares registered in the Company's shareholder register in the name of a registration company.
A shareholder registered in the Company's shareholder register.

Cellcom Israel Ltd.

Proxy Statement according to the Companies Regulations (Written Voting and Position Statements), 5766-2005 (the "Regulations")

Part Two

Company Name : Cellcom Israel Ltd.

Company Address (for submission and delivery of : 10 Hagavish, Netanya 4250708 (to the attention of proxy statements) Attorney Larissa Cohen).

Company No. : 511930125

Meeting : Thursday, April 23, 2026, at 15:00; if the meeting is adjourned, it will be held on Thursday, April 30, 2026 at the same time and place.

Date

Meeting Type : Special General Meeting.

Record Date : Wednesday, March 25, 2026.

Shareholder Details

Shareholder Name -
ID No. -
If the shareholder does not have an Israeli ID card -
Passport No. -
Country of issue -
Valid until -
If the shareholder is a corporation -
Corporation Name:
Corporation No. -
Country of Incorporation -
Interested party, senior officer and institutional investor:
| No | Yes | Are you an interested party^{3} in the company |
| --- | --- | --- |
| No | Yes | Are you a senior officer^{4} in the company |
| No | Yes | Are you an institutional investor^{5} |
Does your holding of the company's shares, directly or indirectly, violate the restrictions on the holding or transfer of the company's shares as set out in the company's communications licenses? $^{6}$ :

No	Yes

If a shareholder's holdings violate the restrictions set out in the company's communications licenses, the shareholder is not entitled to vote in respect of these shares and his vote will not be counted. If only part of the shareholder's holdings violate the said restrictions, he may be entitled to vote in respect of the part of the shares that does not violate them. For further details, see Section 5.11 of the General Meeting Proxy Statement to which this proxy statement is attached.

3 "Interested Party" – as defined in Section 1 of the Securities Law.
4 "Senior Officer" – as defined in Section 37(d) of the Securities Law.
5 "Institutional Investor" – as defined in Regulation 1 of the Financial Services Supervision Regulations (Provident Funds) (Participation of a Managing Company in a General Meeting), 5769-2009, and a manager of a joint investment trust fund as defined in the Joint Investment Trust Law, 5754-1994.
6 If this box is not marked, the vote will not be counted.

Voting Method

The item on the agenda	Voting Method7			Are you a controlling shareholder or have a personal interest in the decision?8
	For	Against	Abstain	Yes9	No
Item Number 1 - To approve the update of the compensation policy for officers in the company in accordance with the proposed update as detailed in the marked version of the compensation policy attached as Appendix A to the meeting summons report, without extending the validity of the existing compensation policy approved on 26.6.2025 by the company's general meeting of shareholders. It is clarified that the remaining provisions of the compensation policy will remain unchanged, as detailed in Section 2 of the meeting summons report.
Item Number 2 - To approve the grant of equity compensation to the company's CEO, Mr. Eli Adadi, as detailed in Section 3 of the meeting summons report.

Date: ____
Signature: ____

For shareholders holding shares through a TASE member (pursuant to Section 177(1) of the Companies Law) - this voting card is valid only when accompanied by proof of ownership. For shareholders registered in the company's register of shareholders - a voting card is valid when accompanied by a copy of an ID card/passport/incorporation certificate.

Details regarding your being a controlling shareholder or having a personal interest in the approval of the proposed decision on the agenda (as far as relevant):

7 Failure to mark will be considered an abstention from voting on that item.
8 A shareholder who does not fill in this column or marks "Yes" and does not provide details, their vote will not be counted.
9 Detail below.

A/16/2026 | 9:55:11 AM

AI assistant

Cellcom Israel Ltd. Proxy Solicitation & Information Statement 2026

6724_rns_2026-04-16_3d87bd90-50f6-4e62-8dfe-ff094fd84dff.pdf

Cellcom Israel Ltd.

Voting Paper according to the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 ("Written Voting Regulations")

Cellcom Israel Ltd.

Proxy Statement according to the Companies Regulations (Written Voting and Position Statements), 5766-2005 (the "Regulations")

Shareholder Details

AI assistant

Cellcom Israel Ltd. — Proxy Solicitation & Information Statement 2026

6724_rns_2026-04-16_3d87bd90-50f6-4e62-8dfe-ff094fd84dff.pdf

Cellcom Israel Ltd.

Voting Paper according to the Companies Regulations (Voting in Writing and Position Statements), 5766-2005 ("Written Voting Regulations")

Cellcom Israel Ltd.

Proxy Statement according to the Companies Regulations (Written Voting and Position Statements), 5766-2005 (the "Regulations")

Shareholder Details

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Cellcom Israel Ltd. Proxy Solicitation & Information Statement 2026