Internet Gold-Golden Lines Ltd. — Proxy Solicitation & Information Statement 2010

Feb 5, 2010

INTERNET GOLD – GOLDEN LINES LTD.

1 Alexander Yanai Street

Petach Tikva, 49277, Israel - +972-72-200-3113 (phone), +972-3-939-9832 (fax)

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Internet Gold-Golden Lines Ltd. Shareholders:

We cordially invite you to an Extraordinary General Meeting of Shareholders (the: "Meeting") to be held on Tuesday, March 16, 2010 at 11:30 a.m. (Israel time) at the offices of the Eurocom Group at 2 Dov Friedman Street, Ramat Gan 52503, Israel.

The purpose of the Meeting is to approve certain amendments to our Articles of Association to comply with the regulatory framework to which we and our subsidiary, 012 Smile.Communications Ltd. (NASDAQ: SMLC), will be subject following the acquisition by 012 Smile.Communications Ltd. of the controlling interest in Bezeq - The Israel Telecommunication Corp., Israel’s largest telecommunications provider (TASE: BZEQ).

Shareholders may review the full version of the proposed resolutions in our proxy statement as well as the accompanying proxy card, as of February 12, 2010, via the Israeli Securities Authority’s electronic filing system at http://www.magna.isa.gov.il or the website of the Tel-Aviv Stock Exchange Ltd. at http://maya.tase.co.il and also at our offices (1 Alexander Yanai Street, Petach Tikva, 49277, Israel - +972-72200-3113 (phone), +972-3-939-9832 (fax)) during regular business hours.

Our company’s representative is Mr. Ami Barlev (2 Dov Friedman Street, Ramat Gan, Israel Tel: 03-7530104 Fax: 03-7530083).

Shareholders of record at the close of business on February 8, 2010 are entitled to notice of and to vote at the Meeting. You can vote either by mailing in your proxy or in person by attending the Meeting. If voting by mail, the proxy must be received by our transfer agent or at our registered office in Israel at least twenty-four (24) hours prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting. If you attend the Meeting, you may vote in person and your proxy will not be used.

Quorum and Voting

Each ordinary share entitles the holder to one vote. An affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person or by proxy, entitled to vote and voting thereon, is required to approve the proposal.

The presence, in person or by proxy, of two shareholders holding or representing, in the aggregate, at least one third of our company’s voting rights will constitute a quorum at the Meeting. No business will be considered or determined at the Meeting unless the requisite quorum is present within half an hour from the time designated for the Meeting. If within half an hour from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week, at the same time and place. At the adjourned Meeting, any two shareholders present in person or by proxy will constitute a quorum. This notice shall serve as notice of such reconvened Meeting if no quorum is present at the original date and time and no further notice of the reconvened Meeting will be given to shareholders.

February 5, 2010