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Partner Communications Co Ltd. — Proxy Solicitation & Information Statement 2026
Mar 11, 2026
6974_rns_2026-03-11_d155064f-8309-4069-888c-44a1fa3286f0.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.
| Partner Communications Company Ltd.
PARTNER COMMUNICATIONS COMPANY LTD
Number in the Register: 520044314 | | |
| --- | --- | --- |
| To: Israel Securities Authority
www.isa.gov.il | To: Tel-Aviv Stock Exchange Ltd.
www.tase.co.il | T460 (Public)
Filed via MAGNA: 11/03/2026
Reference No.: 2026-01-021513 |
Immediate report regarding 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 approval of a transaction with a controlling shareholder or approval of an extraordinary proposal, there is no need to file T138 in parallel.
Is there a possibility to vote via the electronic voting system: Yes
Note: The option to choose 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 obligate the corporation to process all votes received in this system.
Link to the voting system website where it is possible to vote: Voting System
Explanation: Eligible persons entitled to vote in the system will receive access details to the system from TASE members.
The corporation hereby reports: Convening a meeting
Note: In the event of a change in the date of the meeting (postponement or advancement) you must 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 __, which was convened for the date ____
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: Partner
The number of the security on the stock exchange that entitles the holder thereof to participate in the meeting 1083484
The record date for entitlement to participate and vote in the meeting: 19/03/2026
Explanation: If a meeting is required for more than one security, a T460 must be reported for each additional security separately. Reports in which additional security numbers are specified will require submission of a correcting report.
- On the date: 10/03/2026
It was decided on Convening a meeting Annual and Special General Meeting
which will convene on Thursday on the date: 16/04/2026 at: 15:00
At the address: At the Company's offices at 8 Ha'amal Street, Rosh HaAyin
- Agenda:
Explanation: The numbering of the items on the agenda will be in accordance with their order of appearance in the meeting notice report if attached as a file.
Items/resolutions to be raised at the meeting:
1
The subject / the resolution and its details:
Approval of the annual bonus mechanism for 2026 of Mr. Avi Gabbay, the Company's CEO
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.
Declaration: There is no appropriate field for classification
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 this field is possible only when the resolution is for the appointment of an external director only.
There is no obligation to state gender.
Type and identification number
Explanation: For resolutions regarding the tenure of a director, it is required to enter the director's identification number.
Is this a transaction between the company and its controlling shareholder as stated in Sections 275 and 320(f) of the Companies Law? Yes
Does the transaction include a private offering No
Regarding how to fill in this section and the exemption granted to companies from parallel reporting of an additional form, see the notice to companies published in this regard 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 law sections, select the field "Declaration: There is no appropriate field for classification" and select "Yes" transaction with a controlling shareholder.
Only in the case of a BONDS meeting that is not a transaction with a controlling shareholder, and no appropriate field was found in the table, must the relevant law sections by virtue of which the resolution is required be explained and detailed.
Does the subject require disclosure of a connection or another characteristic of the voting shareholder: __
Attention: These values can only be selected when "Declaration: There is no appropriate field for classification" was marked in the previous table and this is not a transaction between the company and its controlling shareholder.
In the case of a BONDS meeting
It was decided on the existence of another matter: __
Details of the other matter
Attention: The details of the other matter determine the wording of the declaration that will be included in the internet voting system. A question must be phrased so that the answer is in the format "Yes"/"No". The question will appear in the voting system alongside the resolution on the agenda and the voter will have the option to choose between "Yes"/"No" and 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):
If your holding in means of control in the Company, directly or indirectly, is contrary to any of the restrictions included in the Company's licenses granted by the Ministry of Communications (see Section 8.3 of the meeting notice report)? Please answer No / Yes. If no answer is given to this question or a positive answer is given, your vote will not be counted.
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 possibility to add the details in a free-text field.
☐ Correction of disclosure
☐ Immaterial change or one that only benefits the company compared to the wording of the resolution detailed in the last 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 in accordance with 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
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.
| ○ Addition of a new subject to the agenda after the record date due to a technical error, as follows: Explanation: After the record date no amendment may be made to the resolution except an amendment to the terms of the transaction that improves the company or an immaterial change. Also, after the record date no new subjects may be added 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 an ordinary majority | The majority required for approval of the proposed resolution regarding the item on the agenda is in accordance with Section 275(a)(3) of the Companies Law, i.e., a simple majority of all the votes of the shareholders present at the meeting, entitled to vote and who voted at the meeting, in person or by proxy or by voting deed indicating their manner of voting, provided that one of the following is met: (1) In the count of the majority votes at the general meeting there will be included a majority of all the votes of the shareholders who are not the controlling shareholders of the Company or have a personal interest in approving the resolution, participating in the vote; in the count of all the votes of the aforesaid shareholders, abstentions will not be taken into account; (2) The total of opposing votes from among the shareholders referred to in paragraph (1) above does not exceed two percent (2%) of all the voting rights in the Company. Will the percentage of holdings of the controlling shareholder in the corporation's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the item No |
3.2. Additional information on the resolutions regarding transactions with a controlling shareholder in accordance with the Securities Regulations (Transaction Between a Company and its Controlling Shareholder):
3.2.1. Date of approval of the transaction by the Board of Directors 10/03/2026
3.2.2. Reference number of the preliminary report , date of its submission
Main changes made in this report compared to the last version of the preliminary report:
Explanation: To be completed if a preliminary report was submitted.
3.2.3. Type of transaction
| No. | Type of transaction |
|---|---|
| 1 | Terms of tenure and employment of a controlling shareholder |
3.2.4. Effective date of the transaction 16/04/2026
| 3.2.5. | ○ Transaction that is not provision of services/terms of tenure and employment Duration of the transaction in months |
|---|---|
| ○ Transaction for provision of services/terms of tenure and employment Duration of the transaction in months 12 |
3.2.6. To the report were not attached financial statements pursuant to Regulation 6(f) of the Securities Regulations (Transaction Between a Company and its Controlling Shareholder); Name of accountant
The review report/opinion of the accountant on the financial statements attached is identical to the originally signed copy delivered to the company.
If financial statements were not attached, state the reason The corporation is a public company
3.3. To the report nonprofessional opinions are attached:
| No. | Name of the provider of the opinion | Validity date of the opinion |
|---|---|---|
| 1 | _____ | _____ |
Attachment of the meeting notice report: Meeting Notice and Voting Deed 11032026_isa.pdf
- Attachments
4.1 Attachment of a file including the wording of the voting deed / position statements: Partner_Voting Deed 110326_isa.pdf
YesWording of voting deed
NoPosition statements
Explanation: If a voting deed and/or a position statement is attached, it should be ensured that they are drafted in accordance with the Companies Regulations (Voting in Writing and Position Statements), 2005. The company must compile
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.
all position statements (as defined in Section 88 of the Companies Law) in one file, in which the publication date of the statement, from whom it was received, and a reference to the relevant page in the unified file will be specified.
4.2 Attachment of a file including candidates' declarations / other accompanying documents:
Declaration of the candidate to serve as a director in the corporation
Declaration of an independent director
Declaration of an external director
Declaration of appointment of a representative to the trust
Amended trust deed
Application for approval of a creditors' arrangement pursuant to Section 350
Other
- The legal quorum for holding the meeting:
A legal quorum will be formed when at least two shareholders are present, in person or by voting deed, and holding or representing at least $26\%$ of the voting rights in the Company shall constitute a legal quorum.
- In the absence of a legal quorum, the adjourned meeting will be held on 23/04/2026, at 15:00,
At the address: At the Company's offices at 8 Ha'amal Street, Rosh HaAyin.
In the absence of a legal quorum the meeting will not be held.
- The place and times at which it is possible to review any proposed resolution whose wording was not brought in full in the detailed agenda above
At the Company's offices, 8 Ha'amal Street, Rosh HaAyin. Sunday-Thursday, between 09:00-16:00 and by prior arrangement by phone: 054-7814191.
Meeting identifier:
Note: The meeting identifier is the reference number of the initial report. In the initial report on the meeting this field remains empty.
Details of the authorized signatories to sign on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Ravid Hara | Other Chief Legal Counsel and Company Secretary |
Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports) (1970), a report submitted under these Regulations shall be signed by the persons authorized to sign on behalf of the corporation. A staff position on the matter can be found on the Authority's website: click here.
Reference numbers of previous documents on the subject (the mention does not constitute incorporation by reference):
The corporation's securities are listed for trading on the Tel-Aviv Stock Exchange
Date of last form structure update: 09/12/2025
Short name: Partner
Address: Ha'amal8, Rosh HaAyin4809229 Telephone: 054-7814455, Fax: 054-7814123
E-mail: [email protected] Company website:www.partner.co.il
Previous names of reporting entity:
Name of electronic filer: Shtilman Amit Mina Position: Legal CounselName of employing company:
Address: Ha'amal8, Rosh HaAyin4809229Telephone: 054-7814195Fax: E-mail: [email protected]