Proxy Solicitation & Information Statement • Aug 18, 2016
Proxy Solicitation & Information Statement
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convening of meeting false
| ���� ����� ������ ��"� | 2 670 |
| PARTNER COMMUNICATIONS COMPANY LTD | |
| Corporation no: 520044314 | 10680 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 18/08/2016 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2016-02-106210 | Time of broadcast: 14:29 14:27:42 |
_________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: 16/08/2016it was decided on convening of meeting annual meeting _________ ,that will be held on the day Wednesday on the date : 28/09/2016 time: 14:00
| at address: | The Company's offices, 8 Ha�amal Street, Rosh Ha�ayin, Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1083484Security name ����� �"� 0.01 �"�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: 23/08/2016
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:Approval of the re-appointment of Kesselman & Kesselman, independent certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited group, as the Company's auditor for the period ending at the close of the next annual general meeting.
Does this require disclosure of any ties or other features of the voting security holder? No_________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 simple majority | _________ |
22The item/decision and its particulars:Discussion of the auditor�s remuneration for the year ended December 31, 2015, as determined by the Audit Committee and by the Board of Directors, and the report of the Board of Directors with respect to the remuneration paid to the auditor and its affiliates for the year ended December 31, 2015.
Does this require disclosure of any ties or other features of the voting security holder? No_________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: Reporting
| Majority required _________ | _________ |
33The item/decision and its particulars:Discussion of the Company�s audited financial statements for the year ended December 31, 2015 and the report of the Board of Directors for such period.
Does this require disclosure of any ties or other features of the voting security holder? No_________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: Reporting
| Majority required _________ | _________ |
44(i)The item/decision and its particulars:Approval of the re-election of Mr. Adam Chesnoff, Mr. Elon Shalev, Mr. Fred Gluckman, Mr. Yoav Rubinstein, Mr. Arieh Saban ,Mr. Ori Yaron, Mr. Yehuda Saban, Mr. Arie Steinberg and Mr. Barak Pridor to serve as directors of the Company until the close of the next annual general meeting, unless their office becomes vacant earlier in accordance with the provisions of the Israeli Companies Law and the Company�s Articles of Association.
Does this require disclosure of any ties or other features of the voting security holder? No_________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 simple majority | _________ |
54(ii)The item/decision and its particulars:(A) approval of the Compensation of Mr. Adam Chesnoff, Mr. Elon Shalev, Mr. Fred Gluckman, Mr. Yoav Rubinstein, Mr. Arieh Saban, Mr. Yehuda Saban and Mr. Ori Yaron and approval and ratification of the Compensation of Mr. Barak Pridor; (B) approval and ratification of the reimbursement of Reasonable Expenses of each of the directors listed above in clause (A); (C) approval that the directors listed above in clause (A) will continue to benefit from the Company's existing D&O insurance policy ; (D) approval and ratification that Mr. Barak Pridor will benefit from the indemnification letter subject to the adoption of Resolution 5 below; and (E) approval that the directors listed above in clause (A) who have indemnification letters will continue to benefit from the indemnification thereunder and will be granted a new indemnification and release letter, (as set forth in Resolution 7 below);
Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a �Personal Interest� in this resolution, do you constitute a �Controlling Party� in the Company, a �Senior Office Holder� or an �Institutional Investor�, (as these terms are defined in the Companies Law) and if so, why?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 with no personal interest |
64(iii)The item/decision and its particulars:(A) approval of the Compensation of Ms. Osnat Ronen and Mr. Arie Steinberg; (B) approval and ratification of the reimbursement of Reasonable Expenses of Ms. Osnat Ronen and Mr. Arie Steinberg; (C) approval that Ms. Osnat Ronen and Mr. Arie Steinberg will continue to benefit from the Company's existing D&O insurance policy; and (D) approval that Ms. Osnat Ronen and Mr. Arie Steinberg who have indemnification letters will continue to benefit from the indemnification thereunder and be granted a new indemnification and release letter subject to the adoption of Resolution 7.
Does this require disclosure of any ties or other features of the voting security holder? No_________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 simple majority | _________ |
75The item/decision and its particulars:Approval and ratification of the grant of an indemnification letter to Mr. Barak Pridor.
Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a �Personal Interest� in this resolution, do you constitute a �Controlling Party� in the Company, a �Senior Office Holder� or an �Institutional Investor�, (as these terms are defined in the Companies Law) and if so, why?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 with no personal interest |
86The item/decision and its particulars:Approval of the amendments to provisions of the Company�s Articles of Association.
Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a �Personal Interest� in this resolution, do you constitute a �Controlling Party� in the Company, a �Senior Office Holder� or an �Institutional Investor�, (as these terms are defined in the Companies Law) and if so, why?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 | 75% of the voting shares and special majority with no personal interest |
97The item/decision and its particulars:Approval of a new indemnification and release letter to the Company's Office Holders.
Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a �Personal Interest� in this resolution, do you constitute a �Controlling Party� in the Company, a �Senior Office Holder� or an �Institutional Investor�, (as these terms are defined in the Companies Law) and if so, why?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 with no personal interest |
108The item/decision and its particulars:Approval of a new Compensation Policy for the Company's Office Holders.
Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a �Personal Interest� in this resolution, do you constitute a �Controlling Party� in the Company, a �Senior Office Holder� or an �Institutional Investor�, (as these terms are defined in the Companies Law) and if so, why?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 with no personal interest |
119The item/decision and its particulars:Do your holdings and your vote require the consent of the Israeli Minister of Communications pursuant to (i) Sections 21 (Transfer of Means of Control) or 23 (Prohibition of Cross-Ownership) of the Company�s General License for the Provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, as amended (the �License�); or (ii) any other license granted to Partner, directly or indirectly. For your convenience, a translation of sections 21-24 to the License is attached as Annex �H� to the Proxy Statement distributed with this Deed of Vote.
Does this require disclosure of any ties or other features of the voting security holder? No_________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 simple majority | _________ |
Attachment of report of convening meeting: Proxy_Statement_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationKtav_Hatzbaa_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 aboveMay be reviewed through the Israeli Securities Authority electronic filing system, at www.magna.isa.gov.il, or through the website of the U.S. Securities at www.sec.gov
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): | |
| - - - | |
| Stock Exchange/Market: TASE | Date of revision of form structure: 26/07/2016 |
| Address: P.O.B. 435 , Rosh Ha'ain 481032 , Israel Tel: 054-7814190 , 054-7814191 Fax: 054-7814193 | |
| E-mail address: [email protected] Company site: www.partner.co.il | |
| Previous names of reporting entity: | |
| Name of the Signatory: Sandhaus Nomi Position of Signatory in the reporting corporation: Legal Consultant & Corporate Secretary Name of Employer Company: | |
| Address: Amal 8 , rosh haayin 4810302 Telephone: 054-3600700 Facsimile: 074-7394181 E-mail: [email protected] 1 | |
| Israel |
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