Internet Gold-Golden Lines Ltd. — Proxy Solicitation & Information Statement 2011

Dec 6, 2011

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2011

INTERNET GOLD-GOLDEN LINES LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 52503, Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  Form 40-F 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  No 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____

6912236.1

INTERNET GOLD-GOLDEN LINES LTD.

The following exhibits are attached:

• 99.1 Supplement to Proxy Statement for the Extraordinary General Meeting of Shareholders to be held December 15, 2011.

6912236.1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Internet Gold-Golden Lines Ltd. (Registrant)

By /s/Doron Turgeman Doron Turgeman Chief Executive Officer

Date: December 6, 2011

6912236.1

EXHIBIT INDEX

EXHIBIT NO . 99.1	DESCRIPTION Supplement to Proxy Statement for the Extraordinary General Meeting of Shareholders to be held December 15, 2011.

6912236.1

EXHIBIT 99.1

Internet Gold – Golden Lines Ltd. (the “Company”) (NASDAQ and TASE: IGLD) is filing this report on Form 6-K in furtherance of and as a supplement to the Company's Proxy Statement for the Extraordinary General Meeting of Shareholders dated November 7, 2011 (the “Proxy Statement”) that was filed by the Company as Exhibit 99.1 to Form 6-K on November 10, 2011. The Extraordinary General Meeting of Shareholders will be held on December 15, 2011, as set forth in the Proxy Statement.

The Company has approved an amendment to the proposed Amended Articles of Association of the Company attached as Appendix A to the Proxy Statement (the “Proposed Amended Articles”) that are being presented to the shareholders for approval at the Extraordinary General Meeting (see Item 2 of the Proxy Statement). Article 31(b) of the Proposed Amended Articles permits the Company to indemnify an office holder (within the meaning of the Israeli Companies Law, 5759-1999) to the fullest extent permitted by Israeli law. Pursuant to recent common corporate practices supported by institutional investors, we are proposing to amend Article 31(b)(4) of the Proposed Amended Articles to provide that any advance undertaking of the Company to indemnify an office holder for a financial obligation imposed on the office holder in favor of another person by, or expended by the office holder as a result of, a court judgment, including a settlement or an arbitrator’s award approved by court, may not exceed $10.0 million in the aggregate for all officers and directors of the Company. Such limitation is also included in the proposed form of indemnification letter that is being presented to the shareholders for approval at the Extraordinary General Meeting, attached as Appendix B to the Proxy Statement (see Item 3 of the Proxy Statement).

Accordingly, paragraph (4) of Article 31(b) of the Proposed Amended Articles shall be amended to read as follows (the words proposed to be added to such paragraph are highlighted in boldface font and underlined):

• “31(b)(4) The Company may covenant to indemnify prospectively, as set forth in Section [1] above, provided, however, that such indemnification will be limited to matters which are deemed by the Company’s Board of Directors, based on the activity of the Company at the time of the covenant, to be foreseeable, and to an amount or criteria that the Board of Directors has determined as reasonable under the circumstances and in any event in an aggregate amount not to exceed $10,000,000 for all officers of the Company , and provided further that the covenant to indemnify shall state the events that in the opinion of the Board of Directors are foreseeable given the Company’s actual activity at the time of the covenant and the amount or criteria that the Board of Directors has determined to be reasonable under the circumstances; with respect to events enumerated in Sections [2] and [3] above, the Company may also agree to provide indemnification retroactively; and all in accordance with Section 260(b) of the Law.”

The amended Section 31(b)(4) set forth above shall be deemed to be incorporated into the Proposed Amended Articles attached as Appendix A to the Proxy Statement and into Item 2 of the Proxy Statement “Approval and Adoption of Amended Articles of Association – Amendments to Conform the Articles of Association to the Israeli Companies Law, 5759-1999 - Exemption, Indemnification and Insurance of Directors and Officers.”

6912236.1